ABBYY Vantage

Subscription End User License Agreement

Article 1. Scope

This Subscription End User License Agreement (“EULA”) between You and ABBYY covers Your use of the ABBYY® Software (“ABBYY Software”).

You agree to be bound by the terms of this EULA through (a) Your download, installation, or use of the ABBYY Software; or (b) Your express agreement to this EULA. The ABBYY Software is protected by copyright laws and international treaty provisions and some portions are protected by patent and trade secret laws. You agree that this EULA is legally binding and enforceable like any written negotiated agreement signed by You and against You.

If You do not have authorities to enter into this EULA or You do not agree with its terms, do not use the ABBYY Software, and disable, remove it from Your system, and destroy any copies or uninstall ABBYY Software in Your possession.

The English language version of this EULA shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions.

Should You enter into another agreement with ABBYY for the same subject matter and should there be any discrepancy between this EULA and between another commercial agreement between You and ABBYY, the terms of another agreement shall prevail over this EULA; however, no purchase orders, orders, invoices, ABBYY’s Partner agreement(s) with You or Documentation may expand/increase ABBYY’s obligations compared to this EULA.

Article 2. Definitions

“ABBYY” “we” “our” or “us” means relevant ABBYY entity listed in Appendix 1 or its applicable Affiliate(s).

“ABBYY Content” means any (a) content or data provided by ABBYY to You as part of Your use of the ABBYY Software and (b) content or data that the ABBYY Software generates or derives in connection with Your use. ABBYY Content includes geographic and domain information, rules, signatures, threat intelligence and data feeds, ABBYY’s compilation of suspicious URLs, ABBYY’s marketing materials (“ABBYY Software Marketing Material”) and other content.

“Partner” means an entity or individual authorized by ABBYY to market, promote or resell ABBYY Software, and/or to provide to You Protection Key(s) for the ABBYY Software.

“ABBYY Software” For the purposes of this EULA it’s a product referred to in Appendix 2.

“Affiliate” means any corporation or company that directly or indirectly controls, or is controlled by, or is under common control with the relevant party, where “control” means to: (a) own more than 50% of the relevant party; or (b) be able to direct the affairs of the relevant party through any lawful means (e.g., a contract that allows control).

“Approved Source” means ABBYY or an ABBYY Partner.

“Asset” has the same definition given in the general terms of use for Marketplace, and means add-ons, plugins, connectors, skills, and other software developed by either ABBYY or a contributor and designed to enhance or interact with ABBYY Software.

“Authorized Third Parties”, or “Authorized Users” means Your users, Your Affiliates, Your third-party service providers, and each of their respective users permitted to access and use the ABBYY Software on Your behalf as part of Your Order

“Code Samples” means the source code of sample applications that use ABBYY Software, as may be made available by ABBYY.

“Computer” means a specific physical device or virtual machine that may consist of one or more CPU (central processing unit) cores and running a specified operating system. Any changes to the configuration or composition of the Computer could result in the Computer being treated as a different Computer for licensing purposes.

“Confidential Information” means non-public proprietary information, including but not limited to residual information, of the disclosing party (“Discloser”) obtained by the receiving party (“Recipient”) in connection with this EULA, which is (a) conspicuously marked as confidential or, if verbally disclosed, is summarized in writing to the Recipient within 30 days and marked as confidential; or (b) is information which by its nature should reasonably be considered confidential whether disclosed in writing or verbally.

“Delivery Date” means the date agreed in Your Order or where no date is agreed: (a) where Usage Rights in ABBYY Software are granted separately: the earlier of the date ABBYY Software is made available for download or installation, or the date that ABBYY ships the tangible media containing the ABBYY Software; or (b) where Usage Rights in ABBYY Software are granted together, the earlier of the date ABBYY Software is made available for download, or the date on which is made available for Your use.

“Documentation” means the technical specifications and usage materials distributed by ABBYY specifying the functionalities and capabilities of the applicable ABBYY Software.

“ISV” means independent software vendor.

“ISV Distribution” means distribution to end users in conjunction with ISV solution. ISV Distribution is not covered by this EULA. You need a separate agreement with an Approved Source for that.

“Order” means a written or electronic document specifying ABBYY Software to be licensed to You and it includes a description of what is being ordered, ABBYY Software specifications, a quantity, a price, payment terms, Subscription Term, Volume Units and other terms and conditions. Once signed or otherwise accepted by both You and ABBYY, each Order shall be incorporated by reference and be subject to EULA and these Terms. Should you wish to acquire Usage rights to use the ABBYY Software in your products as an ISV, you need to enter into a separate agreement for that.

“Marketplace” means the website located at https://marketplace.abbyy.com and has the same definition given in the general terms of use for Marketplace.

“Malicious Code” means code that is designed or intended to disable or impede the normal operation of, or provide unauthorized access to, networks, systems, ABBYY Software other than as intended by the ABBYY Software (for example, as part of some of ABBYY’s products).

“Protection Key” means a hardware device (“Hardware Key”) or software (“Software Key”) containing information about ABBYY Software and used to protect the copyright to ABBYY Software. The data stored in the Protection Key corresponds with the scope of the License and is part of the ABBYY Software.

“Residual Information” means any of the generalized knowledge, techniques, methodologies, practices, processes, skills, experience, expertise, concepts, ideas, and knowhow learned or acquired by ABBYY’s personnel in the course of providing the ABBYY Software for You hereunder solely to the extent that they are retained in intangible form in the unaided memory of the personnel of ABBYY without intentionally memorizing such information or using any Your Confidential Information to refresh its recollection.

“Software Maintenance and Upgrade Assurance Terms” or “SMUA” means certain ABBYY terms of technical support, maintenance and upgrade assurance services to You. They are subject to change from time to time by ABBYY, and constitute an integral part of this EULA. The current version of SMUA is available at https://www.abbyy.com/smua/

“Subscription” means Your commitment to pay fee(s) to ABBYY for Usage rights during the Subscription Term, according to the fees stated in the applicable Order, and in consideration of such payment, ABBYY’s commitment to grant You Usage rights during the Subscription Term.  ABBYY’s Subscription terms are at https://www.abbyy.com/legal/subscription-terms/.

“Subscription Term” means the period during which ABBYY grants You Usage rights, a period commencing on the Delivery Date and continuing until expiration or termination of the Subscription, during which period You have the right to use the applicable ABBYY Software.

“Update” means a minor version release, periodic updates that may be made to ABBYY Software to correct errors, extend or add new features or functionality, or improve performance, and that are considered by ABBYY as a minor release to the current version (e.g. version 8.0 to 8.1). A particular Update may not necessarily include feature enhancements to the ABBYY Software itself. ABBYY makes no guarantee as to if or when an Update will be released.

“Upgrades” means a major version release (often with a new functionality), bigger updates, upgrades, next major ABBYY Software release that (a) substantially enhances the functionality and supersedes the current version (e.g. 8.0 to 9.0) , and (b) ABBYY makes generally available to its Authorized Users on Subscription.

“You” means the individual or legal entity purchasing or otherwise acquiring the ABBYY Software.

“Volume Unit” means document transactions, documents, pages or other types of information that may be processed using ABBYY Software. As a rule, it’s A4 Pages defined at https://www.abbyy.com/legal/subscription-terms/ and days.

Article 3. Usage Rights

3.1. License and Right to Use. In consideration of Subscription fee(s) paid by You to ABBYY as per an invoice for Subscription and your compliance with this EULA, ABBYY grants You a non-exclusive, non-transferable license to use the ABBYY Software acquired from an Approved Source during the Subscription Term and as set out in Your invoice and Order and this EULA together with software maintenance and support and subjects to restrictions specified in Appendix 2 (the “Usage Rights”).

3.2. Use by Third Parties. You may permit Authorized Third Parties to exercise the Usage Rights on Your behalf, provided that You are responsible for (a) ensuring that such Authorized Third Parties comply with this EULA, (b) any breach of this EULA by such Authorized Third Parties, (c) read and comply with Article 4.1 (f). Should you wish to use the ABBYY Software for ISV Distribution, you need to have a separate agreement with an Approved Source.

3.3. Beta, pre-release and trial use. If ABBYY grants You Usage Rights in the applicable ABBYY Software on a trial, evaluation, beta, pre-release, pre-commercial, "Not for Resale" ("NFR”) or other free-of-charge basis (“Evaluation version”), You may only use the Evaluation version for demonstration, verification, testing and similar purposes on a temporary basis for the period limited by the Protection Key , the Order or specified by ABBYY in writing. If there is no period identified, such use limitation will be determined in the relevant product-specific appendix. ABBYY, in its discretion, may stop providing the Evaluation version at any time, at which point You must immediately cease using the ABBYY Software. The Evaluation version may not have been subject to ABBYY’s usual testing and quality assurance processes and may contain bugs, errors, or other issues. Except where agreed to in writing by ABBYY, You will not put Evaluation version into production use. ABBYY provides Evaluation version “AS-IS” without support and/or any express or implied warranty or indemnity for any problems or issues, and ABBYY shall not have any liability relating to Your use of the Evaluation version. You acknowledge that ABBYY has not promised or guaranteed, that such software will be further developed, or that a commercial version will be announced or made available in the future. ABBYY may not introduce a software product similar to or compatible with such software. Accordingly, You acknowledge that any use, research or development that You perform regarding such software is done entirely at Your own risk. Upon receipt of a later version of such software or a commercial release of such software, whether as a stand-alone product or as part of a bigger product, You agree to return or destroy all earlier versions of such software received from the Approved Source.

3.4. Confidentiality of Beta use. Beta use and pre-release use of Evaluation version of ABBYY Software and feedback constitutes the Confidential Information of ABBYY, and You agree not to disclose, take all reasonable steps to prevent the disclosure and to keep it confidential accompanying written, oral or electronic information divulged to You by ABBYY regarding quality of such software or the quality of the results of such software, feedback, and any information about bugs, errors and other problems discovered by You. You agree to provide feedback to ABBYY regarding testing and use of such software, including error or bug reports (“Feedback”), and to entirely transfer and grant to ABBYY all rights in such Feedback, including without limitation, the rights to use, publish and disseminate the Feedback at ABBYY’s discretion.

3.5. Code Samples Restrictions. Except as otherwise explicitly provided in this EULA:

(a) Code Samples are the property of ABBYY and shall at all times remain with ABBYY;

(b) you may include the Code Samples in Your solution;

(c) ownership of modifications to the Code Samples shall remain with the party making such modifications;

(d) if You disclose modifications made to the Code Samples by sending them to ABBYY technical support service or by any other means, ABBYY shall be deemed to have been granted an irrevocable, non-exclusive, perpetual, transferable, royalty-free license to make, use, sell, offer to sell, import, license, sub-license, and assign its license to Your modifications to the Code Samples, without remuneration due to You. You represent and warrant that the aforementioned rights granted to ABBYY shall be free of any third party rights or encumbrances and that You have obtained all necessary rights to grant the rights to ABBYY and that You have, if applicable, paid all necessary remuneration to the authors of such modifications. If You do not wish to transfer to ABBYY the license to the modifications to the Code Samples, You shall not disclose to ABBYY the source code of such modifications.

3.6 Upgrades of ABBYY Software. ABBYY provides Upgrades as a part of Subscription, in accordance with the SMUA. As a rule, any ABBYY’s obligation to support the version of the ABBYY Software being upgraded/updated applies to the current and a prior version of ABBYY Software, for details refer to SMUA Terms.

3.7 Updates of ABBYY Software. ABBYY provides Updates as a part of Subscription, in accordance with the SMUA.

3.8 Technical support and maintenance (default level) is provided to You as a part of Subsciption and shall be provided to you based on SMUA. In case of contradiction between the terms of the SMUA and EULA, the terms of the SMUA shall prevail. Any supplementary software code and any ABBYY Software component provided to You by ABBYY as part of technical support shall be considered a part of the ABBYY Software and subject to the terms and conditions of this EULA. In case You wish to have an additional level of support, You, if eligible, may purchase an extended level of technical support and maintenance.

3.9 Interoperability of ABBYY Software, skills and other programs. If required by law and upon Your request, ABBYY will provide You with the information needed to achieve interoperability between the ABBYY Software and another independently created program or skill, provided You agree to any additional terms reasonably required by ABBYY. You will treat such information as Confidential Information.

3.10 Use with Third-Party Products. If You use the ABBYY Software together with third-party products, such use is at Your risk. You are responsible for complying with any third-party provider terms, including its privacy policy. ABBYY does not provide support or guarantee ongoing integration support for products that are not a native part of the ABBYY Software.

3.11 Subscription Renewal. Usage Rights in ABBYY Software acquired on a subscription basis will automatically renew for the renewal period indicated on the Order You or Your ABBYY Partner placed with ABBYY unless: (a) You notify Your Approved Source in writing at least 45 days before the end of Your then-current Subscription Term of Your intention not to renew; or (b) You elect not to auto-renew at the time of the initial order placed with ABBYY. Your Approved Source will notify You reasonably in advance of any renewal term if there are fee changes. The new fees will apply for the upcoming renewal term unless You or Your ABBYY Partner promptly notify ABBYY in writing, before the renewal date, that You do not accept the fee changes. In that case, Your Subscription will terminate at the end of the current Subscription Term.

Article 4 Other Conditions of Use

4.1 ABBYY Software Generally. Unless expressly agreed by ABBYY in writing and/or provided in Appendix 2 hereto, You may not:

(a) transfer, rent, lease, sell, sublicense, monetize or make the functionality of any ABBYY Software available to any third party, authorize all or any portion of the ABBYY Software to be copied onto other Computers;

(b) remove, modify, or conceal any product identification, copyright, proprietary, intellectual property notices or other marks;

(c) modify, or make derivative works of the ABBYY Software, or adapt (including any changes to enable the ABBYY Software to run on Your hardware), or make any changes to the object code of the ABBYY Software, applications, and databases contained in the ABBYY Software other than those provided for by the ABBYY Software and described in the Documentation;

(d) reverse engineer, decompile (i.e. reproduce and transform the object code into source code), decrypt, disassemble, or otherwise attempt to derive the source code for the ABBYY Software or any part, except, and only to the extent, that such activity is expressly permitted by applicable law notwithstanding this limitation. If applicable law prohibits the restriction of such activities, any information so discovered must not be disclosed to third parties except as such disclosure is required by law and such information must be promptly disclosed to ABBYY. All such information shall be deemed to be confidential and proprietary information of ABBYY;

(e) correct errors in the ABBYY Software or translate the ABBYY Software;

(f) provide access not to Authorized Third Parties, including without limitation in a multi-user system, virtual environment, or via the Internet. You may only make a one-time permanent transfer of ABBYY Software directly to another user. If You are a legal entity, get written approval by ABBYY for it. Such transfer must include the ABBYY Software (including all copies, Updates, component parts, the media, and printed materials, Documentation) and this EULA. Such transfer may not be by way of consignment or any other indirect transfer. The transferee of such one-time transfer must agree to comply with this EULA, including the ban of further transfer of this EULA and ABBYY Software.

(g) use ABBYY Content other than as part of Your permitted use of the ABBYY Software or

(h) use the ABBYY Software on equipment not authorized by ABBYY, or use ABBYY Software that is licensed for a specific device on a different device.

4.2. ABBYY may end the life of ABBYY Software, including component functionality (“EOL”), by providing written notice on www.abbyy.com/support/eol/ . If You or Your ABBYY Partner prepaid a fee for Your use of the ABBYY Software that becomes EOL before the expiration of Your then-current Subscription Term, ABBYY will provide you with these options: (i) to grant you Usage Rights during pre-paid Subscription Term without ABBYY’s guarantee for Updates and Upgrades, or (ii) to use commercially reasonable efforts to transition You to a substantially similar ABBYY Software. If ABBYY does not have substantially similar ABBYY Software, then ABBYY will credit You or Your ABBYY Partner any unused portion of the prepaid fee for the ABBYY Software that has been declared EOL (“EOL Credit”). The EOL Credit will be calculated from the last date the applicable ABBYY Software is available to the last date of the applicable Subscription Term. Such credit can be applied towards the future purchase of ABBYY products.

4.3. Protecting Account Access. You will keep all account information up to date, use reasonable means to protect Your account information, passwords and other login credentials, and promptly notify ABBYY of any known or suspected unauthorized use of or access to Your account.

4.4. Third Party Software/Open Source. The ABBYY Software may contain components of other software, which are the property of their respective owners. Open source not owned by ABBYY is subject to separate license terms to comply with as set out in Appendix 3, Documentation or at www.ABBYY.com. The applicable open source ABBYY licenses will not materially or adversely affect Your ability to exercise Usage Rights in applicable ABBYY Software. ABBYY makes no warranties for any Third Party Software/Open Source.

4.5. Ownership. Except where agreed in writing, nothing in this EULA transfers ownership in, or grants any license to, any intellectual property rights. You retain any ownership of Your content and Your intellectual property, and ABBYY retains ownership of the ABBYY Software and ABBYY Content.

4.6. Any use of the ABBYY Software or its component parts outside of or in contravention of the terms and conditions of this EULA shall constitute a breach of ABBYY’s and/or third parties’ intellectual property rights and shall give cause for the revocation of all rights to use the ABBYY Software granted to You under this EULA.

Article 5. Fees

Unless otherwise agreed by the parties, the ABBYY Software licensed under this EULA requires the payment of consideration (fees for subscription). Fees do not include taxes and other duties and levies. Fees for Your use of ABBYY Software are set out in Your invoices, purchase Order(s) or purchase terms and payment procedures with Your Approved Source. Payment and billing terms are also available at https://www.abbyy.com/legal/subscription-terms/. To the extent permitted by law, orders for the ABBYY Software are non-cancellable and non-refundable. If You use ABBYY Software beyond Your Order, the Approved Source may invoice You, and You agree to pay, for such overage.

Article 6. Confidential Information and Data Use

6.1. Confidentiality. Recipient will hold in confidence and use no less than reasonable care to avoid disclosure of any Confidential Information to any third party, except for its employees, affiliates, and contractors who have a need to know (“Permitted Recipients”). Recipient: (a) must ensure that its Permitted Recipients are subject to written confidentiality obligations no less restrictive than the Recipient’s obligations under this EULA, and (b) is liable for any breach of this article by its Permitted Recipients. Such nondisclosure obligations will not apply to information that: (i) is known by Recipient without confidentiality obligations; (ii) is or has become public knowledge through no fault of Recipient; or (iii) is independently developed by Recipient. Recipient may disclose Discloser’s Confidential Information if required under a regulation, law or court order provided that Recipient provides prior notice to Discloser (to the extent legally permissible) and reasonably cooperates, at Discloser’s expense, regarding protective actions pursued by Discloser. Upon the reasonable request of Discloser, Recipient will either return, delete or destroy all Confidential Information of Discloser and certify the same.

6.2. Residual Information. It is important for ABBYY to be able to use its skills, experience, expertise, concept, ideas, and knowhow learned or acquired while providing the ABBYY Software for Licensee, itself or any of its clients in the ordinary course of its business. Therefore, hereby You agree that ABBYY is entitled to retain and use without restriction any Residual Information. Nothing in this EULA is to be construed as to prevent ABBYY from being able to do so, and further, such retention and use of Residual Information shall not be construed as a breach of this EULA.

6.3. Data processing: In the course of the ABBYY Software usage ABBYY will not process and will not have an access to Your personal data (information that relates to an identified or identifiable individual), except when it is necessary for the purposes provided below. In the course of activation, installation, operation, registration and/or technical support and maintenance of the ABBYY Software You may be asked to provide certain personal information (such as but not limited to Your name, a company name (if applicable), email address) and technical information (such as but not limited to characteristics of Your hardware, third party software, Serial number of Your ABBYY Software). You may choose not to provide us with Your personal and/or technical information, in which case You may not be able in the future to obtain technical support or maintenance of the ABBYY Software available to ABBYY customers who provide their personal data and/or technical infromation, if provision of personal and/or technical information is essential to provide You with technical support or maintenance of the ABBYY Software or is a requirement of such technical support or maintenance of the ABBYY Software and it does not contradict the applicable law. You agree not to provide more personal and/or technical information than ABBYY or an ABBYY Partner requires, and agree that Your personal and/or technical information may be processed (including but not limited to collected and/or otherwise used) by ABBYY and/or its Affiliates or ABBYY Partners in compliance with applicable law provided that the confidentiality of the data and data security is maintained if it is required by applicable law. For more details on how ABBYY processes Your personal data described in this section, please refer to ABBYY Privacy Policy available at https://www.abbyy.com/privacy/.

6.4. You acknowledge that the ABBYY Software may have periodic Internet connection with an ABBYY server to check the status of the ABBYY Software or download additional content, information or components. ABBYY will take reasonable steps with the objective that no personal information about You or Your Computer will be transferred during such connections.

6.5. ABBYY may send You e-mails containing product and company news, information about special offers, advices on products usage, products- and company-related information or about third party assests that may be used in connection with ABBYY Software, subject to Your consent to receive such information. You may remove Your e-mail address from ABBYY’s mailing list at any time by clicking on the unsubscribe link located at the bottom of each email. You shall also receive from ABBYY e-mail messages with critical information related to the ABBYY Software operation (password-related e-mails, service notifications, etc.).

6.6. ABBYY may use any Feedback You provide in connection with Your use of the ABBYY Software as part of its business operations.

6.7. If You use the ABBYY Software in a location with local laws requiring a designated entity to be responsible for collection of data about individual end users and transfer of data outside of that jurisdiction (e.g. Russia and China), You acknowledge that You are the entity responsible for complying with such laws.

Article 7. Indemnification

7.1. Claims. ABBYY will defend any third-party claim against You that Your valid use of ABBYY Software under Your Order infringes a third party's patent, copyright or registered trademark (the “IP Claim”). ABBYY will indemnify You against the final judgment entered by a court of competent jurisdiction or any settlements arising out of an IP Claim, provided that You: (a) promptly (whenever practicable but no later than seven (7) days from the moment You learn of it) notify ABBYY in writing of the IP Claim, and promptly (whenever practicable but no later than seven (7) days from the receipt of an inquiry from ABBYY) provide your documents and information ABBYY deems useful or necessary for the defense; (b) fully cooperate with ABBYY in the defense of the IP Claim; and (c) grant ABBYY the right to exclusive control of the defense and settlement of the IP Claim, should ABBYY wish it, and any subsequent appeal. ABBYY will have no obligation to reimburse You for attorney fees and costs incurred prior to ABBYY's receipt of notification of the IP Claim. You, at Your own expense, may retain Your own legal representation.

7.2. Exclusions. ABBYY has no obligation with respect to any IP Claim based on: (a) compliance with any designs, specifications, or requirements You provide or a third party provides on Your behalf; (b) Your modification of any ABBYY Software or modification by a third party; (c) the amount or duration of use made of the ABBYY Software, revenue You earned, or services You offered; (d) combination, operation, or use of ABBYY Software with non-ABBYY products, ABBYY or business processes; (e) Your failure to modify or replace ABBYY Software as required by ABBYY; or (f) any ABBYY Software provided on a no charge, beta, pre-release or evaluation basis.

7.3. This article 7 contains ABBYY’s entire obligation regarding any IP Claims against You.

Article 8. Warranties and Representations

8.1. Performance. ABBYY warrants that: for a period of 30 days (for Russia and the CIS countries except Moldova) from the Delivery Date or longer as stated in Documentation (that is the minimal guarantee term determined by the legislation of the country in which You obtained the ABBYY Software), or on www.ABBYY.com, ABBYY substantially complies with the Documentation and Product Specific Terms, is free from defects in materials and workmanship under normal use only.

8.2. Malicious Code. ABBYY will use commercially reasonable efforts to deliver the ABBYY Software free of Malicious Code.

8.3. Qualifications. Articles 8.1 and 8.2 do not apply if the ABBYY Software or the equipment on which it is authorized for use: (a) has been altered, except by ABBYY or its authorized representative; (b) has been subjected to abnormal physical conditions, accident or negligence, or installation or use inconsistent with this EULA or ABBYY’s instructions; (c) is acquired on a no charge, beta or evaluation basis; (d) is not a ABBYY-branded product or service; or (e) has not been provided by an Approved Source. Upon Your prompt written notification to the Approved Source during the warranty period of ABBYY’s breach of this Article 8, Your sole and exclusive remedy (unless otherwise required by applicable law) is, at ABBYY’s option, either (i) repair or replacement of the applicable ABBYY Software or (ii) a refund of the Subscription fee paid in the past 12 months or due for the non-conforming ABBYY. In no event shall ABBYY’s total liability for any and all claims arising out of or in connection with this EULA, whether in contract, tort, or otherwise, exceed the total Subscription fee You paid in the past 12 months under this EULA.

Where ABBYY provides a refund of license fees paid for ABBYY, You must return or destroy all copies of the applicable ABBYY Software. Except as expressly stated in this article, to the extent allowed by applicable law, ABBYY expressly disclaims all warranties and conditions of any kind, express or implied, including without limitation any warranty, condition or other implied term as to merchantability, fitness for a particular purpose or non¬infringement, or that the ABBYY Software will be secure, uninterrupted or error free. If You are a consumer, You may have legal rights in Your country of residence that prohibit the limitations set out in this Article from applying to You, and, where prohibited, they will not apply.

Article 9. Liability

9.1 Neither party will be liable for indirect, incidental, exemplary, special or consequential damages; loss or corruption of data or interruption or loss of business; or loss of revenues, profits, goodwill or anticipated sales or savings.

9.2. EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE 9, AND EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION, OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, THE ABBYY SOFTWARE (INCLUDING ANY THIRD PARTY SOFTWARE CONTAINED THEREIN), INCLUDING, WITHOUT LIMITATION, ANY DOCUMENTATION, UPGRADES AND UPDATES, IS BEING DELIVERED TO YOU “AS IS” AND ABBYY MAKES NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, OR THAT THE SOFTWARE WILL CARRY NO ERRORS, MEET YOUR REQUIREMENTS, OR THAT THE SOFTWARE WILL FUNCTION PROPERLY WHEN USED IN CONJUNCTION WITH ANY OTHER SOFTWARE OR HARDWARE. ABBYY DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULT YOU MAY OBTAIN BY USING THE SOFTWARE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE LIES WITH YOU.

9.3 FURTHERMORE, ABBYY MAKES NO WARRANTIES FOR ANY THIRD-PARTY SOFTWARE PRODUCTS WHICH MAY BE SUPPLIED WITHIN THE SOFTWARE.

9.4 IN NO EVENT WILL ABBYY BE LIABLE TO YOU FOR ANY DAMAGES, BUSINESS INTERRUPTION, LOSS OF DATA OR INFORMATION OF ANY KIND, BUSINESS OR OTHERWISE, CLAIMS OR COSTS WHATSOEVER, OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, OR ANY LOST PROFITS OR LOST REVENUE RESULTING FROM AND/OR RELATING TO THE USE OF THE SOFTWARE, OR DAMAGES CAUSED BY POSSIBLE ERRORS OR MISPRINTS IN THE SOFTWARE, EVEN IF ABBYY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS, OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. ABBYY’S SOLE AND AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THE SOFTWARE SHALL BE LIMITED TO THE AMOUNT(S) STIPULATED IN CLAUSE 9.5 BELOW, IF ANY.

9.5 The maximum aggregate liability of each party under this EULA is limited to the fees received by ABBYY for the applicable ABBYY Software and attributable to the 12 month period immediately preceding the first event giving rise to such liability.

9.6 These limitations of liability do not apply to liability arising from (a) Your failure to pay all amounts due; or (b) Your breach of Articles 3.1 (License and Right to Use), 4.1 (ABBYY Software Generally), or 12.8 (Export). This limitation of liability applies whether the claims are in warranty, contract, tort (including negligence), infringement, or otherwise, even if either party has been advised of the possibility of such damages. Nothing in this EULA limits or excludes any liability that cannot be limited or excluded under applicable law. This limitation of liability is cumulative and not per incident.

Article 10. Termination and Suspension

10.1. Suspension. ABBYY may immediately suspend Your Usage Rights if You breach Articles 3.1 (License and Right to Use), 4.1 (ABBYY Software Generally), or 12.8 (Export).

10.2. Termination. If a party materially breaches this EULA and does not cure that breach within 30 days after receipt of written notice of the breach, the non-breaching party may terminate this EULA for cause. ABBYY may immediately terminate this EULA if You breach Articles 3.1 (License and Right to Use), 4.1 (ABBYY Software Generally), or 12.8 (Export). Upon termination of the EULA, You must stop using the ABBYY Software and destroy any copies of ABBYY and Confidential Information within Your control. If this EULA is terminated due to ABBYY’s material breach, ABBYY may at its sole discretion refund You or Your Approved Source, the prorated portion of fees You have prepaid for the Usage Rights beyond the date of termination. Upon ABBYY’s termination of this EULA for Your material breach, You will pay ABBYY or the Approved Source any unpaid fees through to the end of the then-current Subscription Term. If You continue to use or access any ABBYY Software after termination, ABBYY or the Approved Source may invoice You, and You agree to pay, for such continued use.

Article 11. Audit rights

During the Subscription Term and for a period of three (3) years after its expiry or termination, You will take reasonable steps to maintain complete and accurate records of Your use of the ABBYY Software (“Records”) and, where applicable, the actual records of Volume Units for the months that are the subject of the audit sufficient to verify compliance with this EULA (“Audit of Records”). Upon reasonable advance notice, and no more than once per 12 month period, You will, within 30 days from ABBYY’s notice, allow ABBYY and its auditors at ABBYY’s cost access to the Records and any applicable books, systems (including ABBYY Software), and accounts during Your normal business hours. If the audit process discloses underpayment of fees: (a) You will pay such fees within fifteen (15) days from the ABBYY’s shortfall invoice date; and (b) You will also pay the reasonable cost of the audit if the fees owed to ABBYY as a result exceed the amounts You paid for Your Usage Rights by more than 5%, and (c) You will also pay the reasonable cost of the audit and a penalty of two times Subscription fee referring to the audited Subscription year, if the fees owed to ABBYY as a result exceed the amounts You paid for Your Usage Rights by more than 10%.

Article 12. General Provisions

12.1. Survival. Articles 4, 6-12 survive termination or expiration of this EULA.

12.2. Third-Party Beneficiaries. This EULA does not grant any right or cause of action to any third party.

12.3. Assignment and Subcontracting. Except as set out below, neither party may assign or novate this EULA in whole or in part without the other party’s express written consent. ABBYY may (a) by written notice to You, assign or novate this EULA in whole or in part to an ABBYY Affiliate, or otherwise as part of a sale or transfer of any part of its business; or (b) subcontract any performance associated with the ABBYY Software to third parties, provided that such subcontract does not relieve ABBYY of any of its obligations under this EULA.

12.4. ABBYY Partner Transactions. If You purchase ABBYY Software from an ABBYY Partner, the terms of this EULA apply to Your use of that ABBYY Software and prevail over any inconsistent provisions in Your agreement with the ABBYY Partner.

12.5. Modifications to the EULA. ABBYY may change this EULA or any of its components by updating this EULA. Changes to the EULA apply to any Order(s) acquired or renewed after the date of modification.

12.6. Compliance with Laws. Each party will comply with all laws and regulations applicable to their respective obligations under this EULA. ABBYY may restrict the availability of the ABBYY Software in any particular location or modify or discontinue features to comply with applicable laws and regulations.

12.7. Notice. Any notice delivered by ABBYY to You under this EULA will be delivered via email, regular mail or postings on ABBYY.com (if the latter is allowed in relevant jurisdictions). Notices to ABBYY should be sent to ABBYY (to the address indicated in Appendix 1 for notices) unless this EULA, or an Order specifically allows other means of notice.

12.8. Export. Subscription for ABBYY’s products and services, ABBYY Software (collectively the “ABBYY Products”) may be purchased (obtained) in the Territory and is subject to Sanctions Control Laws. You acknowledge and agree to the applicability of and Your compliance with those laws, and You will not receive, use, transfer, export or re-export any ABBYY Products to Embargoed Countries, or to or by Designated Nationals and/or in a way that would cause ABBYY to violate those laws. You also agree to obtain any required licenses or authorizations. You represent and warrant that You are not prohibited under applicable laws from receiving the ABBYY Software.

Territory means worldwide excluding all Embargoed Countries, including but not limited to: Syria, Darfur (Sudan), Iran, North Korea, Somalia, Yemen and Cuba. Embargoed Countries means countries or territories as to which the United States or any other government maintains or will maintain an embargo under Sanctions Controls Laws. Sanctions Control Laws means the United Nations, the European Union (EU), the US and other international sanction laws and regulations, applicable to ABBYY and/or You. Designated Nationals means a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person’s List or Entity List, or the comparable such lists of other governments issued under Sanctions Controls Laws. The lists of Embargoed Countries and Designated Nationals are subject to change without notice.

12.9. Governing Law and Venue. This EULA, and any disputes arising from it, will be governed exclusively by the applicable governing law referred to in Appendix 1, based on Your primary place of ABBYY Software purchase and without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods, the application of which is expressly excluded. The courts located in the applicable venue below will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the EULA or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Regardless of the below governing law, either party may seek interim injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of ABBYY’s intellectual property rights.

12.10 Force Majeure. Except for payment obligations, neither party will be responsible for failure to perform its obligations due to an event or circumstances beyond its reasonable control.

12.11 Miscellaneous. Failure by either party to enforce any right under this EULA will not waive that right. If any portion of this EULA is not enforceable, it will not affect any other terms. This EULA, together with appendixes, SMUA and Subscription terms at https://www.abbyy.com/legal/subscription-terms/ that form an integral part of this EULA, is the complete agreement between the parties with respect to the subject matter of this EULA and supersedes all prior or contemporaneous communications, understandings or agreements (whether written or oral).

12.12 ABBYY may provide local language translations of this EULA in some locations. You agree that those translations are provided for informational purposes only and if there is any inconsistency, the English version of this EULA will prevail.

Appendix 2
to Subscription End User License Agreement
Product Specific Terms

This Appendix incorporates Product Specific Terms that may apply to the ABBYY Software You acquire.

1. Additional definitions:

“ABBYY Software” means here Vantage® on-premise private cloud version which is ABBYY Vantage consisting of ABBYY Vantage Platform, Skills developed by ABBYY and all of ABBYY’s proprietary technology (including software, hardware, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information), as well as Documentation and other ABBYY Software components.

“ABBYY Vantage Platform” means the software platform which enables You to configure (design), train, use and publish Skills, as well as import other Assets, modules and components of the ABBYY Software designed by ABBYY or third parties available on ABBYY Marketplace.

“Connector” means a software tool that allows interaction between third-party system and ABBYY software for which that tool is designed. There’s a separate supplemental end user license agreement for Connector(s).

“Proprietary notice” for ABBYY Vantage is: “This software includes ABBYY® Vantage® technologies © 2021 ABBYY Development, Inc. ABBYY, ABBYY VANTAGE and VANTAGE are either registered trademarks or trademarks of ABBYY Software Ltd. in the United States and/or other countries. www.abbyy.com”

“Skill” means an ancillary software scenarios, including but not limited to classification of documents, extraction of data from documents, or running documents by predefined workflow. There’s a separate supplemental end user license agreement for Skill(s).

2. ABBYY Software Delivery details. Hardware Key is inapplicable. After acknowledgement of Your payment, ABBYY will send You by e-mail an Internet address from which the ABBYY Software may be downloaded, and/or License Key. ABBYY’s liability shall end upon Your receipt of the Internet download address and/or the License Key(s). The Assets may be delivered via the Internet, via the Marketplace or else.

3. Skills.

3.1 Skills terms are governed by the supplemental end-user license agreement for Skills, which is an integral part of this EULA, available at Marketplace or upon request from ABBYY. Skills are licensed on a Subscription basis. As a rule, Updates for Skills will be rolled out automatically.

3.2 Skills Term. Some Skill shall have its own Subscription Term in accordance with the supplemental end user agreement for a Skill, and such license will add new Volume Units to the ABBYY Software Subscription. Skills Subscription Term will be aligned with the ABBYY Software (will have the same renewal date). The Skills available with Vantage will be free of additional cost throughout the Subscription Term, unless a separate license fee is required. Skills are available in trial mode, which will end after 6o days unless You purchase a Subscription for that particular Skill. To be able to use certain Skills available in the Skill Catalog upon installation You need to purchase individual Subscriptions for such Skills. Updates for Skills will be rolled out automatically.

3.3 Skills are owned by ABBYY, in accordance with Clause 4.5 of this EULA.

4. Connectors. Usage rights and licence terms for Connectors are stipulated in the supplemental end-user license agreement for ABBYY Connector for ABBYY Vantage, which is an integral part of this EULA. Payment, billing and taxes are stipulated in the Subscription terms at https://www.abbyy.com/legal/subscription-terms/.

5. Other details.

5.1 Features, Add-ons, and Custom Components. Should the use of features, Assets, Skills, add-ons, and/or custom components of the ABBYY Software require an additional Protection Key, this data will be included into the Order.

5.2 Restrictions of Your Usage rigths may include, but are not limited to, the following: processing Volume Units, Subscription Term, territory. This data will be included into the Order. Trial use for ABBYY Software is limited to 60 days and up to 2,000 A4 Pages (defined in the subscription terms at https://www.abbyy.com/legal/subscription-terms/) after the Evaluation version is made available to You.

5.3 Computer requirements. Should there be any requirements to Computer(s), they are listed in the System Requirements section under www.abbyy.com/vantage.

5.4 If ABBYY Software is deployed or used in a virtual environment, including, without limitation, by means of VMware, Citrix or hosting on a cloud, at no time You may access or use of the ABBYY Software exceeding the restrictions on ABBYY Software, or the scope of Your Usage rights. For instance, You may not use the ABBYY Software to process more than the total number of permitted Volume Units.

5.4 Use with Your solution. ISV Distribution To integrate the ABBYY Software and distribute it with any software or integrated software and hardware systems. Your solution, You need to enter into a separate written agreement with ABBYY with a description of the intended solution and use.

5.5. No Other Rights. ABBYY reserves all rights not explicitly granted to You hereunder.