10. General

10.1. ABBYY may assign its rights and obligations hereunder (or any part thereof) to a third party at any time without notice or Your consent. You may not assign or transfer any of the rights or responsibilities set forth herein without the express written consent of ABBYY, and any purported attempt to do so shall be deemed void.

10.2. Foreign Corrupt Practices Act. In conformity with the United States Foreign Corrupt Practices Act, You and Your employees and agents will not directly or indirectly make and offer payment, promise to pay, or authorize payment, or offer a gift, promise to give, or authorize the giving of anything of value for the purpose of influencing an act or decision of an official of any government, including the United States Government (including a decision not to act), or inducing such a person to use his influence to affect any such governmental act or decision in order to assist ABBYY in obtaining, retaining, or directing any such business.

10.3. Export Control. The Service may use software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. The Service shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by 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 Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, You represent and warrant that You are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. The Service may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774.

10.4. The following procedure shall be observed to resolve any dispute arising between You and ABBYY under this Agreement. If You have reasons to believe that Your rights and interests have been violated in connection with the use of the Service, You may send a complaint to ABBYY at cloudocrsdk@abbyy.com. ABBYY shall respond to the complaint within twenty (20) working days of receipt of the complaint. The response shall be sent to Your e-mail address as indicated in the complaint. If the parties fail to resolve the dispute in this manner, the dispute shall be resolved in accordance with the terms of this Agreement. ABBYY is not obligated to respond to anonymous complaints or complaints from users who cannot be identified with the data they provided to register.

10.5. Waiver. The failure of either party to enforce compliance with any provision of this Agreement shall not constitute a waiver of such provision unless accompanied by a clear written statement that such provision is waived. A waiver of any default hereunder or any of the terms and conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. Except as expressly provided herein to the contrary, the exercise of any right or remedy provided in this Agreement shall be without prejudice to the right to exercise any other right or remedy provided by law or equity.

10.6. Severability. If any part of this Agreement is found to be or should become illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the grant of any rights to You under this Agreement is found to be illegal, unenforceable, or invalid, the right granted will immediately terminate.

10.7. Interpretation. The headings appearing at the beginning of several Sections contained in this Agreement have been inserted for identification and reference purposes only and must not be used to construe or interpret this Agreement.

10.8. No partnership or agency. Nothing in this Agreement or any circumstances associated with it or its performance give rise to any relationship of agency or partnership between You and ABBYY.

10.9. Entire Agreement. This Agreement (along with any and all associated Appendices) is the final and complete expression of the agreement between these parties regarding the usage of the Service together with all Appendices and other documents referenced by this Agreement, which constitute an integral part of the Agreement. This Agreement supersedes all previous oral and written communications regarding these matters, including any marketing materials or documentation provided by ABBYY prior to the execution of this Agreement, unless specifically referred to and incorporated in this Agreement. No employee, agent, or other representative of ABBYY has any authority to bind ABBYY with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement.

10.10. All of the terms and conditions stated in the Agreement apply both to the Service as a whole and to any of the Service’s separate parts.

10.11. All the terms and periods herein are calculated as calendar periods, unless otherwise expressly specified.

10.12. ABBYY may list and publish in different materials and/or in the Internet Your name and Your Application/Your Service in an index of Clients/products that use technology developed by ABBYY.

10.13. Force Majeure. If the performance of the provisions of the Agreement or any obligation herein is prevented, restricted or interfered with circumstances beyond the reasonable control of the party obliged to perform it, the party so affected, upon giving prompt notice to the other party, shall not be liable for any delay or failure to perform the provisions of the Agreement or any obligations herein to the extent of such prevention, restriction or interference, but the party so affected shall use its commercially reasonable efforts to avoid or remove such causes of non-performance and shall resume the performance of the provisions and obligations as soon as possible after such causes are removed or diminished.

10.14. Law and Construction.

(a) If You are domiciled in a country that is a member of European Economic Area (EEA), the United Kingdom, or Switzerland, this Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Germany. The parties, if the Client is a merchant, a legal person under public law, or a special asset (Sondervermögen) under public law, shall submit any and all disputes, controversies or differences that in the opinion of a party cannot be settled amicably, to the court of Munich, Germany. This Section shall in no event be construed so as to deprive ABBYY to institute interim injunction proceedings at a different court of another country.

(b) If You are domiciled in a country other than the countries specified in Section 10.14 (a) hereof, this Agreement shall be governed by and construed in accordance with the laws of the State of California, United States of America. With respect to any dispute, which may arise in connection with this Agreement, You consent to the exclusive jurisdiction and venue of the federal and/or state courts in the county of Santa Clara in the state of California.

(c) This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

10.15. ABBYY may unilaterally change this Agreement at any moment in case: (a) changes are required to comply with the applicable law, applicable regulation, a court order or guidance issued by a regulator or agency; or (b) changes do not: (i) result in a violation of Your right; and (ii) otherwise have a material adverse impact on your rights under the Agreement, as reasonably determined by ABBYY. Before changes will take effect ABBYY informs you at least 30 days in advance (or shorter period as may be required to comply with the applicable law, applicable regulation, a court order or guidance issued by a regulator or agency) by either: (a) email; or (b) alerting you via the Service Management System . If you object to any such change, you must terminate the Agreement and stop using Service. ABBYY shall be entitled not to notify you about editorial changes.