ABBYY CLOUD OCR SDK DEVELOPER AGREEMENT 22.06.2018
ABBYY will provide You with the Service subject to the terms of this Developer Agreement. By using the Service, You agree to be bound by this Agreement and use the Service in compliance with this Agreement.
BEFORE ACCEPTING THIS AGREEMENT, CAREFULLY READ THE TERMS OF THIS AGREEMENT. BY CLICKING A BOX INDICATING YOUR ACCEPTANCE AT THE END OF THIS DOCUMENT OR 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 CLICK THE ACCEPT BUTTON AND DO NOT USE THE SERVICE.
1.1 "ABBYY" means ABBYY USA Software House Inc., registered at 890 Hillview Court, Suite 300, Suite 220, Milpitas, California, 95035, USA, when article 8.2 of this Agreement applies.
1.2 “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.
1.3 "Authorized Users" means individuals who are authorized by You to use the Service, and who have been supplied user identifications and passwords by You (or by ABBYY at Your request). Authorized Users may include Your employees, consultants, contractors, agents, and third parties with whom You transact business.
1.4 “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.
1.5 “Code Samples” means the source code of sample applications that use the Service.
1.6 Data Protection Laws” means all applicable local, state, national, and foreign data protection, data privacy, electronic communications and data security laws, treaties, or regulations.
1.7 “End User” means any individual or company or other legal entity which is using an application/service that was made by You utilizing the Service.
1.8 "Service" means "ABBYY Cloud OCR SDK" Web-service accessible via https://cloud.ocrsdk.com and all of ABBYY's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information) made available to You by “ABBYY Cloud OCR SDK”, as well as ancillary online or offline products and services, audio, visual and text information.
1.9 “Service Management System” means Your private section of the https://cloud.ocrsdk.com web-site allowing You to manage Your account settings and to see Your account statistics.
1.10 “Service Marketing Materials” means picture samples, demo samples, user’s guides, notification texts and other marketing materials made available to You through Your personal Service Management System or through e-mail in connection with using the Service.
1.11 “Service Storage” means software and hardware used by ABBYY for Your Data storage.
1.12 "Signup Form" means the online form You have used to sign up for an account with ABBYY in order to use the Service.
1.13 “Uploaded Data” means any data, information, or material uploaded by You or Your Authorized Users to the Service Storage in the course of using the Service. Uploaded Data is a subset of Your Data.
1.14 “You” or “Your” refer to and include any person and/or any entity that is accepting this Agreement.
1.15 “Your application/service” means the application or service You develop using the Service.
1.16 "Your Data" means any data, including, but not limited to, the results of data processing obtained with the Service, information, or material (including but not limited to any images, scanned documents or photos) provided or submitted by You or Your Authorized Users to the Service in the course of using the Service, or automatically collected about Your Functionality or Authorized Users.
1.17 "Your Functionality" means the set of capabilities which You make available through Your application/service for End Users utilizing the Service.
2. LICENSE GRANTS AND SERVICE SCOPE
2.1 License Grant. Subject to the terms and conditions of this Agreement, ABBYY grants to You a limited, non-exclusive, non-transferable, worldwide license, without the right to sublicense, to use the Service. This license and all rights granted hereunder are revocable by ABBYY at any time.
2.2 Feature Modification. 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 materially disrupt the interoperability of your application with the Service , or (ii) upon 30-days’ notice to You otherwise. 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 it materially disrupts the interoperability of Your application/service and the Service. ABBYY is under no obligation to make any new Service features or feature modifications available as part of the Service.
2.3 No Support Obligation. ABBYY shall have no obligation to provide technical support to You. You are solely responsible for all costs associated with technical integration with the Service. Under no circumstances will 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 inadequate support by ABBYY.
2.4 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, at its sole discretion, remedy the situation by blocking or removing over-limit usage.
2.5 Amendment. ABBYY may amend any part of this Agreement at any time, including details contained on the Signup Form, after providing You with notice prior to the amendment by any reasonable means, including by posting such notice on the www.ocrsdk.com website or by e-mail transmission to Your last known e-mail address. Your continued use of the Service constitutes your acceptance of any amendments. If You do not agree with a proposed amendment, Your sole remedy will be to terminate the Agreement as permitted in Section 5 on termination.
3. GENERAL OBLIGATIONS
3.1 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 to:
- (a) provide on-line services, whether commercial or non-commercial, through the use of the Service nor provide similar functionality as the Service or as ABBYY FineReader Online to any third party via the Internet without the prior written consent of ABBYY, which may be withheld by ABBYY in its sole discretion;
- (b) circumvent or disable any technical features or measures in the Service;
- (c) try to make or make a denial-of-service attack (DDoS) or distributed denial-of-service (DDoS) attack;
- (d) use the Service for CAPTCHA breaking;
- (e) use the Service in any way not listed in the Service online documentation.
- (f) submit Uploaded Data which is subject to U.S. export control and regulation.
3.2 Code Samples Restrictions.
- (a) Code Samples are the sole and exclusive property of ABBYY and at all times remain with ABBYY.
- (b) You may incorporate the Code Samples into Your application/service and modify them.
- (c) You may provide the Code Samples to End Users in binary code as part of Your application/service or provide in-house access to the Code Samples, provided that Your application/service 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) Any Intellectual Property Rights to the modifications made to the ABBYY Samples shall be your property. If You discloses to ABBYY or an ABBYY Partner the source code of any modifications made to the ABBYY Samples, for example by sending them to the ABBYY technical support service or by any other means, a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, and fully sub-licensable right and license to use (including without limitation the right to reproduce, modify, adapt, publish, distribute, display, download, perform) such modifications shall be deemed to have been granted to ABBYY at the time of receipt of the source code. In this case, You warrant that the use of the abovementioned modifications in accordance with the terms of this Agreement does not violate or infringe any patent, copyright, trade secret or other rights of any third party. For the avoidance of doubt, if You do not wish to grant the aforesaid license to the modifications to ABBYY, You may not and shall not disclose to ABBYY or an ABBY Partner the source code of such modifications. You undertake that it shall at no time dispute of the license granted pursuant to this section 3(e) Under no circumstances shall ABBYY be liable for any damages, losses, costs, liabilities, or expenses suffered or incurred by You or Your End Users as a result of using the Code Samples in Your application/service.
3.3 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, which ABBYY in its sole discretion may withhold;
- (b) use Service Marketing Materials for any purpose except the purpose related to the Service usage.
3.4 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 clause 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. Manufacturer is ABBYY.
3.5 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.
3.6 Authorized Users. ABBYY will establish, during the sign-up process, one set of Authorized User account information, consisting of a user name and password, with full privileges to the Service. Any actions taken by an Authorized User, or with a set of End Users issued to an Authorized User, are deemed to be actions taken by You, included but not limited to: adding or removing subscriptions to the Service, making payments, and requesting Service functionality. You are solely responsible for all activity by Authorized User accounts or by the End Users, and 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 Authorized User accounts or End Users. You are solely responsible for the security of Authorized User account information and End Users information, including the storage of user names, 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.
3.7 You may not register with more than one email address for the purpose of receiving additional free access, or circumventing the terms and conditions of the pricing policy or the terms and conditions of the marketing campaigns.
3.8 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.
3.9 Data. You are solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, intellectual property ownership, and right to use for all of Your Data and any data sent by you in requests to 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, including those related to data privacy, international communications, and the transmission or technical or personal data. Hereby you acknowledge and agree that Your Data will be processed by ABBYY Europe GmbH, Landsberger Str. 300, 80687, Munich, Germany. If Clause 8.1 applies, terms and conditions of processing and storage of Your Data specified in the Data Processing Addendum (https://ocrsdk.com/dpa/ ) (“DPA”) to this Agreement shall apply. If Clause 8.1 applies, in the event of a conflict between any provision in the DPA and any provision in the Agreement or Exhibits to it, the DPA shall control.
3.10. To perform the obligations under this Agreement in an efficient manner, ABBYY and its Affiliates may need to process and store Your Data. You hereby shall provide to ABBYY, in compliance with the Data Protection Laws, certain information that is reasonably required by ABBYY in the provision of the Service, including but not limited to the name, surname, and your 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 collect, systematize, store for unlimited time, update, modify, use, distribute, transfer, depersonalize, lock, delete) in electronic or paper way for the purpose of providing You with the Service, sending You e-mail messages with information related to ABBYY’s activities. ABBYY guarantees that the data You provide will be stored strictly within ABBYY and its Affiliates and will not be disclosed to any third parties except as expressly required or permitted by law and/or is necessary for the performance of this Agreement.
3.11. You hereby authorize ABBYY to send Your designated personnel who have expressly consented to You to receive e-mail messages about ABBYY’s product and company news, special offers, products usage advices and other information related to ABBYY’s activities. You may remove such Your personnel e-mail address from the mailing list at any time by changing the appropriate setting in Your personal Service Management System (http://cloud.ocrsdk.com ).
3.12. You shall also receive from ABBYY e-mail messages with critical information related to the Service operation (password-related e-mails, service notifications, etc.).
3.13. You agree that You are solely responsible for any breach of laws, treaties, or regulations in connection with any Uploaded Data, including personal or confidential data, and shall defend, indemnify and hold ABBYY and its Affiliates 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.
3.14. 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.
3.15. If You wish to remove Uploaded Data sooner than the specified automatic deletion periods, You may do so by using the method described in the documentation. If Uploaded Data processing causes Service failure or leads to the abnormal consumption of computing resources, or leads to other exceptional cases connected with functionality of Service, You consent to ABBYY’s and ABBYY’s affiliates unrestricted use of such Uploaded Data for the sole purpose of improving the quality of the Service.
3.17. Location of Servers for the Site and Services. Your Data are stored and processed in the European Union. ABBYY and its affiliates, alone, have the right and sole discretion, to determine the location of the servers of the Service within the European Union. In this regard, or for purposes of sharing or disclosing, ABBYY reserves the right to transfer Your Data outside of Your country. By using the Services, You consent to any such transfer of data outside of Your country, for the purpose of enabling You to use the Service.
4. PRICING AND PAYMENTS
4.1 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/.
4.2 Zero Balance. ABBYY will take reasonable steps to prevent Your Net Balance from becoming negative, such as by suspending Your usage of the Service when Your balance is at or near zero. You hereby agree to such suspension of Service usage.
4.3 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/. 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 after the notice of the price increase has been posted.
5. TERM AND TERMINATION
5.1 Term. This Agreement will commence upon the date You execute the Signup Form and continue until terminated in accordance with this Section 5.
5.2 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, it will refund to You any payments You had made for pages You were unable to use due to such termination.
You may terminate this Agreement at any time without any notice to ABBYY. However, in such event, any payments You had made for purchased Services are forfeited and will not be refunded to You.
5.3 ABBYY may terminate this Agreement if You have not made any activities though Your account for one year. In that case, Your account will be deactivated and payments for purchased services are not refundable.
5.4 No Liability for Termination. Except for any payment obligation that arose prior to the date of termination or as expressly required by law, if either party terminates this Agreement in accordance with any of the provisions of this Agreement or stops the Service, it will not bear any liability to the other because of such termination.
5.5 Termination of the Service. ABBYY may deactivate Your account and remove all of Your Data and Uploaded Data or may stop the Service without any notice in any case including but not limited to the breach of this Agreement by You. In the event ABBYY erroneously terminates the Service to You or erroneously deactivates Your account, ABBYY will refund to you any payments made for pages you were unable to use due to such termination or deactivation. In the case of the breach of this Agreement by You, payments for purchased services will not be refunded.
5.6 You may contact ABBYY by e-mail at firstname.lastname@example.org to de-activate Your login (account) and cease Your use of the Service at any time. If Your login is de-activated by You, payments for purchased services will not be refunded.
5.7 The following provisions will survive any expiration or termination of this Agreement: Sections 5.4, 6.1, 6.2, 6.5, 7, 8, and 9 as well as any indemnification obligations.
6. COPYRIGHTS and TRADEMARKS
6.1 All product names are the trademarks or registered trademarks of their respective owners.
6.2 Rights in the Service. ABBYY and its Affiliates 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 or its Affiliates and are provided only for reference. ABBYY does not grant You any license to use these trademarks.
6.3 Use of Company Names. ABBYY may identify You in its advertising and marketing materials as a customer 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.
6.4 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 section 4 of the Appendix.
6.5 Your application/service End-User License Agreement (EULA) shall comply with all of the following requirements:
- (a) You shall explicitly state in all of Your application/service EULAs the terms set forth in section 2 of the Appendix.
- (b) You shall state in Your application/service EULA that Your application/service contains parts of the Service and state the exact name of the Service – “ABBYY Cloud OCR SDK”.
- (c) You shall enclose a copy of Your application/service EULA with each copy of Your application/service.
- (d) ABBYY may unilaterally change the terms set forth in sections 1-4 of the Appendix that pertain to third-party software contained in the Service. The changed terms will be provided in the Appendix, which may be amended from time to time, by posting notice of the amended Appendix at https://ocrsdk.com. After we have updated the Appendix with the revised third-party software contained in the Service, You are required to make the corresponding changes to Your application/service EULAs.
7. WARRANTY DISCLAIMERS and LIMITATION OF LIABILITY
7.1 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.
7.2 Internet Delays. ABBYY shall not provide You with an Internet connection or with any hardware or software required to connect to the Internet, and ABBYY shall have no liability 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 telecom 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.
7.3 You acknowledge that You will be transmitting information over an unsecured public computer network and that ABBYY shall not be liable for any loss of information transmitted in this manner.
7.4 WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION, ABBYY MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICE OR ANY DATA. 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 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) THE OPERATION OF THE SERVICE OR THE PROVISION OF THE SERVICE WILL BE CONTINUOUS AND/OR UNINTERRUPTED OR FREE FROM ERROR;
- (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.
THE SERVICE AND ALL DATA ARE PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS.
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.
7.5 UNDER NO CIRCUMSTANCES SHALL ABBYY BE LIABLE FOR ANY DAMAGES SUFFERED BY YOU AS A RESULT OF USE OR INABILITY TO USE THE SERVICE, OR CAUSED BY ERRORS, INTERRUPTION OF SERVICE, REMOVAL OF FILES, CHANGE IN FUNCTIONALITY, DEFECTS AND THE LIKE, HOWSOEVER CAUSED.
7.6 LIMITATION OF LIABILITY. IN NO EVENT WILL YOU OR ABBYY BE LIABLE FOR ANY LOST REVENUE, PROFITS, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND HOWEVER CAUSED, AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ABBYY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THIS DEVELOPER AGREEMENT EXCEED THE TOTAL FEES PAID BY YOU UNDER THIS AGREEMENT FOR THE SERVICE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE UPON WHICH THE CLAIM FIRST AROSE, EVEN IF ABBYY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. APPLICABLE LAW
8.1 If You are domiciled in one of the countries that is a member of European Economic Area (EEA) 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 clause shall in no event be construed so as to deprive ABBYY to institute interim injunction proceedings at a different court of another country.
8.2. If You are domiciled in a country other than the countries specified in article 8.1 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.
8.3 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.
9.1 ABBYY may transfer and assign its rights and obligations hereunder (or any part thereof) to a third party at any time without notice to You or Your consent.
9.2 Force Majeure. ABBYY will not be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond ABBYY’s reasonable control.
9.3 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.
9.4 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.
9.5 If any claims, actions, proceedings, or lawsuits are brought against You in connection with your use of the Service, You shall promptly inform ABBYY of the same, but in no event later than ten (10) days from the date you first learned of the matter. You shall carry out all necessary actions to provide ABBYY with the possibility, at its election, of taking part in such claim, action, proceeding or lawsuits in court, and You shall provide ABBYY with all information necessary for settlement of the corresponding claims or lawsuits, no later than ten (10) days from the date of receipt of an inquiry from ABBYY.
9.6 The following procedure shall be observed to resolve any dispute arising between You and ABBYY out of the use of the Service. If You have reason 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 will respond to the complaint within twenty (20) working days from the date of its receipt of the complaint. The response will be sent to Your e-mail address as indicated in the complaint. If You and ABBYY fail to resolve the dispute in this manner, the dispute shall be resolved in accordance with the terms of this Agreement. ABBYY shall not respond to anonymous complaints or complaints from users who cannot be identified from the data they provided to register.
9.7 Indemnification. You will defend, indemnify, and hold ABBYY harmless from and against any actual or threatened third party claim arising out of or based upon:
(a) usage of Your Data;
(b) Your negligence or willful misconduct; or
(c) Your breach of this Agreement.
You will pay:
(a) all damages, costs, and attorney fees awarded against ABBYY in any proceeding under this Section 9.7;
(b) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by ABBYY in connection with the defense of such proceeding (other than attorneys’ fees and costs incurred without Your consent after You have accepted defense of such claim); and
(c) if any proceeding arising under this Section 9.7 is settled, You will pay all amounts agreed to by You in the settlement of any such claims.
9.8 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.
9.9 Severability. If any part of this Agreement is found to be 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.
9.10 Interpretation. The headings appearing at the beginning of several sections contained in this Agreement have been inserted for identification and reference purposes only and shall not be used to construe or interpret this Agreement.
9.11 Entire Agreement. This Agreement is the final and complete expression of the agreement between You and ABBYY regarding the use of the Service. 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. No modification of this Agreement, or of any provision hereof shall be effective unless it is contained in a writing signed by both You and ABBYY.
9.12 Contact Us. Should You have any questions concerning this Agreement, or if You desire to contact ABBYY for any reason, please contact firstname.lastname@example.org.
1. Whereas the Service incorporates Adobe Software, You hereby agree to be bound by the following Adobe Software terms:
- “Adobe Software” means Adobe Software including Adobe® PDF LibraryTM and related documentation, and any upgrades, modified versions, updates, additions, and copies thereof. The Service uses the Adobe Software for converting PDF files into image files.
- License Grant and Restrictions. ABBYY grants You a non-exclusive right to use the Adobe Software under the terms of this Agreement. If it is technically provided by the Service, You may make one backup copy of the Adobe Software incorporated into the Service, provided the backup copy is not installed or used on any computer.
- Intellectual Property Rights. The Adobe Software incorporated into the Service is owned by Adobe and its suppliers, and its structure, organization and code are the valuable trade secrets of Adobe and its suppliers. The Adobe Software is also protected by United States Copyright Law and International Treaty provisions. You may not copy the Adobe Software incorporated into the Service, except as provided in this Agreement. Any copies that You are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Service. You agree not to modify, adapt, translate, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Adobe Software incorporated into the Service. Except as stated above, this Agreement does not grant to You any intellectual property rights in the Adobe Software incorporated into the Service.
- Warranty. ABBYY AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE RESULTS YOU MAY OBTAIN BY USING THE ADOBE SOFTWARE INCORPORATED INTO THE SERVICE.
- Export Rules. You agree that the Adobe Software incorporated into the Service will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively referred to as the “Export Laws”). In addition, if the Adobe Software incorporated into the Service is identified as export-controlled items under the Export Laws, You represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation and that You are not otherwise prohibited under the Export Laws from receiving the Adobe Software incorporated into the Service. All rights to use the Adobe Software incorporated into the Service are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.
- General Provisions. This Agreement shall not prejudice the statutory rights of any party dealing as a consumer.
- Trademarks. Adobe and Adobe PDF Library are either registered trademarks or trademarks of Adobe Systems Incorporated in the United States and/or other countries.
2. Whereas the Service incorporates Cuminas Software or DjVu files opening, You hereby agree to be bound by the terms of paragraphs 2.1-2.2 therein under and agree to reproduce the terms of paragraphs 2.1- 2.2 verbatim in Your application/service EULA:
2.1. “Oniguruma Copyright © 2002-2006 K.Kosako <sndgk393 AT ybb DOT ne DOT jp>
All rights reserved. Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met: Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
THIS SOFTWARE IS PROVIDED BY THE AUTHOR AND CONTRIBUTORS ``AS IS'' AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE AUTHOR OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
MD5 A portion of this software is derived from the RSA Data Security, Inc. MD5 Message-Digest Algorithm. Mersenne Twister Copyright © 2006,2007 Mutsuo Saito, Makoto Matsumoto and Hiroshima University. All rights reserved. Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met: Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution. Neither the name of the Hiroshima University nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission. THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.”
You may not perform or make it possible for other persons to perform reverse engineer, disassemble, decompile (i.e. reproduce and transform the object code into source code) or otherwise attempt to derive the source code for the Service 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 with the exception that 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.
2.2. Restrictions on software acquired in the United States:
- Government Use. If use is made of the Service by the United States Government or any US Government agency, the following additional terms shall apply: (1) Restricted Computer Software, as defined in the Rights in Data-General clause at Federal Acquisition Regulations 52.227-14; and (2) any use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (с)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013;
- Export rules. You agree that You shall not export or re-export the Service in violation of any export provisions in the laws of the country in which this Service was purchased or otherwise acquired. In addition, You represent and warrant that You are not prohibited under applicable laws from receiving the Service.
3. The list of third parties technologies used by the Service is available at this link.
4. PROPRIETARY NOTICES
4.1 Third-party rights:
Your application/service must include the following notices in a form of a separate text file:
- License.DjVu.txt, which contains the terms of Expat, Release 2.0.1 License and of Jasper License Version 2.0 which can be found at the following URL https://ocrsdk.com/License.DjVu.txt.
4.2. ABBYY rights:
The documentation accompanying Your service/application must include the following notice:
- This software uses ABBYY® FineReader® Engine 11 recognition technologies © 2013, ABBYY Production LLC.
- ABBYY and FINEREADER are trademarks of ABBYY Software Ltd., which may be registered in some jurisdictions.