Last updated: January 2, 2026
All capitalized terms used in these Terms that are not otherwise expressly defined herein shall have the respective meanings ascribed to such terms in License Agreement, any Quote and Invoice.
“License Agreement” means an agreement between Licensee and ABBYY governing the use of ABBYY Software by Licensee.
“Invoice” means a written or electronic financial document issued by ABBYY specifying ABBYY Software being ordered, quantity of Volume Units, price, Subscription Term and other commercial terms and conditions.
“Subscription Fee” means the payment that Licensee makes for the End User’s Subscription during the Subscription Term. Subscription Fee includes the fees for default level of ABBYY Software support and maintenance services during the Subscription Term.
2.1. Licensee shall pay Subscription Fees for ABBYY Software in the amount stated in the applicable Quote, in accordance with the following:
2.1.1. Ordering and Subscription Renewal
a) ABBYY in its sole discretion may request Licensee to provide additional information reasonably required for compliance and billing purposes, before processing Subscription renewal(s). If such requested additional information is not provided by Licensee within the timeframe defined by ABBYY, ABBYY may, in its sole discretion, reject or postpone any renewal of Licensee’s existing Subscription, or terminate a then-current Subscription.
b) ABBYY may reject any Quote at its sole and absolute discretion with or without a cause and with no obligation to Licensee.
c) If Licensee executes and/or returns a Quote to ABBYY after the Subscription Start Date indicated in such Quote, ABBYY may, at its sole discretion, adjust the Subscription start date and the end date, without increasing the total price under such Quote, based on the date ABBYY provides the ABBYY Software to Licensee after Licensee executes and/or returns such Quote to ABBYY and provided that the Subscription Term length under such Quote does not change.
d) Without prejudice to the section 2.1.1(a), unless otherwise indicated in the relevant Quote, Subscription Term shall automatically renew for an unlimited number of twelve (12) months renewal terms, unless either Party notifies the other Party in writing of its decision not to renew the Subscription forty-five (45) days prior to the expiration date of the then-current Subscription Term.
e) Any request for modification of Subscription on renewal shall be done at least forty-five (45) days in advance of the renewal date.
2.1.2. Payment
a) Subject to Licensee’s compliance with the section 2.1.1(a), ABBYY will issue an Invoice to Licensee, stating in Invoice the amount of Subscription Fee and the due date of payment. If Licensee fails to pay Invoice by the due date of payment as specified in Invoice, ABBYY may cancel the respective Quote and Subscription and/or deny Licensee access to ABBYY Software functionality.
b) Licensee’s payment obligations shall be deemed fulfilled once the amount due is credited to ABBYY’s bank account.
c) ABBYY Software will be delivered via Internet. ABBYY shall, upon fulfillment of Licensee’s payment obligations or issuance of an Invoice, send to Licensee by e-mail Internet address from which ABBYY Software and/or Protection Keys may be downloaded. ABBYY’s obligations under this paragraph shall be deemed fulfilled upon the receipt of Internet download address and/or Protection Keys by Licensee.
d) In the case of a prepayment, Licensee’s payment obligations shall be performed before the Subscription Term start date as indicated in the relevant Quote. If Licensee fails to perform its payment obligations on time, instead of cancelling the Quote, ABBYY may choose to make the Software available to the Licensee from the date the payment was received by ABBYY. However, the Subscription Term end date shall remain as indicated in the relevant Quote with no pro-rata or other type of refund applicable.
e) Subscription Fee is non-cancellable and non-refundable, except as otherwise provided for herein and unless cancellable or refundable under the applicable laws.
3.1. After Licensee buys a Subscription listed in Quote, the corresponding amount of Volume Units will be available to Licensee for processing until the Subscription End Date specified in the Quote. Unused portions of the Subscription Volume Units will not be carried over to any renewal of Subscription Term. For SDK products only Volume Units are linked to a particular software application, and Volume Units are not transferable between different software applications.
3.2. Licensee may upgrade a Subscription to a higher level of Volume Units at any time. Starting from the time of the upgrade, Volume Units amount according to the upgraded Subscription will be available for processing. The price of the new upgraded Subscription for the remaining duration of the then-current Subscription Term will be charged on a pro rata basis. The Volume Units of the upgraded Subscription will be in addition to the previously unused Volume Units and will be available until termination or expiration of the then-current Subscription Term and on the same terms.
3.3. ABBYY will charge Licensee for the subsequent amounts due for amounts in excess of the Volume Units purchased at the end of the Subscription Term, unless otherwise mentioned in applicable Quote. If Licensee fails to pay these excessive amounts ABBYY Software functionality will not be available for Licensee.
4.1. Subscription may be cancelled only at the end of the then-current Subscription Term by providing a written non-renewal notice to ABBYY before any auto-renewal of the Subscription at least forty-five (45) days prior to the expiration date of the then-current Subscription Term. Any such notice to ABBYY shall be sent to the email address renewal-cancellation@abbyy.com and contain a reference to Licensee’s ABBYY Software license number for which Subscription shall not be renewed.
4.2. Upon termination or expiration of a Subscription, Licensee shall have no right to use ABBYY Software functionality unless Licensee purchases a new Subscription. In case of a Subscription termination or expiration, License Agreement shall remain in full force and effect unless a) duly terminated by any of the parties, or b) terminated based on other grounds of termination as provided in License Agreement or by the applicable laws.
4.3. If License Agreement or any active Subscription is terminated by Licensee before any Subscription expiration date, Licensee shall, to the extent permitted by applicable laws, pay ABBYY any unpaid Subscription Fee covering the remainder of Subscription Term. If any discounts were applied to Licensee’s Subscription, Licensee may be required by ABBYY to pay an amount equivalent to the sum of such discount. The provisions of this section shall not apply if the termination is due to ABBYY’s breach.
4.4. Before any Subscription Term renewal ABBYY may increase the Subscription Fee for up to seven (7) percent from the then current non-discounted Subscription Fee rates for the relevant ABBYY Software unless otherwise specified in the relevant Quote.
4.5. Termination of Subscription followed by repurchase of the equivalent Subscription within four (4) months of the termination shall be considered a Subscription renewal and shall be subject to administrative reinstatement fee of up to two (2) percent of yearly Subscription Fee per lapsed month.
4.6. A portion of Subscription Term lapsed due to Licensee’s failure to provide documents or information reasonably required by ABBYY for processing a Subscription renewal may be reinstated upon Licensee’s payment of renewal reinstatement fee of up to two (2) percent of yearly Subscription Fee per lapsed month.
5.1. Order of Prevalence.
a) If any conflict arises between the terms and conditions of any prior, concurrently or subsequently issued Quote, Invoice, License Agreement and these Terms, the following order of prevalence shall apply (from higher to lower):
(i) Quote;
(ii) Invoice;
(iii) these Terms;
(iv) License Agreement (provided that License Agreement shall prevail over these Terms if License Agreement specifies accordingly).
b) Any additional or conflicting terms or conditions contained on any purchase order, acceptance form or other document issued by Licensee ("Form") shall not be binding on ABBYY, thus shall be disregarded and have no force and effect unless an amendment to these Terms clearly stating parties’ mutual intention to derogate from a particular section in these Terms, is made in writing and signed by both parties. If a Form purports to be conditioned in any manner on agreement to and/or acceptance of any provisions, terms and conditions other than those set forth in Quote, Invoice, License Agreement and these Terms, then such condition is hereby waived.
5.2. Subject to subsection 5.3 below, ABBYY reserves the right to change its Subscription terms, payment or billing methods at any time.
5.3. Amendment to these Terms
a) ABBYY may unilaterally change these Terms effective as of any time, including immediately, where such changes: (A) are required to comply with applicable laws; or (B) do not: (i) result in a violation of Licensee’s rights hereunder; or (ii) otherwise have a material adverse impact on Licensee’s rights under these Terms, as reasonably determined by ABBYY.
b) In cases other than as indicated in the section 5.4. (a) above ABBYY may unilaterally change these Terms by notifying Licensee at thirty least (30) days prior before the changes will take effect by either: (A) email; or (B) alerting Licensee via the ABBYY Software interface. If Licensee objects to any such change, Licensee shall terminate any use of ABBYY Software following the effective date of the change.
c) ABBYY is not required to notify Licensee about editorial changes.
