ABBYY CLOUD OCR SDK DEVELOPER AGREEMENT 23.04.2020
ABBYY will provide You with the Service subject to the terms of this Developer Agreement (“Agreement”).
BEFORE ACCEPTING THIS AGREEMENT, CAREFULLY READ THE TERMS OF THIS AGREEMENT. BY EXECUTING A SIGNUP FORM THAT REFERENCES THIS AGREEMENT, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, DO NOT EXECUTE A SIGNUP FORM THAT REFERENCES THIS AGREEMENT AND DO NOT USE THE SERVICE.
- “ABBYY” means ABBYY USA Software House Inc., a California corporation having its principle place of business at 890 Hillview Court, Suite 300, Milpitas, California 95035, USA.
- “ABBYY Partner” is a third-party company that is authorized to resell the Service to You.
- “Account” means a collection of data associated with a particular user of the Service. Each Account comprises an Account username and Account user password (“Account Credentials”) and defines various settings for usage of Service.
- “Affiliate” means a person that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with the person specified.
- “Application” means an interface within the Service that is created by You or on Your behalf under Your Account registered within the Service Management System. The purpose of the Application is to enable Your Solution to access and use the Service. Under Your Account You can create and manage several separate Applications. Each Application comprises an individual Application ID and Application Password (“Application Credentials”).
- “Authorized Users” means individuals who are authorized by You to use the Service, and who have been supplied Account Credentials by You (or by ABBYY at Your request). Authorized Users may include Your employees, consultants, contractors, and agents.
- “CAPTCHA” means a type of challenge-response test used in computing as an attempt to ensure that the response is generated by a person. A common type of CAPTCHA requires the user to type letters or digits from a distorted image that appears on the screen.
- “Code Samples” means the source code of sample applications that use the Service, as may be made available by ABBYY.
- “Data Processing Location” means geographical location where Uploaded Data is processed and stored.
- “Data Protection Laws” means all applicable local, state, national, and foreign data protection, data privacy, electronic communications and data security laws, treaties, or regulations.
- “End User” means a person or a legal entity using Your Solution in accordance with the End User Agreement. You are also an End User in cases where Your Solution is developed for Your own internal use.
- “End User Agreement” means a written agreement between You and the End User that governs the rights and obligations of End User’s use of Your Solution, in accordance with Section 7.5.
- “Intellectual Property Rights” means all rights of any nature in patents, registered designs, registered trademarks and service marks, and all extensions and renewals thereof, unregistered trademarks and service marks, business and company names, unregistered designs, internet domain names and email addresses, design rights, topography rights, rights in inventions, utility models, database rights, know-how and copyrights (including moral rights); applications for any of the foregoing and the right to apply for any of the foregoing in any country; rights under licenses, consents, orders, statutes or otherwise in relation to the foregoing; rights of the same or similar effect or nature which now subsist; and the right to sue for past and future infringements of any of the foregoing rights.
- “Service” means the “ABBYY Cloud OCR SDK” Web service accessible via the links stated at https://www.ocrsdk.com/documentation/specifications/data-processing-location/ and all of ABBYY's proprietary technology (including software, hardware, services, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information) made available to You by ABBYY, as well as ancillary online or offline services, audio, visual and text information.
- “Service Management System” means a section of the Service available at https://cloud.ocrsdk.com that allows You to register Your Account, manage Your Account settings, create Your Applications and see statistics of Your Account and Your Applications.
- “Service Marketing Materials” means picture samples, demo samples, user’s guides, notification texts and other marketing materials made available to You through the Service and https://www.ocrsdk.com/, the Service Management System or through e-mail in connection with usage of the Service.
- “Service Storage” means software and hardware used by ABBYY for storage of Uploaded Data.
- “Signup Form” means the online form You shall use to create an Account in order to register with ABBYY for the usage of the Service.
- “Uploaded Data” means any data uploaded by You, End Users or Authorized Users to the Service Storage in the course of using the Service.
- “You” or “Your” refer to and include any person and/or any entity that is accepting this Agreement.
- “Your Data” means any data, information, or material (including but not limited to any images, scanned documents or photos) provided or submitted by You or Authorized Users to the Service in the course of registration within the Service, or automatically collected by the Service about You, Authorized Users, Your Solution, or Your Functionality. Your Data does not include Uploaded Data.
- “Your Functionality” means the set of capabilities of Your Solution.
- “Your Solution” means a software application or a service for End Users created and operated by You or on Your behalf and that is incorporating or using the Service. The Service is integrated into Your Solution through its application programming interface (API).
2. Service Scope
- Scope. In consideration of the Service fees paid and subject to the terms and conditions hereof and as specifically set forth in Appendices, ABBYY grants to You a limited, non-exclusive, revocable, non-transferable right to use the Service in conjunction with Your Solution during the term of this Agreement. All rights granted hereunder by ABBYY are revocable in accordance with this Agreement. All rights not expressly and unambiguously granted herein regarding the Services are reserved by ABBYY.
- Feature Modification. The Service is an evolving service. ABBYY may add additional features to the Service, remove features, or modify the design of existing features. Any such addition, removal or modification may be done: (i) without notice if it does not break computer-to-computer integration, using reasonable integration techniques supported by ABBYY, between Your Solution and the Service, or (ii) with a 90-days’ notice to Your Account e-mail address if it breaks computer-to-computer integration. Notwithstanding the above, features designated as “Beta”, “Preview”, “Experimental”, “Labs” or with other similar designations (“Experimental Features”) may be changed or removed at any time without notice, even if this breaks computer-to-computer integration. ABBYY is under no obligation to make any new features or feature modifications available as part of the Service.
- Technical integration. You are solely responsible for the technical integration of the Service into Your Solution, the possibility to integrate the Service, and all costs associated with the technical integration of the Service. Under no circumstances shall ABBYY be liable for any failure to achieve satisfactory or timely technical integration, even if the failure is caused by a software issue, documentation issue or insufficient support by ABBYY.
- Limits. ABBYY may impose limits on Your usage of the Service including but not limited to maximum message sizes, peak message rates, and connection timeouts, and ABBYY will be the sole judge of the reasonableness of such limits. If You exceed any limits, ABBYY may, in its sole discretion, remedy the situation by blocking or removing over-limit usage.
- Resources. Except as specified in the Agreement and the Data Processing Addendum (https://www.ocrsdk.com/dpa/), ABBYY will determine in its sole and reasonable discretion the appropriate ABBYY resources to be used in providing the Service, on an as-available basis. ABBYY sometimes utilizes the services or products of a limited number of third parties, whether companies or individual subcontractors as well as ABBYY Affiliates (“Approved Contractors”) which have been determined by ABBYY to meet its standards. In order to most effectively meet Your needs, ABBYY may assign or subcontract all or part of ABBYY’s performance obligations and rights towards the provision of any portion of the Service under this Agreement to an Approved Contractor.
- No right to sublicense. ABBYY does not grant You the right to sublicense the Service without ABBYY’s prior written consent.
- Service users. ABBYY will make the Service available to You or the Authorized Users. The Service may be accessed and used solely for the End User’s internal business purposes.
- No title. You acknowledge and agree that nothing herein transfers or conveys to You any right, title, or interest to any Intellectual Property Rights in or to the Service and any part thereof or copy thereof. No title to any Intellectual Property Rights is transferred to You unless otherwise provided for in Section 7. You shall further at no time dispute the validity of ABBYY’s right, title, or interest to any Intellectual Property Rights in or to Service and any part thereof or copy thereof or assert the right to use the intellectual property rights in the Service in any jurisdiction otherwise than as permitted by this Agreement.
- No support obligation. ABBYY shall have no obligation to provide technical support to You.
3. General Obligations
General Restrictions. Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, You will not, and will not permit or authorize third parties, directly or indirectly, to:
(a) Provide on-line services to third parties through the use of the Service, while providing similar functionality to that of the Service or ABBYY FineReader Online available under https://finereaderonline.com/;
(b) circumvent or disable any technical features or measures in Service;
(c) attempt to make denial-of-service attack (DoS) or distributed denial-of-service (DDoS) attack through the Service;
(d) use the Service for CAPTCHA breaking;
(e) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Service or any software, documentation or data related to or provided with the Service unless such acts are expressly permitted under the applicable laws;
(f) misuse the Service by knowingly introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful;
(g) use the Service in any way not listed in the online documentation, which is available at https://www.ocrsdk.com/documentation/;
(h) register with more than one email address for the purpose of receiving additional free pages, or circumventing the terms and conditions of the pricing policy or the terms and conditions of the marketing campaigns; or
(i) submit Uploaded Data which is subject to U.S. export control and regulation.
Code Samples Restrictions. Except as otherwise explicitly provided in this Agreement:
(a) Code Samples are the property of ABBYY and shall at all times remain with ABBYY.
(b) You may include the Code Samples into Your Solution.
(c) You may study, modify and provide the Code Samples to End Users in binary code as part of Your Solution or provide in-house access to the Code Samples, provided that Your Solution uses the Code Samples solely for processing the results obtained with the Service.
(d) Ownership of modifications to the Code Samples shall remain with the party making such modifications.
(e) If You disclose modifications made to the Code Samples by sending them to the 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.
Service Marketing Materials Restrictions. Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, You will not, and will not permit or authorize third parties to:
(a) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works based on Service Marketing Materials, except with prior written approval from ABBYY unless such acts are expressly permitted under the applicable laws;
(b) use Service Marketing Materials for any purpose except the purpose related to the Service usage.
- Restricted Rights Legend. Any technical data, software, and documentation provided with the Service and used for or on behalf of the United States of America, its agencies and/or instrumentalities (“U.S. Government”), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software Subsection at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. The manufacturer is ABBYY.
- Export Restrictions. You will not directly or indirectly import, export, or re-export the Service or Your Functionality outside Your country without obtaining all permits and licenses as may be required by, and conforming with, all applicable laws and regulations of the governments of your country and the foreign territory.
- Actions by Authorized Users. ABBYY will establish during the signup process one set of Authorized User Account information, consisting of Account Credentials, with full privileges to the Service. You are responsible for any actions taken by an Authorized User or End Users and are obligated to take appropriate measures to avoid that an Authorized User, without Your prior consent, adds or removes subscriptions to the Service, makes payments or requests Service functionality. You will abide by all applicable local, state, national, and foreign laws, treaties, and regulations in connection with Your use of the Service. In no event will ABBYY be responsible or liable for any damages, fines, taxes, or other consequences of misuse or abuse of the Service by Authorized Users / End users. You are solely responsible for the security of Account Credentials and Application Credentials, including the storage of usernames, Passwords, and other secret information if applicable, and the choice of strong passwords. ABBYY may from time to time impose, but is not obligated to impose, password and other secret information management policies that You agree to comply with, including but not limited to minimum password strength and maximum password lifetime.
- Unauthorized Use. You will: (a) immediately notify ABBYY of any unauthorized use of any password or other secret Account information or any other known or suspected breach of security; (b) report to ABBYY immediately and use best efforts to immediately stop any unauthorized copying or distribution of any part of the Service; and (c) not impersonate another user or provide false identity information to gain access to or use the Service.
- Data. You shall bear sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, intellectual property ownership, and usage rights for all of Your Data and any data sent by You, Your Authorized Users/End Users to the Service. You will abide by and will be solely responsible for any breach of applicable local, state, national, and foreign law, treaty, or regulation in connection with Your Data/Uploaded Data, including those related to data privacy, international communications, and the transmission of technical or personal data. Terms and conditions of processing and storage of the Uploaded Data are specified in the Data Processing Addendum (https://ocrsdk.com/dpa/) (“DPA”) to this Agreement and shall apply if and to the extent ABBYY processes personal data on Your behalf. The DPA is only applicable if either a) You are domiciled in a country specified in Section 10.14 a) of this Agreement, or b) You are domiciled in a country other than the countries specified in Section 10.14 a) and You have chosen Data Processing Location in the European Union. In the event of a conflict between any provision in the DPA and any provision in the Agreement or its appendices, the DPA shall control.
- Data Processing. To perform the obligations under this Agreement in an efficient manner, ABBYY and its Affiliates may need to process and store Your Data and Uploaded Data (pursuant to DPA, if applicable). You shall provide to ABBYY, in compliance with the Data Protection Laws, certain information that is reasonably required by ABBYY to provide the Service, including but not limited to the name and e-mail address, of Your relevant personnel and of the Authorized Users, and information on when, how and how much of the Service functionality You use. You hereby authorize ABBYY to process this subset of Your Data (including but not limited to collecting, systematizing, storing, updating, modifying, using, distributing, transferring, depersonalizing, locking or deleting) in electronic or paper format for the purpose of providing You with the Service. ABBYY guarantees that the data You provide will be stored strictly within ABBYY and ABBYY Affiliates and will not be disclosed to any third parties except as expressly required or permitted by law and/or as necessary for the performance of this Agreement. Except as otherwise provided in this Agreement and the DPA (if the latter is applicable), ABBYY will not access, review, use, publish, reproduce or disclose any of Your Uploaded Data
- E-mail Messages. You hereby authorize ABBYY to send Your designated personnel, agents and representatives who have expressly consented to receive e-mail messages about ABBYY’s product and company news, special offers, products usage advices and other marketing-related information related to ABBYY’s activities. You may remove such personnel’s e-mail addresses from the mailing list at any time by changing the appropriate setting in Your Service Management System. You shall also receive from ABBYY e-mail messages with critical information related to the Service operation (password-related e-mails, service notifications, etc.).
- Your Compliance With Laws. You agree that, other than ABBYY’s legal obligations as a processor of certain data stored in the Service, You are solely responsible for complying with any laws, treaties, or regulations in connection with collection, uploading, use, transfer and other control of any Uploaded Data or Your Data, including personal or confidential data, and shall defend, indemnify and hold ABBYY harmless from and against any and all claims, actions, proceedings, expenses, liabilities, damages, losses, costs, and expenses, including attorneys’ fees, associated with and/or arising from such Uploaded Data. If Uploaded Data processing causes failure of the Service or leads to an abnormal consumption of computing resources or other exceptional cases adversely affecting the functionality of the Service, You consent to ABBYY’s use of such Uploaded Data for the sole purpose of safeguarding the functionality of the Service.
- Location of Storage for the Services. Uploaded Data will be stored for processing purposes (duration of the storage is subject to Section 3.14 of this Agreement) either in the European Union or the United States of America, depending on what Data Processing Location You selected during the Application creation step.
- Deletion Periods. ABBYY and its Affiliates will automatically schedule all Uploaded Data for deletion within forty-two (42) hours after it has been uploaded to the Service. Processed Uploaded Data will be scheduled for deletion within twenty-four (24) hours after it has been processed by the Service. Uploaded Data scheduled for deletion will be deleted within six (6) hours after it has been scheduled for deletion. If You wish to delete Uploaded Data sooner than the specified automatic deletion periods, You may do so by using the method described in the Documentation (https://www.ocrsdk.com/documentation/api-reference/).
4. Pricing and Payment
- Prices. The Service is partly a paid-for service. Information regarding the prices and payment procedure is an integral part of this Agreement and can be found at https://ocrsdk.com/plans-and-pricing/, as well as in the billing terms located at https://www.ocrsdk.com/plans-and-pricing/billing-terms/ (collectively “Pricing Terms”). In case of any discrepancy between the terms of this Agreement and those of the Pricing Terms, the terms of the Pricing Terms shall prevail.
- Precautionary Suspension. ABBYY will reserve the right to suspend Your usage of the Service if ABBYY reasonably believes that the Service is misued or accessed by an unauthorized user. You hereby agree to such suspension of the Service usage.
- Price Change. ABBYY may change the prices and payment procedure at any time, by giving notice thereof to You by posting the new pricing terms at https://ocrsdk.com/plans-and-pricing/ and/or located at https://www.ocrsdk.com/plans-and-pricing/billing-terms/. Such revised prices and payment terms will be binding on You following the expiration of Your existing subscription for the Service, if, subsequent to the expiration of Your existing subscription for the Service, You continue to use the Service.
- Non-Refundable Fees. All fees are non-cancellable and are non-refundable, except as otherwise provided for herein and unless cancellable or refundable under the applicable laws.
- Bank Transfer Charges. All outgoing bank transfer charges are to be paid by You.
- No Set-Off. Without prior written consent of ABBYY, You may not set off payment of the Service Fees with any amounts ABBYY may owe to You.
- Moment of Payment Fullfilment. All payment obligations of You shall be deemed fulfilled when the sums due are credited to ABBYY's or the ABBYY Partner's bank account.
- Taxes. Any applicable custom duties, withholding taxes and other similar payments which may be levied or imposed on ABBYY by the authorities of Your country pursuant to the tax legislation or other convention or agreement between the countries of the parties hereto with respect to any of the amount payable to ABBYY, pursuant to this Agreement, shall be borne by You.
- Confidential Information. In connection with this Agreement, each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). Subject to Section 5.2, ABBYY’s “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) consisting of or relating to its technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, including any written or oral information disclosed by ABBYY in relation to the Service, Code Samples, Service Management System and Service Storage, in each case whether or not marked, designated, or otherwise identified as “confidential”. Subject to Section 5.2., “Your Confidential Information” means any information that You provide to ABBYY which has been marked, designated, or otherwise identified as “confidential”.
- Exclusions. Confidential Information does not include information that: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party's knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:
(a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;
(b) except as may be permitted by and subject to its compliance with Section 5.5, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this Section 5.3; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 5;
(c) safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care;
(d) promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and take all reasonable steps with Disclosing Party to prevent further unauthorized use or disclosure; and
(e) ensure its Representatives' compliance with, and be responsible and liable for any of its Representatives' non-compliance with the terms of this Section 5.
- Trade Secrets. Notwithstanding any other provisions of this Agreement, the Receiving Party's obligations under this Section 5 with respect to any Confidential Information that constitutes a trade secret under any applicable law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable laws other than as a result of any act or omission of the Receiving Party or any of its Representatives.
- Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy; and (b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 5.5, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose and, on the Disclosing Party's request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.
- Residual Information. It is important for ABBYY to be able to use its skills, experience, expertise, concepts, ideas, and know-how learned or acquired while providing the Service for You, itself or any of its clients in the ordinary course of its business. Therefore, You agree that ABBYY is entitled to retain and use without restriction any of the generalized knowledge, techniques, methodologies, practices, processes, skills, experience, expertise, concepts, ideas, and know-how learned or acquired by ABBYY’s personnel in the course of providing the Service 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 (“Residual Information”). Nothing in this Agreement 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 Agreement.
6. Term and Termination
- Term. This Agreement will commence upon the date You execute the Signup Form and continue until terminated in accordance with this Section 6.
- Termination for Convenience. ABBYY may terminate this Agreement at any time without any notice to You. In the event ABBYY terminates this Agreement for its convenience, ABBYY will refund to You any payments You had made for pages You were unable to use due to such termination.
- Termination by You. You may terminate this Agreement at any time with a prior written notice to ABBYY by e-mail to firstname.lastname@example.org. In this case, ABBYY will permanently delete Your Account. In such event, any payments You had made for purchased Services are forfeited and will not be refunded to You.
- Terminaton for Non-Use. In addition to the Section 6.2. above, ABBYY may also terminate this Agreement if You have not made any activities though Your Account for one year. In that case, Your Account will be deleted and payments for purchased Services are not refundable.
- Termination of the Service. In case of a material breach of this Agreement by You, Authorized Users or End Users acting on your behalf, ABBYY may deactivate or permanently delete Your Account or may suspend the Service. In the event ABBYY erroneously terminates the Service to You or erroneously deletes Your Account, ABBYY will refund to You any payments made for pages you were unable to use due to such termination or deletion. To the extent permitted by law, in the case of the breach of this Agreement by You, payments for purchased Service will not be refunded.
- Account de-activation. You may contact ABBYY by e-mail at email@example.com to de-activate Your Account and cease Your use of the Service at any time. If Your Account is de-activated, payments for purchased Services will not be refunded. In order to re-activate Your Account, you should write a request to firstname.lastname@example.org. Account reactivation is solely at ABBYY’s discretion. The Account may not be reactivated in case if the Service is not available anymore. If the Account is not re-activated within 1 (one) year from the de-activation date for whatever reason, the Agreement shall be considered terminated as of the day following the last day of this one-year term for the Account re-activation.
- Survival. The following provisions will survive any expiration or termination of this Agreement: Sections 1, 3.1, 3.3, 3.5, 3.7, 3.8, 3.12, 5, 6.7, 6.8, 6.9, 7.1, 7.5, 7.6, 8, 9, and 10 as well as any other indemnification obligations.
- Consequences of Termination. Upon termination of the Agreement, all the rights granted to You thereunder will immediately terminate. Upon termination of the Agreement You shall be required to return (or with ABBYY’s consent destroy and certify such destruction in writing) all objects in which ABBYY has Intellectual Property Rights or/and ABBYY’s Confidential Information provided in connection with this Agreement. Upon completion of the Agreement Term, all Your, Authorized Users and End Users rights to access and use the Service will terminate and ABBYY will irretrievably delete and destroy Your Data, with the only exception of Your Data that has to be retained by law (e.g. financial information) and other information about You that could be necessary for the performance of ABBYY’s obligations after the date of termination or expiration hereof. In any case, ABBYY will, if reasonably possible, inform You in advance and give You the opportunity to export Your Data from the Service. The termination or expiration of the Agreement shall not itself give rise to any right for You to receive or demand any compensation for goodwill, Authorized Users’ and End Users’ expenses or any other payment of any nature from ABBYY and/or its Affiliates, subcontractors and service providers.
- Partners. If You purchased the Service directly from a Partner, Partner may have a right to revoke the Service, limit Your access to it or delete some or all Uploaded Data. All disputes between You and such Partner, whether relating to any information, data or forms available on or through the Service, will be settled by and between You and such Partner. ABBYY bears no responsibility for resolving such disputes and has no obligation to be involved in any way in any such dispute.
7. Copyrights and Trademarks
- Rights in the Service. ABBYY, its Affiliates or associated companies own all right, title, and interest, including all related intellectual property rights, in and to the Service, Service Marketing Materials, Code Samples, and any feedback provided by You or any other party relating to the Service, Service Marketing Materials or Code Samples. All ABBYY trademarks are the intellectual property of ABBYY, its Affiliates or associated companies.
- ABBYY Trademarks. You shall display ABBYY trademarks belonging to ABBYY and accurately identify and refer to ABBYY and its technology and services subject to ABBYY guidelines provided at https://www.abbyy.com/legal/abbyy_logo_usage_guide/. You shall also display a statement confirming the proprietary rights of ABBYY and its subcontractors identified in the Agreement and Appendices (if any). Only for performing this Section by You, ABBYY hereby grants to You a limited, non-exclusive, revocable, non-sublicensable, non-transferable, right to use the ABBYY trademarks within the Territory and in accordance with this Section 7.3.
- Use of Company Names. ABBYY may identify You in its advertising and marketing materials as a client of the Service, and may use Your trademarks, trade names, service marks, and logos in such materials subject to Your reasonable guidelines. Furthermore, ABBYY may disclose some or all of the Service features that You are using.
- Third-Party Software. The Service may contain components of other third-party software, which are the property of their respective owners. You shall comply with the terms and conditions governing the use of such software components as listed in the Appendix of this Agreement. You shall display the trademarks that belong to ABBYY and information about the third-party rights to the intellectual property as specified in the Appendix.
End User Agreement Terms. Your End User Agreements shall contain minimal terms in favor of ABBYY that substantially meet the following requirements:
(a) Statements that Your Solution utilizes the Service with a reference to the Service’s exact name in it, and that Your Solution contains third party technologies.
(b) End User is granted only a non-exclusive, nontransferable right to use the Service.
(c) ABBYY shall not be liable to the End User for any general, special, direct, indirect, consequential, incidental, or lost profits or other damages arising out of or related to the Service.
(d) End User will not: (i) decompile or reverse engineer the the Service or the software that operates the Service (collectively referred to as the “Software” in this Section 7.5. d) or its component parts; (ii) modify, publish, transmit, license, sublicense, transfer, sell, distribute, reproduce, create derivative or collective works from, or in any way otherwise exploit the Software or make the Software available, in whole or in part; (iii) disclose results of any services or program benchmark tests without ABBYY’s prior written consent; (iv) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Service available to any third party other than as expressly permitted under the terms of the agreement; (v) transmit files, content, photographs, videos, personal or technical data or any other type of information or data (collectively, “User Content”) that is defamatory or libellous; (vi) transmit any User Content that it has no rights to, or for which transmission would constitute infringement of third-party intellectual property rights; or (vii) transmit any viruses, malicious code, Trojan horses, worms, corrupted files, or any other similar software that may damage the operation of another's computer, data or property, or transmit any other harmful or code technology.
- Dispute with Third Parties. All disputes between You and third parties, whether relating to any information, data or forms available on or through the Service, will be settled by and between You and such third party. ABBYY bears no responsibility for resolving such disputes and has no obligation to be involved in any way in any such dispute.
8. Limited Warranty and Disclaimers
- No conflict. Each party represents and warrants to the other that the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
- Internet Delays. ABBYY is not responsible to provide You with an Internet connection or with any hardware or software required to connect to the Internet, and ABBYY is not liable for the quality of Your Internet connection or the quality of the hardware and software that You use to access the Internet. ABBYY is not liable for any malfunction or other problems in telephone networks or services, computer systems, servers, providers, computer hardware, software, or telecoms equipment, or for any malfunction in the operation of e-mail and scripts, howsoever caused, or other damage resulting from such problems. ABBYY shall not be liable for any delay, malfunction, missed or late delivery, removal or loss of any of Your Data.
- Loss of information. You acknowledge that You will be transmitting information over a public computer network and that ABBYY shall not be liable for any loss of information transmitted in this manner.
- Performance of Your Solution. ABBYY cannot warrant the performance of any of Your Solution created by or for You using the Service, nor does ABBYY make any representations or warranties with respect to performance of the Service in Your Solution.
- No warranties for third party software products. ABBYY makes no warranties for any third-party software products, which may be included into the Service.
Warranty disclaimer. ABBYY does not represent or warrant that:
(a) the use of the Service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system, or data,
(b) the Service will meet Your or any End-user’s requirements or expectations,
(c) any stored data will be accurate or reliable,
(d) the results obtained by using the Service are accurate, complete or useful;
(e) Other than provided in the SLA (https://www.ocrsdk.com/sla/), which forms an integral part of this Agreement, the operation of the Service or the provision and availability of the Service will be continuous and/or uninterrupted or free from error. In case of any discrepancy between the terms of this Agreement and those of the SLA, the terms of the SLA shall prevail;
(f) the quality of any products, services, information, or other material purchased or obtained by You through the Service will meet Your requirements or expectations,
(g) errors or defects will be corrected; or
(h) the Service or the server(s) that make the Service available are free of viruses or other harmful components.
- Your Warranties. Without prejudice to ABBYY's obligations as set forth above, You warrant that You are the exclusive owner of all rights to Your Solution and that Your Solution does not infringe any third party's Intellectual Property Rights.
- No Other Warranties. Except as expressly provided herein, abbyy makes no other warranties or guarantees regarding the service, and you acknowledge that the Service and all data are provided to You strictly on an “AS IS” basis and all conditions, representations and warranties, whether express, implied, statutory, or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by ABBYY and ABBYY’s licensors.
9. Limitation of Liability and Indemnification
Limitation of Liability
i. IN NO CASE SHALL ABBYY, ITS AFFILIATES, AND ITS AND THEIR REPRESNTATIVES BE LIABLE FOR INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, EXEMPLARY, TREBLE, CONSEQUENTIAL OR SPECIAL DAMAGES (INCLUDING THE THE LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL) WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.
ii. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ABBYY’S TOTAL AND CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU UNDER THIS AGREEMENT FOR THE SERVICE, IN EITHER CASE EVEN IF ABBYY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
iii. THESE LIMITATIONS SHALL APPLY DESPITE THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PROVISIONS OF THIS SECTION 9 ALLOCATE RISKS UNDER THIS AGREEMENT BETWEEN ABBYY AND YOU. ABBYY’S PRICING REFLECTS THIS ALLOCATION OF RISKS AND LIMITATION OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT THIS LIMIT ON LIABILITY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT AND THAT ABBYY WOULD NOT BE ABLE TO PROVIDE THE SERVICE WITHOUT SUCH LIMITS. THIS SECTION 9 SHALL NOT BE SUBJECT TO ANY DISCLAIMER OR PROVISION SET FORTH IN THE AGREEMENT.
Indemnification by You. You shall indemnify, defend, and hold harmless ABBYY and its subcontractors and Affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, an “ABBYY Indemnitee”) from and against any and all third-party claims, injuries, judgments, damages, liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys' fees, court costs and other legal expenses (collectively, “Losses’) incurred by any ABBYY Indemnitee that arise out of or result from, or are alleged to arise out of or result from:
(a) Your Data / Uploaded Data, including any Processing of Your Data / Uploaded Data by or on behalf of ABBYY in accordance with this Agreement; or
(b) any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on Your behalf or any Authorized User, including ABBYY's compliance with any specifications or directions provided by or on behalf of You or any Authorized User to the extent prepared without any contribution by ABBYY.
Indemnification Scope. You will indemnify any ABBYY Indemnitee against:
(a) all damages, costs, and attorney fees finally awarded against ABBYY or an ABBYY Indemnitee in any proceeding under Section 9.2.
(b) all out-of-pocket costs (including reasonable attorney fees) reasonably incurred by ABBYY or an ABBYY Indemnitee in connection with the defense of such proceeding (other than attorney fees and costs incurred without Your consent after You have accepted defense of such claim); and,
(c) if any proceeding or claim arising under Section 9.2 is settled between You and the third-party, You will pay all amounts agreed to by You as part of such settlement and You shall not enter into any settlement without the written consent of ABBYY.
- Indemnification by ABBYY. Subject to Section 9.1, ABBYY shall indemnify You from and against losses incurred by You that arise out of or result from, or are alleged to arise out of or result from any claim that the Service violates the Intellectual Property Rights of a third party in the U.S.A or the European Union. If any portion of the Service is, or in ABBYY’s opinion is likely to become, the subject of an Intellectual Property Rights infringement claim, then ABBYY, at its sole option and expense, will either: (A) obtain for You the right to continue using the Service under the terms of this Agreement; (B) replace the Service with products that are substantially equivalent in function, or modify the Service so that it becomes non-infringing and substantially equivalent in function; or (C) refund You the portion of the Service Fees paid to ABBYY for the portion of the Term during which You may no longer use the Service. THE FOREGOING SETS FORTH ABBYY’S EXCLUSIVE OBLIGATION AND LIABILITY FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING THE INDEMNIFICATION OBLIGATIONS STATED IN THIS SECTION 9.4.
- Assignment. 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.
- 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.
- 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.
- Dispute Resolution Procedure. 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 email@example.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.
- 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.
- 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.
- 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.
- 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.
- 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.
- Service Parts. 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.
- Calculation of Terms. All the terms and periods herein are calculated as calendar periods, unless otherwise expressly specified.
- Publicity. ABBYY may list and publish in different materials and / or in the Internet Your name and Your Solution in an index of clients/products that use technology developed by ABBYY.
- 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.
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 You are 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.
- Changes. 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.