ABBYY Partner Reselling

These Subscription Terms (“Terms”), available at https://www.abbyy.com/legal/subscription-terms/, the End User License Agreement (“EULA”), and/or Quote collectively set forth the terms of subscription, billing and payment procedures for the use of ABBYY Software on a Subscription-based model.

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1. Definitions

“ABBYY” means ABBYY legal entity defined in Quote.

“ABBYY Software” means ABBYY software product, in executable format only and not in source code format, identified in Quote. The term “ABBYY Software” also includes any and all derivative works thereof or modifications, the documentation for ABBYY Software and any updates or bug fixes to ABBYY Software provided or made available to You by ABBYY for ABBYY Software.

“Balance” means the amount of Volume Units available for processing per Subscription Term. For the purposes of Balance’s calculation one invoice page equals to three A4 Pages.

“Distribution Kit” means a set of files, accompanied by documentation, containing information about certain functions and technology, which is put together according to ABBYY’s rules and is intended for integration into other applications.

“EULA” means an end-user license agreement between You and ABBYY governing the use of ABBYY Software by You.

“Invoice” means a written financial document issued by ABBYY specifying what is being ordered, quantity, price, Subscription Term and other commercial terms and conditions. Invoice shall be issued in accordance with and refer only to these Terms, EULA and relevant Quote.

“Quote” means a written document issued by ABBYY specifying ABBYY Software to be licensed to You, which includes a description of ABBYY Software, price, payment terms, Subscription Term and other terms and conditions. In exclusive cases where a written order is signed between Parties instead of Quote, such order shall also be referred to as Quote in terms of EULA and these Terms. Once signed or otherwise accepted by both You and ABBYY, each Quote shall be incorporated by reference and refer only to these Terms and EULA.

“Protection Key” means a license or security key, security token, or other security code, method, technology, or device, used alone or in combination with, to verify an individual's identity and authorization to access and use the ABBYY Software.

“SDK” means a type of ABBYY Software as defined in more details in relevant EULA and which allows the creation of applications, including but not limited to, software package, software framework, hardware platform, computer system, operating system, or similar platform, also enables You to integrate certain functions into Your software application.

“Subscription” means (i) Your commitment to pay Subscription Fee(s) to ABBYY in order to use ABBYY Software’s functionality during Subscription Term according to the fees stated in the applicable Quote agreed and accepted by both You and ABBYY; and (ii) in consideration of such payment, ABBYY’s commitment to make ABBYY Software and default level of Support and Maintenance Services (“SM Services”) available to You during Subscription Term.

“Subscription Term” means the duration of the license granted to You. The Subscription Term includes both Initial Subscription Term and all Renewal Subscription Terms.
“Initial Subscription Term” means a period of time corresponding to Subscription start date and end date as indicated in the Quote.
“Subscription Renewal Term” means each of an unlimited number of successive 12 months terms, unless otherwise indicated in the relevant Quote, following the Initial Subscription Term.

“Subscription Fee” means the payment that You make for the right to use ABBYY Software functionality during the Subscription Term. Subscription Fee includes the fees for default level of SM services during the Subscription Term.

“Volume Unit” means a document transaction, document, page or other unit of information that is processed using the ABBYY Software.

“You” means person and/or legal entity that obtained ABBYY Software for its own internal use based on EULA.

2. Ordering, Payment and Fulfilment

2.1. You shall pay Subscription Fees for ABBYY Software in the amount stated in Quote and under the terms as set forth in these Terms and EULA, in accordance with the following:

2.1.1. Ordering and Subscription Renewal

a) ABBYY in its sole discretion acting reasonably may request from You additional information, which may be reasonably required for compliance and other purposes, before processing Subscription renewal(s); and if such requested additional information is not provided by You within the timeframe defined by ABBYY, then ABBYY may, in its sole discretion, reject or postpone the auto-renewal of Your existing Subscription, or terminate a then-current Subscription.

b) ABBYY may reject any Quote at its sole and absolute discretion with or without a cause and with no indemnification obligation to You.

c) If You execute and/or return a Quote to ABBYY after the Subscription start date indicated in such Quote, ABBYY may, at its sole discretion, adjust the Subscription start date and the end date, without increasing the total price under such Quote, based on the date ABBYY provides the ABBYY Software to You after You execute and/or return such Quote to ABBYY and provided that the Subscription Term length under such Quote does not change.

d) Without prejudice to the section 2.1.1(a), each Subscription Term shall automatically renew for a Subscription Renewal Term, unless either Party notifies the other Party in writing of its decision not to renew the Subscription 45 (forty-five) days prior to the expiration date of the then-current Initial or Subscription Renewal Term.

e) Any request for modification of Subscription on renewal shall be done at least 45 days in advance of the renewal date.

2.1.2. Payment

a) Subject to Your compliance with the section 2.1.1(a), ABBYY will Invoice You, stating in Invoice the amount of Subscription Fee(s) and the due date of payment. If You fail to pay Invoice within the due date of payment as specified in Invoice, ABBYY may cancel the respective Quote and/or deny Your access to ABBYY Software functionality.

b) You shall make a pre- or post-payment of Subscription Fee(s) to ABBYY as stated in an appropriate Quote or Invoice.

c) You shall keep and maintain for a period of 4 (four) years relevant records and data related to the Volume Units processed. ABBYY, upon reasonable notice, may inspect such records to confirm the accuracy of Your records in case of dispute. And, if such inspection reveals that Volume Units have been processed in excess by 5 % (five percent) of the purchased amount, You shall pay the cost of such audit(s). You shall also compensate ABBYY for such additional Volume Units. In addition of that if an audit reveals that Volume Units have been processed in excess by 10 % (ten percent) of the purchased amount, ABBYY may impose on You a penalty of up to two (2) times the required yearly Subscription Fee in that inspecting year. In other cases, the inspections shall be at ABBYY’s cost and expense.

d) Your payment obligations shall be deemed fulfilled once the amount due is credited to ABBYY’s bank account.

e) ABBYY Software will be delivered via Internet. ABBYY shall, upon fulfillment of Your payment obligations, send to You by e-mail Internet address from which Distribution Kit and/or Protection Keys may be downloaded. ABBYY’s obligations under this paragraph shall be deemed fulfilled upon the receipt of Internet download address and/or Protection Keys by You.

f) In case of a prepayment, Your payment obligations shall be performed before the Subscription Term start date as indicated in the relevant Quote. In case if You fail to perform Your payment obligations on time, instead of cancelling the Quote, ABBYY may choose to make available the Software to You from the date the payment was actually received by ABBYY. However, the Subscription Term end date shall remain as indicated in the relevant Quote with no pro-rata or other type of refund applicable.

g) All fees are non-cancellable and are non-refundable, except as otherwise provided for herein and unless cancellable or refundable under the applicable laws.

3. Billing Terms

3.1. After You buy a Subscription listed in Quote, the corresponding amount of Volume Units available for processing will be credited to You. The purchased number of Volume Units is valid during Subscription Term. For SDK products only Volume Units are linked to a particular software application, and Volume Units are not transferable between different software applications.

3.2. Unused portions of the Subscription Volume Units will not be carried over to the next Subscription Term.

3.3. You may upgrade to a higher Subscription level at any time. Starting from the time of the upgrade, Volume Units amount according to the upgraded Subscription will be available for processing. The price of the new upgraded Subscription for the remaining duration of the then-current Subscription Term will be charged on a pro rata basis. The Volume Units of the upgraded Subscription shall be in addition to the previously unused Volume Units and shall be available until termination or expiration of the then-current Subscription Term and on the same terms. 

3.4. ABBYY will charge You for the subsequent amounts due for amounts in excess of the Volume Units purchased at the end of the Subscription Term unless otherwise mentioned in applicable Quote. If You fail to pay these excessive amounts ABBYY Software functionality will not be available for You.

4. Termination of Subscription

4.1. Subscription may be cancelled only at the end of the then-current Subscription Term by providing a written cancellation notice to ABBYY before any auto-renewal of the Subscription within the non-renewal notice period specified in these Terms above. Any such notice to ABBYY shall be sent to the email address renewal-cancellation@abbyy.com and contain a reference to Your ABBYY Software license number for which Subscription shall not be renewed.

4.2. Upon termination or expiration of a particular Subscription, You shall have no right to use ABBYY Software functionality unless You purchase a new Subscription. In case of a Subscription termination or expiration, EULA and Your agreement with ABBYY shall remain in full force and effect unless a) duly terminated by any of the parties, or b) terminated based on other grounds of termination as provided in EULA or by the applicable laws.

4.3. If  EULA or any active Subscription is terminated by You before Subscription expiration date, You shall, to the extent permitted by applicable laws, pay ABBYY any unpaid fees covering the remainder of Subscription Term. If any discounts were applied to Your Subscription, You may be required by ABBYY to pay an amount equivalent to the sum of such discount. The provisions of this section shall not apply if the termination is based on ABBYY’s breach.

4.4. Before any Subscription Renewal Term ABBYY may increase the Subscription Fees for up to 7% (seven percent) from the then current Subscription Fees rates for the relevant ABBYY Software unless otherwise mentioned in the relevant Quote.

4.5. Termination of Subscription followed by repurchase of the equivalent Subscription within four (4) months of the termination shall be considered a Subscription renewal and shall be subject to administrative reinstatement fee of up to 2% (two percent) of yearly Subscription Fee per lapsed month.

4.6. A portion of Subscription Renewal Term lapsed due to Your failure to provide documents or information reasonably required by ABBYY for processing a Subscription renewal, as required by the section 2.1.1.a) above, may be reinstated upon Your payment of Renewal reinstatement fee of up to 2% (two percent) of yearly Subscription Fee per lapsed month.

5. Miscellaneous

5.1. Order of Prevalence.

a)  If any conflict arises between the terms and conditions of any prior, concurrently or subsequently issued Quote, Invoice, EULA and these Terms, the following order of prevalence shall apply (from higher to lower):

(i)  Quote;

(ii) Invoice;

(iii) these Terms;

(iv) EULA (provided that EULA shall prevail over these Terms if EULA directly references the particular conflicting term in these Terms and clearly states parties’ mutual intention to derogate from such term of these Terms).

b) Any additional or conflicting terms or conditions contained on any purchase order, acceptance form or other document issued by You (a "Form") shall not be binding on ABBYY, thus shall be disregarded and have no force and effect unless an amendment to these Terms, which clearly states parties’ mutual intention to derogate from a particular section in these Terms, is made in writing and signed by both parties. If a Form purports to be conditioned in any manner on agreement to and/or acceptance of any provisions, terms and conditions other than those set forth in Quote, Invoice, EULA and these Terms, then such condition is hereby waived.

5.2. Subject to subsection 5.4 below, ABBYY reserves the right to change its Subscription terms, payment or billing methods at any time.

5.3. All capitalized terms used in these Terms that are not otherwise expressly defined herein shall have the respective meanings ascribed to such terms in EULA, including any Quote and Invoice.

5.4. Amendment to these Terms

a) ABBYY may unilaterally change these Terms effective as of any time, including immediately, where such changes: (A) are required to comply with applicable laws; or (B) do not: (i) result in a violation of Your rights hereunder; or (ii) otherwise have a material adverse impact on Your rights under these Terms, as reasonably determined by ABBYY.

b) In cases other than as indicated in the section 5.4. a) above ABBYY may unilaterally change these Terms by notifying You with at least 30 (thirty) days’ prior notice before the changes will take effect by either: (A) email; or (B) alerting You via the ABBYY Software interface. If You object to any such change, You must terminate any use of ABBYY Software. ABBYY is not required to notify You about editorial changes.