Service Agreement

Introduction

This ABBYY Cloud Service Agreement (“Agreement”) ”) governs Your use of ABBYY’s Service. “You” and “Your” refer to any person who uses the Service. If Your organization has authorized or otherwise permits You to use the Service for its benefit, “You” also includes Your organization. The term “use” includes accessing, downloading, or utilizing any component of the Service.

CAREFULLY READ THIS AGREEMENT BEFORE ACCEPTING IT. BY CLICKING THE BOX INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, BY EXECUTING A SIGNUP FORM OR SIGNING AN ORDER THAT REFERENCES THIS AGREEMENT, OR BY USING THE SERVICE, YOU ACCEPT THIS AGREEMENT AND CONCLUDE A LEGALLY BINDING CONTRACT BETWEEN YOU AND ABBYY.

IF YOU ACCEPT THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND YOUR ORGANIZATION TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, DO NOT CLICK ON THE ACCEPT BOX AND DO NOT USE THE SERVICE.

1. Definitions

1.1. "ABBYY" means the following ABBYY legal entity with whom You have entered into this Agreement according to the following provisions, if otherwise not mentioned in the Quote:

1.1.1. If You are located in a member of the European Economic Area (other than the Republic of Cyprus and the Republic of Ireland) or Switzerland, or any territory or dependency thereof, You agree that You are entering into this Agreement with ABBYY Europe GmbH, a company duly incorporated under the laws of Germany having its registered office at Friedenstrasse, 22b, 81671 Munich, Germany;

1.1.2. If You are located in Australia, New Zealand, Papua New Guinea, Christmas Island, Cocos (Keeling) Islands, Cook Islands, Fiji, Niue, Norfolk Island, or Tokelau, You agree that You are entering into this Agreement with ABBYY PTY LTD., a company duly incorporated under the laws of Australia having its registered office at suite 502 level 5, 140 Bourke Street, Melbourne VIC 3000;

1.1.3. If You are located in Japan, You agree that You are entering into this Agreement with ABBYY Japan Co. Ltd., a company duly incorporated under the laws of Japan having its principle place of business at Kamiyacho Trust Tower 23F, 4-1-1, Toranomon, Minato-ku, Tokyo, 105-6923 Japan;

1.1.4. If You are located in United Kingdom of Great Britain and Northern Ireland or in the Republic of Ireland, You agree that You are entering into this Agreement with ABBYY UK Limited, a company duly incorporated under the laws of UK having its principle place of business at 70 Gracechurch Street, 3rd Floor, London, EC3V 0HR, United Kingdom;

1.1.5. If You are located in the Republic of Cyprus, You agree that You are entering into this Agreement with ABBYY Solutions Ltd., a company duly incorporated under the laws of Cyprus having its principle address at avenue 61, Kyriakou Matsi, 1082, Nicosia, Cyprus;

1.1.6. If You are located in Singapore, You agree that You are entering into this Agreement with ABBYY Singapore Pte. Ltd., a company duly incorporated under the laws of Singapore having its principle address at 8 Marina View, Asia Square Tower 1 Level 43-038 Singapore 018960; or

1.1.7. If You are located in the USA, North America, South America, or any other jurisdiction not covered by the region-specific terms above, You agree that You are entering into this Agreement with ABBYY USA Software House Inc., a California corporation having its principal place of business at 860 Hillview Court, Suite 330, Milpitas, California 95035, USA.

1.2. "Account" means a collection of information associated with a particular Authorized User of the Service. Each Account comprises a username, user password, user contact data (including, but not limited to e-mail), and defines various settings for use of Service. An "Account" does not include Uploaded Data.

1.3. "Affiliate" means any corporation, company or other legal entity that is under the Control of, under common Control with or Controls one of the parties to this Agreement, but such entity constitutes an Affiliate only so long as such Control exists. "Control" and its variants "Controlled by" or "under common Control with" means having the legal, beneficial or equitable ownership of more than fifty percent (50%) of outstanding voting securities or partnership interests of the entity, or otherwise having the power to elect the directors, or direct or cause the direction of the entity's management and policies, whether by voting power, contract, or otherwise.

1.4. "Applicable Law" means any and all applicable local, state, national or international laws, statutes, ordinances, regulations, rules, orders, treaties, directives and other requirements of any governmental authority.

1.5. "Authorized User" means any of Your employees, representatives, consultants, contractors or agents whom You have authorized to use the Service on Your behalf and who has been supplied a unique username and user password by You, or by ABBYY or a Partner at Your request.

1.6. "Confidential Information" means any information which has been marked, designated or otherwise identified as confidential by either Party in writing or that ought reasonably to be considered as confidential (however it is conveyed or on whatever media it is stored) including information the disclosure of which would, or would be likely to, prejudice the commercial interests of any person, trade secrets, and know-how of either Party and all personal data and sensitive personal data within the meaning of the DPA. ABBYY's Confidential Information shall also include information relating to ABBYY's technology, technical information, inventions, trade secrets, know-how, research, business methods and operations, processes, formulas, plans, strategies, customers, and customer lists, financial information and pricing, products (including without limitation the Service), software, training and support documentation, whether or not marked, designated, or otherwise identified as "confidential". 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 or other breach of a legal obligation; (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 of the Disclosing Party's Confidential Information.

1.7. "Data Processing Addendum" or "DPA" means the Data Processing Addendum that sets forth the terms and conditions governing ABBYY's Processing and storage of Uploaded Data as further described in section 3.7 below.  In the event of conflict between the Agreement and the relevant DPA, the DPA shall prevail.

1.8. "Data Processing Location" means geographical location where Uploaded Data is Processed and stored.

1.9. "Documentation" means the user manuals and other materials provided by ABBYY relating to the functionality or operation of the Service, excluding Service Marketing Materials.

1.10. "End User" means a person or legal entity using Your Solution in accordance with the End User Agreement.

1.11. "End Of Life ("EoL")" means that the Service or its individual features are no longer supported by ABBYY and may be shut down anytime effective immediately on or after the EoL date without further notice by ABBYY.

1.12. "Exhibit" means a certain appendix to this Agreement enumerated as Exhibit A, Exhibit A-1, Exhibit A-2, etc., specifying the particular Services and Service specific terms. Each Exhibit is an integral part of this Agreement, the terms and conditions of which shall prevail over this Agreement to the extent of any discrepancy and inconsistency between this Agreement and the relevant Exhibit.

1.13. "Intellectual Property Right(s)" means any and all of the following anywhere in the world: (i)  works of authorship, copyrights therein and derivative works thereof, moral rights, and mask-works; (ii) trademarks, service marks, trade names, business names, trade dress, logos, symbols, emblems, designs, and the like and associated goodwill; (iii) confidential, proprietary, and trade secret business and technical information; (iv) ideas, know-how, designs, concepts, techniques, inventions, discoveries, improvements, systems, methods, algorithms, databases and database rights and industrial property, whether or not patentable, (iv) patents, patent applications, continuations, continuations-in-part, divisionals, reissues, re-examinations, topography rights and utility models; (v)  internet domain names, and (vi) all other intellectual, proprietary and industrial property rights, whether arising by operation of law, contract, statute, license, or otherwise under any jurisdiction, including, but not limited to, all applications, registrations, renewals, extensions, or the like for any of the foregoing.

1.14. "Quote" means an ordering document specifying the Services to be provided to You hereunder that is entered into between You and ABBYY, and includes a description of what is being ordered, Service specifications, quantity, price, Service levels, payment terms, Subscription Term and other terms and conditions. Once signed or otherwise accepted by both You and ABBYY, this Agreement shall be incorporated by reference in the Quote. In case of any discrepancy, the Quote shall prevail over this Agreement and the relevant Exhibit.

1.15. "Partner" means an entity or individual who is authorized by ABBYY to market, promote or resell the Service on behalf of ABBYY.

1.16. "Personal Data" means any information that may be reasonably associated with, linked to, or used to individually identify a particular person or allow a particular person to be personally identified or contacted.

1.17. "Privacy Policy" is defined in Section 6.2.

1.18. "Representative" means either Party's employees, contractors, suppliers, agents, Affiliates, or other representatives.

1.19. "Service" means the ABBYY software as a service product made available to You under this Agreement as identified in the relevant Exhibit.

1.20. "Service Software" means the software that operates or enables the Service or its component parts.

1.21. "Service Marketing Material" means picture samples, demo samples, user's guides, notification texts and other marketing materials made available to You.

1.22. "Service Level Agreement" or "SLA" means a certain agreement between You and ABBYY, which is available at https://www.abbyy.com/legal/cloud-sla/ and which defines the general availability of the Service (“Service Level”) and the related terms and conditions. The SLA constitutes an integral part of this Agreement. In case of contradiction between the terms of the SLA and this Agreement, the terms of the SLA shall prevail.

1.23. "Station" means a part of the Service that solves one or more tasks constituting the functionality of the Service, which may be installed as a separate software application, as a thin browser-based client, or as a mobile app.

1.24. "Subscription" means Your commitment to make payment(s) to ABBYY for use of the Service during the Subscription Term according to the Subscription Fees stated in the applicable Quote; and in consideration of such payment, ABBYY's commitment to make the Service and technical support available to You during the Subscription Term under the terms herein.

1.25. "Subscription Fee" means the fees (as specified in each invoice or otherwise) payable by You to ABBYY for the use of the Service.

1.26. "Subscription Term" means the time period during which You are entitled to use the Services and for which You have committed to pay the applicable Subscription Fees.

1.27. "Support and Maintenance Terms" or "SM Terms" means ABBYY's terms and conditions for providing technical support and maintenance services to You, which are available at https://www.abbyy.com/sm-terms/ and constitute an integral part of this Agreement. In the event of any conflict of terms between the SM Terms and this Agreement, the terms of the SM Terms shall prevail.

1.28. "Tenant" means a group of Authorized Users sharing the common sub-system dedicated to You with its specific documents, data, projects, and processing rules. The Service is a multitenant environment.

1.29."Third Party Software" means certain software developed and owned by third parties that may be used from time to time by ABBYY in connection with the Services.

1.30 "Uploaded Data" means any data, information, or material uploaded by You, Authorized Users or End Users to the Service.

1.31. "Volume Unit" means a document transaction, document, page, images or other unit of information that is processed using the Service. Uploaded Data includes Volume Unit.

1.32. “You” or “Your” refer to and include any person and/or any entity that is accepting this Agreement.

1.33. “Your Solution” means software or a software service operated by You or on Your behalf that uses the Service via an Account, generally through an application program interface (API).

2. Scope of Agreement

2.1. Scope. Subject to the terms of this Agreement and the relevant Exhibit, You may purchase and ABBYY will provide You with access to the Service(s) described in the Exhibit. Any right that ABBYY grants hereunder is revocable or terminable in accordance with this Agreement. ABBYY reserves all rights, including without limitation rights in its Confidential Information and Intellectual Property Rights, that ABBYY does not expressly and unambiguously grant to You hereunder.

2.2. Modifications. ABBYY may add or remove features to or from the Service or modify the design of existing features of the Service at any time, at its sole discretion, without notice to You. If ABBYY believes in good faith that the applicable change(s) may have a material impact on Your use of the Service, ABBYY shall send notification thereof to You at least ten (10) days prior to implementation of the change(s). ABBYY may update the Documentation from time to time at its sole discretion. In case ABBYY believes in good faith that the applicable update(s) to the Documentation may have a material impact on Your use of the Service, ABBYY shall send notification thereof to You upon at least ten (10) days' prior to implementation of the update(s).

2.3. Service Management. In order to manage the efficient and stable operation of the Service, if Your use of the Service could cause partial or complete interruption of the Service, then ABBYY may impose reasonable limits on Your use of the Service. Such reasonable limits include maximum size of a file uploaded to the Service, maximum download and upload rates, connection timeouts, limitation of API access rates, full or partial termination of Service provision to You, or other limitations described in the Documentation.

2.4. Resources. ABBYY may determine at its sole discretion the appropriate resources that it will use to provide 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. To meet Your needs most effectively, 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. 

2.5. Trial Service

a. Upon Your request, ABBYY grants You and You accept a non-exclusive, non-transferable, non-assignable, royalty-free right to use the trial version of the Service solely for the duration of the trial period and solely for the internal evaluation and testing purposes in order to assess the suitability of the Service for Your internal business needs. You shall be fully liable to ABBYY for all acts and omissions of any Authorized Users / End Users.

b. You shall not use any results or outputs acquired through the usage of the trial Service and the trial Skills in regular business activities and/or in a commercial operating environment, including, without limitation, in a way that can generate direct or indirect revenue.

c. The trial Service and the trial Skills may have limited functionality, and Your access to the functionality of the trial Service and the trial Skills are restricted in duration and/or a maximum permissible volume of units for processing, as well as for the trial Skill the term specifically mentioned in that trial Skill’s Documentation, all of which may vary, unless otherwise agreed by the Parties. The expiration of time, processes or pages may render the trial Service and the trial Skills unusable and may render any material prepared using the trial Service inaccessible until You have purchased a Subscription for the Service.

d. No maintenance or technical support is provided for the trial Service. The trial Service and the trial Skills are provided as a convenience and You agree that ABBYY is not obligated to provide any technical support, phone support, or updates for the trial Service or the trial Skills usage. You may, however, request assistance from ABBYY to install and activate the trial Service or help with other questions or problems experienced during the use of the trial Service and the trial Skills. ABBYY may, but is not obligated to, respond to such requests.

e. After expiration of the trial period the Service shall immediately stop functioning. In order to continue using the Service and the trial Skills, You shall have to either get a new trial license for the Service and the trial Skills, or buy a Subscription to the Service.

f. Pursuant to section 5.2 a ABBYY may use Your Confidential Information, Uploaded Data, including any Personal Data uploaded to the trial Service for the purposes of engineering, research, development, maintenance and improvement of any ABBYY products and services (“R&D”). To fulfill these R&D purposes ABBYY may retain Your Confidential Information, Uploaded Data, including any Personal Data for as long as is necessary to fulfill these R&D purposes. You hereby are informed and shall inform End Users/Authorized Users about the collection and processing of Personal Data described in Privacy Policy located at https://www.abbyy.com/privacy/ prior to Your and End Users’ / Authorized User’s first use of Service regardless of whether Service is used on a standalone basis or as part of Your Solution.

3. General Obligations

3.1. General Restrictions. To the fullest extent permissible under Applicable Law and in addition to other restrictions provided in this Agreement, You agree that You will not, and will not permit or authorize third parties, other than as expressly permitted in an Exhibit, directly or indirectly, to:

a. use the Service for any purpose or activity prohibited under Applicable Law;

b. rent, lease, sell, assign or transfer the Service or any software (including the Stations) or software-as-a-service related to or provided with the Service;

c. sublicense or distribute the Service except when permitted to sublicense and/or resell as integrated with Your Solution,

d. probe, scan or test the vulnerability of the Service;

e. interfere with or disrupt the integrity or performance of, circumvent or disable any technical features or security measures of the Service or any software (including the Stations) or software-as-a-service related to or provided with the Service;

f. monitor data or traffic on the Service;

g. take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service, such as a denial-of-service attack (DoS) or distributed denial-of-service (DDoS) attack;

h. use the Service for CAPTCHA breaking;

i. use the Service in any way not described in the Documentation, including but not limited to use the Services or any software (including the Stations) or software-as-a-service related to or provided with the Service for timesharing purposes or otherwise for the benefit of any person or entity other than for Your or End Users’ benefit that are located within the Territory;

j. 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 (including the Stations) or software-as-a-service, Documentation or data related to or provided with the Service;

k. impersonate any person or entity, falsely state or otherwise misrepresent Your affiliation with any person or entity, or use or provide any fraudulent, misleading or inaccurate information, in connection with the Service;

l. transmit to ABBYY or its service providers, or transmit via the Service, any software or materials that contain any viruses, worms, Trojan horses, logic bombs, defects, or other material which is malicious, destructive or technologically harmful;

m. modify, translate, enhance, correct errors in, or create derivative works based on the Service or any software (including the Stations) or software-as-a-service related to or provided with the Service or Service Marketing Materials without ABBYY’s prior written approval;

n. attempt to gain unauthorized access to the Service or any software (including the Stations) or software-as-a-service related to or provided with the Service or to data that You are not authorized to access under this Agreement or make it possible for any person not entitled to use the Services to access and/or use the Service or any software (including the Stations) related to or provided with the Service;

o. distribute, rent or sublicense Your rights or obligations hereunder, or otherwise embed, bundle or otherwise incorporate the Service with other products or services for third parties (including without limitation Your Affiliates, distributors, and End Users), without prior written consent from ABBYY;

p. use the Service to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of a third party's privacy rights;

q. publish or disclose to third parties any evaluation of the Services or any software (including the Stations) or software-as-a-service related to or provided with the Service without ABBYY’s and, when required so, third-party beneficiary’s prior written consent; or

r. use the Service or any software (including the Stations) or software-as-a-service related to or provided with the Service or Marketing Materials for any purpose other than to use the Service in accordance with this Agreement. (Uses in these subsections (a)-(r) above are "Prohibited Uses.").

3.2. Your Duties
You shall:

a. At Your expense, purchase or lease, and thereafter use and maintain, the information technology, including computer systems, that meets the requirements necessary to connect to the Service, as such requirements may be modified by ABBYY from time to time;

b. Access and use the Service in compliance with, and shall cause Authorized Users to use the Service in compliance with: the (i) standards, protocols and restrictions imposed by ABBYY in writing; (ii) this Agreement; and (iii) all Applicable Laws and government regulations;

c. Be responsible and liable for all acts and omissions of Authorized Users and any breach of the terms of the Agreement.

3.3. Actions by Authorized Users. You must arrange for a unique username to be supplied to each Authorized User. You are solely responsible and liable for all actions and omissions of all Authorized Users and must take all appropriate measures to ensure that Authorized Users only add or remove subscriptions to the Service, make payments, request Service functionality, or engage in any other activity in connection with the Service with Your prior consent. You are solely responsible and liable for maintaining the confidentiality of all usernames and passwords and for any unauthorized use of any Authorized User’s username or password.

3.4. Unauthorized Use. You shall: (a) immediately notify ABBYY of any unauthorized use of any username, password or other Account information relating to the Account or any other known or suspected breach of security related to the Service; and (b) report to ABBYY immediately and use Your best efforts to immediately stop any unauthorized use, copying or distribution of any part of the Service.

3.5. Trade Restrictions. You acknowledge that ABBYY's Service, Documentation, related software and any derivatives thereof are subject to the export control and sanctions laws and regulations of the United States and other countries that may prohibit or restrict export, reexport, transfer to, access or use by certain restricted persons or in, from or involving certain restricted countries or territories, including but not limited to the US Export Administration Regulations, International Traffic in Arms Regulations and the Office of Foreign Assets Control regulations (together, “Trade Restrictions”). You shall comply with all applicable Trade Restrictions in performance of this Agreement. You represent that You are not a Restricted Party. “Restricted Party” means any person or entity that is: (i) located or organized in a country or territory subject to comprehensive U.S. sanctions (currently including Cuba, Crimea, Iran, North Korea, Syria) ("Sanctioned Territory"), (ii) owned or controlled by or acting on behalf of the government of a Sanctioned Territory or Venezuela; (iii) an entity organized in or a resident of a Sanctioned Territory, (iv) identified on any list of restricted parties targeted under US, EU or multilateral sanctions, including, but not limited to, the U.S. Department of the Treasury, Office of Foreign Assets Control’s (“OFAC” ) List of Specially Designated Nationals and Other Blocked Persons, the OFAC Sectoral Sanctions List, the US State Department's Nonproliferation Sanctions and other lists, the U.S. Commerce Department’s Entity List or Denied Persons List located at https://www.export.gov/article?id=Consolidated-Screening-List, the consolidated list of persons, groups and entities subject to EU financial sanctions from time to time; or (v) owned or controlled by, or acting on behalf of, any of the foregoing. You shall not and shall not permit any Authorized User to access, use, or make the Service available to or by any Restricted Party or to, from, or in connection with any Sanctioned Territory. You shall not host technical data or software controlled for export, reexport, or in-country transfer under Trade Restrictions on the Service without first receiving express consent from ABBYY. You expressly agree and acknowledge that ABBYY's ability to perform under this Agreement is subject to ABBYY’s compliance with Trade Restrictions. You agree that any refusal or failure by ABBYY to perform its obligations hereunder on account of compliance with Trade Restrictions will not constitute a breach of any obligation under this Agreement and hereby waives any and all claims against ABBYY for any legal recourse, including, but not limited to, injunctive or declarative relief, loss, cost or expense, including consequential damages, that You may incur or be subject to by virtue of such refusal or cancellation. You shall not do or omit to do anything that may cause ABBYY, in ABBYY’s reasonable judgment, to be in breach of applicable Trade Restrictions, and shall protect, indemnify, and hold harmless ABBYY from any claim, damages, liability, costs, fees and expenses incurred by ABBYY as a result of the failure or omission of You to comply with such Trade Restrictions. Failure by You to comply with this Section 3.5 shall constitute a material breach of this Agreement.

3.6. Data. You represent and warrant that: (a) You and Your End Users have all necessary rights, consents and permissions to upload any and all Uploaded Data to the Service; and (b) Your, Your End Users’, and ABBYY’s use of Uploaded Data as contemplated in this Agreement will not violate any Applicable Law or any contract or obligation to which You, or Your End Users are bound, and will not infringe or misappropriate the Intellectual Property Rights, privacy rights, or any other right of any person.

3.7. Data Processing Addendum.

a. The DPA shall apply if and to the extent ABBYY Processes Uploaded Data on Your behalf. You hereby authorize ABBYY to Process Uploaded Data according to the terms and conditions of the relevant DPA depending on the Data Processing Location(s) chosen by You during or after the registration with the Service.

b. You may choose, whenever applicable, one or more Data Processing Locations as follows: Europe, USA or Australia.

c. The following DPA shall be applicable to You:

i. if You choose data Processing Location in Europe or You are located in one of the countries mentioned in 1.1.1., 1.1.6. or in Republic of Ireland, then GDPR DPA on behalf of ABBYY Europe GmbH shall apply to You or GDPR DPA on behalf of ABBYY UK Limited shall apply to You if You are located in one of the countries mentioned in 1.1.4. (except Republic of Ireland). GDPR DPA is available at https://www.abbyy.com/legal/cloud-terms-of-service/dpa-universal-data-processing/;

ii. if You choose data Processing Location in Australia or USA and You are located in one of the countries mentioned in 1.1.2., 1.1.3., 1.1.5., 1.1.7 or 1.1.8, then Universal DPA available at https://www.abbyy.com/legal/cloud-terms-of-service/dpa-universal/ shall apply to You. Should You require Processing of the Uploaded Data in accordance with GDPR requirements, You shall separately inform ABBYY about this by sending a notice to privacy_eu@abbyy.com, in which case the Universal DPA with GDPR Addendum, available at https://www.abbyy.com/legal/cloud-terms-of-service/dpa-universal-gdpr/, shall automatically apply.

d. The DPA forms an integral part of this Agreement, and in the event of a conflict between any provision in the DPA and any provision in this Agreement, the DPA shall control and govern to the extent of the conflict.

3.8. Tenant Archival and Deletion. ABBYY may choose to archive Your inactive Tenant, if a) Your trial Subscription has been expired and You have not acquired a new Subscription within at least 2 (two) months after Your previous trial Subscription has been expired, b) Your Subscription has been expired and You have not acquired a new Subscription within at least 6 (six) months after Your previous Subscription has been expired. Should you wish to resume using Your Tenant, You should contact ABBYY through e-mail of which ABBYY will additionally notify You. If You choose not to renew Your Subscription, then ABBYY shall permanently remove Your inactive Tenant within 6 (six) months of Your inactive Tenant archival date. In case if the inactive archived Tenant is Your only Tenant, then the Agreement between You and ABBYY will also be terminated and Your Account will be deleted as well.

4. Pricing and Terms of Payment

4.1. Prepayments. You are required to pay a prepayment to ABBYY as specified in the Quote before ABBYY provides any portion of the Service to You. The commencement of ABBYY’s obligations under this Agreement is conditioned upon its receipt of such prepayment unless otherwise agreed by the Parties in the Quote. 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 Service.

4.2. Overages. You shall pay subsequent amounts due for amounts in excess of the fixed Subscription Fees specified in the Quote (e.g., amounts in excess of the Subscription volume purchased) at the end of each billing period specified in the Quote (e.g., at the end of each calendar quarter) or at the end of the Subscription Term whichever comes earlier.

4.3. Price changes. Before any renewal term ABBYY may increase the Subscription Fees for up to 7% from the then current Subscription Fees rates unless otherwise mentioned in the relevant Quote

4.4. Late Payments. If any undisputed payment due under this Agreement is delinquent for any reason, interest shall accrue and be payable, to the extent legally enforceable, on such unpaid principal amounts from and after the date on which the same became due to the date of actual payment at the lower of one and one-half percent (1.5%) per month and the highest rate permitted by Applicable Law.

4.5. Taxes. You will pay ABBYY or Partner (if purchases through Partner) all applicable Subscription Fees and sales and use tax, excise tax, value-added tax (VAT), goods and service tax, service tax, business tax and other similar or applicable taxes, however characterized, that ABBYY is required under Applicable Law to charge You or otherwise pay in connection with providing the Service to You ("Indirect Taxes") except for taxes based on ABBYY's net income. If any Applicable Law requires You to withhold tax amounts from the Subscription Fee to ABBYY, You shall withhold such an amount of tax from the payments which You are only legally obligated to withhold, taking into consideration all exemptions, reliefs and reductions, at the rate of withholding tax under Applicable Law or at the rate as a result of applying any double tax treaty in force at the time of the Subscription Fee payment. You will effect such withholding, remit such withheld tax amounts to the appropriate tax authorities and promptly provide ABBYY with tax receipts evidencing the payments of such withholding tax amounts and all other supporting documents as may be required by ABBYY to claim a tax credit in its jurisdiction.

4.6. Invoicing. You will be invoiced for applicable Subscription Fees and Indirect Taxes on a periodic basis. You shall pay all amounts invoiced in accordance with the terms of the relevant Quote by means of electronic transfer. You are responsible for any outgoing bank transfer charges associated with the payments You make hereunder. You may not set off payments due to ABBYY against any amounts ABBYY may owe to You. Subscription Fees are non-refundable and non-cancellable.

4.7. Payment Fulfilment. All payment obligations of You shall be deemed fulfilled when the applicable sums due are credited to ABBYY's or Partner’s bank account.

4.8. Changes. ABBYY may change the prices and charges associated with the Service and payment procedure at any time by giving You at least thirty (30) days of prior notice. Such revised prices and payment terms will be binding on You once they come into effect.

4.9. Additional Information. 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.

4.10. Quote Execution. . 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 access to the Service 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.

5. Confidentiality

5.1. Confidential Information. Each Party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other Party (as the “Receiving Party”).

5.2. Protection of 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 this Agreement, 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 Agreement; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth herein;

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 set forth herein.

5.3. 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, the Receiving Party remains required by Applicable 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.

6. Support and Maintenance; Privacy Policy

6.1. SM Terms. Technical support for the Service will be provided by ABBYY in accordance with ABBYY’s then current SM Terms and at the level stated in the Quote.

6.2. Privacy Policy. Any Personal Data provided by You to ABBYY in course of or for the purposes of providing You the Service, technical support, software maintenance or the like will be Processed in accordance with the ABBYY Privacy Policy available at https://www.abbyy.com/privacy/ as the same may be modified from time to time (the "Privacy Policy").

7. Termination

7.1. Term and Termination. This Agreement shall be effective upon the earlier of the following: (a) the date You accept this Agreement; or (b) the date You first use the Service. This Agreement shall continue in effect for as long as You use or access the Service or until this Agreement is terminated in accordance with this section 7.

7.2. Subscription Term. The Subscription Term shall commence on the Quote Effective Date and shall continue for the term specified therein and any renewals thereto (if any). Except as otherwise specified in the relevant Quote and without prejudice to the section 4.9, each Subscription will automatically renew for an additional twelve (12) - month terms following the Initial Subscription Term, unless either Party gives the other written notice of termination (e-mail shall be deemed acceptable) at least forty-five (45) days before the end of the relevant Subscription Term. Notwithstanding anything to the contrary, any renewal in which Subscription volume or Subscription length for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.

7.3. Termination by ABBYY. Without prejudice to ABBYY’s other rights and remedies under this Agreement or Applicable Law and without liability to You, ABBYY has the right to suspend the Service, suspend or terminate the performance of any of its obligations under this Agreement, and terminate this Agreement immediately at any time if any of the following occurs:

i. You have failed to pay any invoice when due and such payment default continues for fifteen (15) days or more after receipt of ABBYY's written notice of late payment;

ii. You go into bankruptcy (whether voluntary or involuntary), experiences a voluntary or involuntary dissolution, is or is declared insolvent, makes an assignment for the benefit of creditors, suffers the appointment of a receiver or trustee over all or substantially all of its assets, or admits in writing an inability to pay its debts as they become due;

iii. You breach any term of this Agreement and You fail to cure such breach within thirty (30) days after Your receipt of written notice of the breach from ABBYY;

iv. ABBYY reasonably determines Your use of the Service (1) violates, or the continued performance of this Agreement would violate, Applicable Law, or (2) misappropriates or infringes the Intellectual Property Rights of a third party, or poses a threat to the security or performance of ABBYY's network or to any of Your clients or suppliers;

v. You become a Restricted Person as defined in Section 3.5 (Trade Restrictions), or You breach Section 3.5; in which case ABBYY shall have no further obligation to You whatsoever hereunder;

vi. You are subject to a change of Control and it is no longer reasonable to expect ABBYY to adhere to this Agreement due to the change of Control, in which case ABBYY shall not unreasonably delay negotiations for a new Service agreement with the anticipated owner of Your organization; or

vii. Your Account has been removed as per rules set in the section 3.8 of the Agreement.

7.4. Termination by You. Termination by You. You may terminate this Agreement or a Subscription if ABBYY materially breaches any material provision of this Agreement and if such breach is not substantially cured within thirty (30) days after ABBYY's receipt of written notice from You. In the event of such termination, You shall contact ABBYY technical support to deactivate Your Account and cease Your use of the Service within sixty (60) days after written notice of termination has been provided to ABBYY.

7.5. Other grounds of Termination. The DPA may contain other grounds for termination.

7.6. 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 of the Uploaded Data. All disputes between You and such Partner, whether or not 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.

7.7. End of Life. ABBYY may at any time at its discretion determine that the Service or its individual feature(s) is EoL. ABBYY shall notify You no later than 90 (ninety) days before the EoL date. If You prepaid the fee for Service that is subject to EoL, ABBYY will use commercially reasonable efforts to transition You to a substantially similar cloud service and the remaining unused amount will be credited towards the future purchase of such other cloud service. If ABBYY does not have a substantially similar cloud service or if You do not agree to such transition and wish to terminate Your Subscription to the Service, then ABBYY will credit You any unused portion of the prepaid fee for such Service, calculated from the last date the Service was available.

8. Consequences of Termination

8.1. Consequences. Upon termination of this Agreement:

a. all rights granted to You hereunder, including any active Subscription, will immediately terminate without giving rise to any right for You to receive or demand any compensation for goodwill, Authorized Users’ expenses, or any other payment of any nature from ABBYY or its Affiliates or Representatives;

b. You shall be required to return (or, with ABBYY’s prior written consent, destroy and certify such destruction in writing) all copies of materials that embody ABBYY’s Intellectual Property Rights and all copies of ABBYY’s Confidential Information provided in connection with this Agreement;

c. ABBYY will invoice You for any outstanding amounts due and payable by You, and You shall pay all such amounts in accordance with this Agreement and the relevant invoice;

d. You shall no longer have access to Your Account;

e. You shall uninstall, delete and destroy all Stations and copies of Stations installed on Your computer(s). You shall then email to ABBYY a confirmation via a letter of destruction signed by Your authorized Representative; and

f. If reasonably possible, ABBYY will inform You in advance and give You the opportunity to export Uploaded Data from the Service.

8.2. Uploaded Data. Upon termination of this Agreement and if not otherwise stated in the relevant Quote, ABBYY will have no obligation to maintain or forward any Uploaded Data and ABBYY may delete Uploaded Data from the Service at its sole discretion. Notwithstanding the foregoing, You authorize ABBYY to retain Uploaded Data on the Service following the expiration or termination of this Agreement for as long as necessary for ABBYY to perform its obligations under this Agreement, subject to any obligations under Applicable Law including data protection laws to retain Uploaded Data for a longer or shorter period.

8.3.  Survival. The termination of this Agreement shall not have any effect on provisions that are intended to operate or to be in force after termination, or any right of action already accrued to ABBYY in respect of any breach by You. Without limiting the generality of the preceding sentence, the following provisions will survive any expiration or termination of this Agreement: Section 1, Section 3, Sections 4.2, 4.3, 4.4, 4.5, 4.6 and 4.7, Section 5, Section 7, Section 8, Section 9, Section 10, Section 11, Section 12, as well as sections of relevant Exhibit.

8.4. Consequences for a Subscription Termination. In case of a Subscription termination or expiration, the Agreement shall remain in full force and effect unless duly terminated by either Party if there are no other Subscription Terms in effect.

8.5. Consequences for EoL. Upon completion of the EoL, relevant Exhibit for the particular Service shall be deemed terminated. In case You use other Services, relevant Exhibits for those other Services shall not be affected and shall remain in full force and effect unless duly terminated by either Party.

8.6. Refund or Payment upon Termination. If the Agreement or any active Subscription is terminated by You before the expiration of the Subscription Term for any reason except those provided in the section 7.4., then You shall, to the extent permitted by Applicable Law, pay ABBYY any unpaid fees covering the remainder of the Subscription Term and if paid in advance, shall not have any right of refund. If any discounts were applied to Your Subscription, You shall also pay ABBYY an amount equivalent to the sum of such discount.

9. Ownership of Intellectual Property Rights

9.1. Ownership. You acknowledge that the Service and Service Marketing Materials (and all aspects and components thereof, including all Software and related technology) are owned, controlled or licensed by or to ABBYY, are and remain the proprietary information of ABBYY and its Affiliates, suppliers and licensors, and are protected by Applicable Law. You acknowledge that all Intellectual Property Rights embodied in or relating to the Service and Service Marketing Materials (other than Uploaded Data) are, as between You and ABBYY, solely and exclusively owned by ABBYY and its licensors. All modifications, enhancements or changes to the Service and Service Marketing Materials and all related Intellectual Property Rights are and shall remain the property of ABBYY and its licensors and suppliers, without regard to the origin of such modifications, enhancements, or changes. No ownership or other rights in the Service or Service Marketing Materials or related Intellectual Property Rights are granted or transferred hereunder, except the right for You to use the Services under the terms herein, and ABBYY reserves all right, title and interest therein and thereto. Use of the Service or Service Marketing Materials does not grant You a license to any Intellectual Property Rights or other rights of ABBYY or its Affiliates or licensors or any third parties, whether express, implied, by estoppel or otherwise, or grant You the right to make or have made any products, or to use the Service or Service Marketing Materials outside the scope of this Agreement. Nothing in this Agreement limits ABBYY's and its licensors’ right to enforce their Intellectual Property Rights against You.

9.2. Feedback. If You provide to ABBYY comments regarding the Service or ideas on how to improve it ("Feedback"), by doing so, You also hereby assign all right, title, and interest worldwide in Feedback to ABBYY and agree to assist ABBYY, at ABBYY's expense, in perfecting and enforcing ABBYY's rights thereto and ownership thereof. You acknowledge and agree that ABBYY may use and incorporate Feedback into the Service or for other business purposes without compensation to You and without restriction.

9.3. Residual Information. To enable ABBYY to provide better service to Your client (including You), You agree that ABBYY is entitled to retain and use without restriction any of the generalized knowledge, techniques, methodologies, processes, 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 of Your Confidential Information to refresh its recollection ("Residual Information"). Such retention and use of Residual Information shall not be deemed a breach of this Agreement.

9.4. Use of Your Organization’s Name and Trademarks. 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 provided to ABBYY. Furthermore, You agree that ABBYY may publicly disclose to the public in marketing materials or otherwise some or all of the Service features and ABBYY products that You are using or have used.

9.5. ABBYY Trademarks.You shall display ABBYY trademarks belonging to ABBYY and accurately identify and refer to ABBYY and its technology and services subject to and strictly in accordance with 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 or in the Service-related documentations, as well as shall not remove any proprietary notices from the Documentation. Only for performing this Section by You, ABBYY hereby grants 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 9.5

9.6. Third-Party Software. The Service may contain components of other Third-Party Software, which are the property of their respective owners. Your use of the Third-Party Software is subject to the terms and conditions of the applicable Third-Party Software vendor that may be required for Your use of such Third-Party Software, as well as the terms of this Agreement.

10. Limited Warranty and Disclaimers

10.1. Compliance with Laws. Each Party represents and warrants to the other Party that it has the legal authority to enter into this Agreement with the other Party, and its execution and performance of this Agreement does not and will not violate Applicable Law or any other agreement to which it is a party or by which it is otherwise bound.

10.2. Internet Delays. ABBYY does not and will not provide You or Authorized Users / End Users with an Internet connection or with any hardware and software required to connect to the Internet or use the Service. Therefore, ABBYY is not responsible or liable for the quality of Your or Authorized Users’ / End Users’ Internet connection or the quality of the hardware and software that You or Authorized Users / End Users use to access the Internet. ABBYY is not responsible or 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 responsible or liable for any delay, malfunction, missed or late delivery, removal or loss of any of Your information provided to ABBYY, including but not limited to Uploaded Data, resulting from any of the circumstances described in this section 10.2.

10.3. Loss of information. You acknowledge that You may be transmitting information over a public computer network and that ABBYY shall not be liable for any loss of information transmitted in this manner.

10.4. No warranties for third party software products. ABBYY makes no warranties for any Third Party Software products and hereby expressly disclaims any such warranties.

10.5. Warranty disclaimer. EXCEPT FOR ANY WARRANTY, CONDITION OR EXPRESS REPRESENTATIONS STATED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ABBYY MAKES NO REPRESENTATION, WARRANTY, CONDITION, OR GUARANTEE, EITHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, OF ANY KIND, INCLUDING WITH RESPECT TO THE MERCHANTABILITY, RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, FITNESS FOR ANY PURPOSE (EVEN IF ABBYY HAS BEEN ADVISED OF SUCH PURPOSE), OR COMPLETENESS OF THE SERVICE OR ANY DATA, OR THE NON-INFRINGEMENT OF ANY THIRD PARTY RIGHTS. ADDITIONALLY, 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. ANY STORED DATA OR UPLOADED DATA WILL BE OR REMAIN ACCURATE OR RELIABLE;

c. THE RESULTS OBTAINED BY USING THE SERVICE ARE ACCURATE, COMPLETE OR USEFUL;

d. THE SERVICE, THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR OR END USER’S REQUIREMENTS OR EXPECTATIONS;

e. ERRORS OR DEFECTS WILL BE CORRECTED;

f. ANY SOLUTION CREATED BY OR FOR YOU USING OR BASED UPON THE SERVICE OR THE SERVICE AS INCORPORATED INTO SUCH SOLUTION SHALL FUNCTION IN ANY PARTICULAR MANNER; OR

g. THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

10.6. AS IS.

a. If you have entered into this Agreement with any ABBYY legal entity other than ABBYY Europe GmbH, the following rules shall apply to You instead of section 10.6 (b):
THE SERVICE AND ALL DATA ARE PROVIDED TO YOU STRICTLY ON “AS IS” BASIS.

b. If You have entered into this Agreement with ABBYY Europe GmbH, the following rules shall apply to You instead of section 10.6 (a):
The Service and all data are provided to You strictly on an “AS IS” basis without a warranty of any kind (“keine Beschaffenheitsgarantie”) except a potential mandatory statutory warranty.

10.7. Service Level Claims. The Service Levels are solely specified by ABBYY.

11. Limitation of Liability and Indemnification

11.1. Limitation of Liability

a. If you entered into this Agreement with any ABBYY legal entity other than ABBYY Europe GmbH, the following rules shall apply to You instead of section 11.1(b):

i. IN NO CASE SHALL ABBYY, ITS AFFILIATES, AND ITS AND THEIR REPRESENTATIVES BE LIABLE FOR INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, EXEMPLARY, TREBLE, CONSEQUENTIAL OR SPECIAL DAMAGES (INCLUDING THE LOSS OF BUSINESS, LOSS OF USE, REVENUES, PROFITS OR GOODWILL) WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.

ii. IN NO EVENT SHALL ABBYY'S TOTAL AND CUMULATIVE LIABILITY UNDER THIS AGREEMENT 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 THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST INCIDENT FROM WHICH THE LIABILITY ALLEGEDLY AROSE, 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 ALLOCATE RISKS UNDER THIS AGREEMENT BETWEEN ABBYY AND YOU. ABBYY'S PRICING REFLECTS THIS ALLOCATION OF RISKS AND LIMITATION OF LIABILITY. YOU ACKNOWLEDGE AND AGREES 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.

b. If You entered into this Agreement with ABBYY Europe GmbH, the following rules shall apply to You instead of section 11.1(a) to the fullest extent permitted by applicable law:

i. ABBYY’s statutory liability for damages shall be limited as follows: (1) ABBYY shall be liable only up to the amount of damages as typically foreseeable at the time of entering into the purchase agreement in respect of damages caused by a slightly negligent breach of a material contractual obligation required for the appropriate execution of the agreement and (2) ABBYY shall not be liable for damages caused by a slightly negligent breach of a non-material contractual obligation. ABBYY shall not bear any liability beyond the limits set above in this section 11, especially not in cases of consequential damages, loss of revenue or profits, punitive damages or any other special damages.

ii. The above limitation of liability also applies in respect of the personal liability of the employees, representatives and agents of ABBYY.

iii. The limitation of liability set forth above shall not restrict any mandatory statutory liability, in particular, to liability under the German Product Liability Act, liability for assuming a specific guarantee, liability for damage arising from a grossly negligent breach of duty or liability for culpably caused injuries to life, body or health.

11.2. Defense and Indemnification by You.

a. Defense of Claims. You shall defend ABBYY and its Affiliates and Representatives, and each of its and their respective Representatives, officers, directors, employees, successors, and assignees (each, an “ABBYY Indemnitee”) against any allegation, suit or claim that directly or indirectly arises out of or relates to any of the following (individually, a “Claim”, and collectively, the “Claims”):

i. Any information that You provide to ABBYY, including any Processing of Uploaded Data by or on behalf of ABBYY in accordance with this Agreement;

ii. 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;

iii. Your breach of any of Your representations, warranties, covenants, or obligations under this Agreement; or

iv. Any act or omission by You, any Authorized User / End User, Your Representatives, or any third party on Your behalf, including any negligent acts or omissions, wilful misconduct, or strict liability thereof, including, but not limited to acts or omissions that infringe, misappropriate, or violate any third party’s Intellectual Property rights.

b. Indemnification by You. You shall indemnify and hold harmless each ABBYY Indemnitee against any damages, liabilities, assessments, losses, costs, and other expenses (including reasonable attorneys’ fees and legal expenses) incurred by that ABBYY Indemnitee relating to any Claim, including:

i. All damages, liabilities, assessments, losses, costs, and other expenses (including reasonable attorney fees and legal expenses) finally awarded against an ABBYY Indemnitee in any proceeding relating to any Claim;

ii. All out-of-pocket costs (including reasonable attorneys’ fees) incurred by an ABBYY Indemnitee in connection with the defense of any Claim (other than attorneys’ fees and costs incurred without Your consent after You has accepted defense of such Claim); and

iii. If any Claim is settled between You and the third party, all amounts agreed to by You as part of such settlement.

c. Process. ABBYY shall give You reasonable notice of each Claim for which it seeks indemnity, except that failure to provide such notice will not release You from any obligations hereunder except to the extent that You are materially prejudiced by such failure. ABBYY will also give You its reasonable cooperation in the defense of each Claim, at Your expense. You may not use any counsel that would have a conflict of interest in representing ABBYY’s interests to defend any Claim. An ABBYY Indemnitee may participate in the defense of a Claim at its own expense. You will not settle any Claim without the relevant ABBYY Indemnitees’ prior written consent, which may not be unreasonably withheld. You shall ensure that any settlement You make of any Claim is made confidential, except where not permitted by Applicable Law. Your duty to defend is independent of Your duty to indemnify.

11.3. Indemnification by ABBYY.

a. Defense. Subject to section 11.1, ABBYY shall defend You and Your Affiliates and Representatives, and each of its and their respective Representatives, officers, directors, successors, and assignees (each “Your Indemnitee”) against any allegation or claim that Service when used in accordance with the terms in this Agreement, violates the Intellectual Property Rights of a third party in the United States.

b. Indemnification. 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 necessary rights to continue using the Service; (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 Subscription Fees paid to ABBYY for the portion of the Subscription 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 11.3 HEREIN.

c. Process. You shall give ABBYY reasonable notice of each claim for which it seeks indemnity, except that failure to provide such notice will not release ABBYY from any obligations hereunder except to the extent that ABBYY is materially prejudiced by such failure. You will also give ABBYY its reasonable cooperation in the defense of each claim, at ABBYY’s expense. ABBYY may not use any counsel that would have a conflict of interest in representing Your interests to defend any claim. Your Indemnitee may participate in the defense of a Claim at its own expense. ABBYY will not settle any Claim without the relevant Your Indemnitees’ prior written consent, which may not be unreasonably withheld. ABBYY shall ensure that any settlement ABBYY makes of any Claim is made confidential, except where not permitted by Applicable Law. ABBYY’s duty to defend is independent of ABBYY’s duty to indemnify.

11.4. 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.

12. Miscellaneous Provisions

12.1. Assignment. ABBYY may assign and transfer its rights and obligations hereunder (or any part thereof) to a third party at any time without Your consent. ABBYY will endeavor to give You notice of such assignment or transfer. 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 is hereby deemed null and void.

12.2. Dispute Resolution. The following procedure shall be observed to resolve any dispute arising between You and ABBYY under this Agreement or otherwise. If You have reason to believe that Your rights and interests have been violated in connection with Your use of the Service, You may send a written complaint to ABBYY. ABBYY shall seek to respond to the complaint within ten (10) business 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 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.

12.3. InfoSec Policy. In provision of Service and SM hereunder ABBYY shall comply with ABBYY Information Security Policy (Products and Support) available at https://www.abbyy.com/infosec-policy-products-support/. ABBYY may unilaterally change ABBYY Information Security Policy (Products and Support) without notice and effective as of any time, including immediately, where such changes do not result in a decrease of ABBYY obligations thereunder.

12.4. 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 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.

12.5. Severability. If any part of this Agreement is found to be or should become illegal, unenforceable, or invalid, the remaining portions of the 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.

12.6. Interpretation. The headings appearing at the beginning of any 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. Whenever the singular number is used in this Agreement and when required by the context, the same will include the plural and vice versa, and the masculine gender will include the feminine and neuter genders and vice versa. The words “include,” “includes” and “including” will be deemed to be followed by “without limitation.” Each Party to this Agreement acknowledges that it has had the opportunity to review this Agreement with legal counsel of its choice, and there will be no presumption that ambiguities will be construed or interpreted against the drafter. All the terms and periods herein are calculated as calendar periods, unless otherwise expressly specified.

12.7. No Partnership or Agency. The relationship between the Parties is that of independent contractors. Nothing in this Agreement or any circumstances associated with it or its performance shall be construed as creating nor give rise to any relationship of employment, agency or partnership between You and ABBYY. Neither Party shall have any right to obligate or bind the other Party in any manner whatsoever.

12.8. Entire Agreement. This Agreement (along with any and all associated Appendices) is the entire agreement between the Parties as to the matters set forth herein. This Agreement supersedes all previous oral and written communications, representations, discussions, negotiations, proposals, agreements and understandings 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 usage of trade or other regular practice or method of dealing, including but not limited to any kind of purchase orders, between the parties will be used to modify, interpret, supplement, or alter this Agreement. This Agreement and all its terms apply both to the Service as a whole and to any of the Service's separate components.

12.9. Contact Us. Should You have any questions concerning this Agreement, or if You desire to contact ABBYY for any reason, please contact Your ABBYY sales representative or Partner.

12.10. Notices. Any notices or communications required or permitted to be given by this Agreement must be (a) given in writing and (b) personally delivered or mailed, by prepaid, certified mail or overnight courier, or transmitted by electronic mail transmission, to the Party to whom such notice or communication is directed, to the mailing address or regularly-monitored electronic mail address of such Party (in Your case, this shall be the electronic mailing address provided on registration or any subsequently update thereto). Notice shall be deemed to have been given, if by post, on the date that the notice is delivered, and if by e-mail, when the recipient acknowledges having received that email by return email sent to the email address of the sender or by another method, with an automatic “read receipt” constituting acknowledgement of an email for the purposes of this section. In the case of change of address, the Party whose address has changed shall provide written notification to the other Party in respect of such change and communicate the new address to the other Party.

12.11. Amendment to this Agreement. ABBYY may unilaterally change this Agreement effective as of any time, including immediately, where such changes: (a) are required to comply with Applicable Law; 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 this Agreement, as reasonably determined by ABBYY. Otherwise, ABBYY may unilaterally change this Agreement 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 service interface. If You object to any such change, You must terminate the Account(s) and stop using the Service. ABBYY is not required to notify You about editorial changes, as well as if the changes are made to an Exhibit that is not applicable to You.

12.12. Force Majeure. If the performance of the provisions of this Agreement or any obligation herein is prevented, restricted or interfered with by reason of circumstances beyond the reasonable control of the Party obligated 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 best 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.

12.13. No Third Party Beneficiaries. This Agreement is between ABBYY and You. The Parties hereto acknowledge and agree that all provisions contained in this Agreement and any Exhibit are included for the sole benefit of ABBYY (and its Affiliates) and You and that nothing in this Agreement or any Exhibit, whether express or implied, shall create any third party beneficiary or other rights in any other person or entity, including without limitation any End User, unless otherwise expressly provided in relevant Exhibits.

13. Governing Law and Forum

13.1. ABBYY USA Software House, Inc. If You entered into this Agreement with ABBYY USA Software House, Inc., this Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to or application of its conflicts of law principles. Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in a state or federal court of competent jurisdiction situated in Santa Clara County, California and You consent to the exclusive personal jurisdiction of such courts for such purpose. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.

13.2. ABBYY Europe GmbH. If You entered into this Agreement with ABBYY Europe GmbH, this Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Germany excluding the Convention for the International Sale of Goods. 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 clause shall in no event be construed so as to deprive a party to institute interim injunction proceedings at a different court of another country.

13.3. ABBYY Pty. Ltd. If You entered into this Agreement with ABBYY Pty. Ltd., this Agreement shall be governed by and construed in accordance with the laws of the State of New South Wales, Australia, without regard to or application of its conflicts of law principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in a state or federal court of competent jurisdiction situated in New South Wales, Australia, and You consent to the exclusive personal jurisdiction of such courts for such purpose.

13.4. ABBYY Japan Co. Ltd. If You entered into this Agreement with ABBYY Japan Co. Ltd., this Agreement shall be governed by and construed in accordance with the laws of Japan, without regard to or application of its conflicts of law principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in a state or federal court of competent jurisdiction situated in Tokyo District Court, and You consent to the exclusive personal jurisdiction of such courts for such purpose.

13.5. ABBYY UK Limited and ABBYY Solutions Ltd . If You entered into this Agreement with either ABBYY UK Limited or ABBYY Solutions Ltd, this Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to or application of its conflicts of law principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitral tribunal shall be composed of three arbitrators. The seat of arbitration shall be in Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English.

13.6. ABBYY Singapore Pte. Ltd.. If you entered into this Agreement with ABBYY Singapore Pte. Ltd., this Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (SIAC Rules) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of three arbitrators. The language of the arbitration shall be English.

Exhibit A - FlexiCapture Cloud

The following terms in this Exhibit A are in addition to the Agreement and shall apply to You only if You purchase ABBYY FlexiCapture Cloud.

1. Definitions
   “ABBYY FlexiCapture Cloud” means Service accessible via https://www.abbyy.com/flexicapture-login/ 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 part of the Service, as well as ancillary online or offline services, audio, visual and text information.

2. Service Use Rights. ABBYY grants to You a limited, non-exclusive, revocable, non-transferable right to use ABBYY FlexiCapture Cloud for processing Volume Units during the Subscription Term on a standalone basis and solely for Your own internal business purposes, on the condition and so long as You pay the Subscription Fees for ABBYY FlexiCapture Cloud and comply with this Agreement and this Exhibit A. You are not granted a right distribution, resale, license, sublicense or any other transfer right with respect to ABBYY FlexiCapture Cloud. ABBYY reserves any right that ABBYY does not expressly and unambiguously grant to You hereunder. 
3. Deletion Periods. ABBYY and its Affiliates will automatically schedule all Uploaded Data whether already processed or not for deletion within sixty (60) days after it has been uploaded to the Service. The process of deletion of the Uploaded Data may last up to seven (7) business days after it has been scheduled for deletion. If You wish to delete Uploaded Data that is already processed sooner than the specified automatic deletion period, You may define Your own deletion period using configurations available for the relevant package of processed Uploaded Data. In all cases the deletion period set by You should be less than sixty (60) days, unless otherwise agreed with ABBYY in writing. In case if at the stage of the deletion it appears that in parallel You / Authorized Users either a) process the Uploaded Data or b) use the Uploaded Data through Stations or the configurations available for the relevant package of Uploaded Data (“Active Use”), the deletion shall be rescheduled to a later date, which shall happen not later than within seven (7) business days. The deletion shall be rescheduled each time until the Uploaded Data is not being processed by You / Authorized Users or is not in an Active Use.
4. Survival. The termination of this Agreement or this Exhibit A shall not have any effect on provisions that are intended to operate or to be in force after termination, or any right of action already accrued to ABBYY in respect of any breach by You. Without limiting the generality of the preceding sentence, the following provisions will survive any expiration or termination of this Agreement or this Exhibit A: sections 1, 2 and 4.

Exhibit A – 1 - FlexiCapture Cloud API

The following terms in this Exhibit A – 1 are in addition to the Agreement and shall apply to You only if You purchase ABBYY FlexiCapture Cloud API.

1. Definitions

1.1. “ABBYY FlexiCapture Cloud API” means Service accessible via https://www.abbyy.com/flexicapture-login/ 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 part of the Service, as well as ancillary online or offline services, audio, visual and text information, and that is integrated with Your Solution.

1.2. “Code Samples” mean the source code of sample applications made available by ABBYY for use with the Service.

1.3. “End User” means a person or legal entity using Your Solution in accordance with the End User Agreement.

1.4. “End User Agreement” means the written agreement between You and an End User that governs the use of Your Solution.

2. Service use rights. ABBYY grants to You a limited, non-exclusive, revocable, non-transferable right to use ABBYY FlexiCapture Cloud API for processing Volume Units during the Subscription Term solely to be integrated in Your Solution and for distribution to the End Users subject to this Agreement and in each case for use solely with and as part of Your Solution, on the condition and so long as You pay the Subscription Fees for FlexiCapture Cloud API and comply with the Agreement and this Exhibit A-1. Any right that ABBYY grants hereunder is revocable in accordance with this Agreement. ABBYY reserves any right that ABBYY does not expressly and unambiguously grant to You hereunder.

3. Distribution right for ABBYY FlexiCapture Cloud API

3.1. Distribution within Your Solution. Notwithstanding anything to the contrary in this Agreement, You may provide End Users with access to ABBYY FlexiCapture Cloud API and ABBYY FlexiCapture Cloud API Service functionality only as part of Your Solution. Except as expressly permitted herein, any distribution of ABBYY FlexiCapture Cloud API or any of its component parts on a standalone basis is prohibited. End Users shall not be permitted to access online or offline, including without limitation download, install or have installed ABBYY FlexiCapture Cloud API or its component parts. End Users shall not be provided with direct access to ABBYY FlexiCapture Cloud API, shall not use it on a standalone basis, and shall not have any right or license to use ABBYY FlexiCapture Cloud API or ABBYY FlexiCapture Cloud API Service functionality separately from Your Solution.

3.2. Copyright notices. The copyright notices in ABBYY FlexiCapture Cloud API shall be faithfully reproduced in each copy of ABBYY FlexiCapture Cloud API distributed in or with Your Solution exactly as provided to You by ABBYY. Each End User Agreement entered into between You or Your authorized distributors on the one hand and End User on the other shall identify ABBYY as a third party beneficiary, and You shall take all steps necessary and cooperate with ABBYY to ensure that those agreements are enforced at all times. 

3.3. End User Agreement Terms. Your End User Agreement shall contain minimal terms in favor of ABBYY that substantially meet the following requirements:
a. statements that Your Solution utilizes the Service with correct references to ABBYY name and ABBYY proprietary rights to the Service;

b. End User is granted only a non-exclusive, non-transferable right to use the Service as part of Your Solution.

c. ABBYY shall be excluded from any and all liability 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: (a) decompile or reverse engineer the Service Software; (b) modify, publish, transmit, license, sublicense, transfer, sell, distribute, reproduce, create derivative or collective works from, or in any way  exploit the Service Software beyond the scope of permitted use or make the Service Software available, in whole or in part; (c) disclose results of any services or program benchmark tests without ABBYY’s prior written consent; (d) 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 this Agreement; (e) transmit files, content, photographs, videos, personal or technical data or any other type of information or data (collectively, “User Content”) that is defamatory or libelous; (f) transmit any User Content that it has no rights to, or for which transmission would constitute infringement of third-party Intellectual Property Rights; or (g) transmit any viruses, malicious code, Trojans, 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;

e. all disputes between You and End Users, whether or not relating to any information, data or forms available on or through the Service, will be settled by and between You and End User. ABBYY bears no responsibility for resolving such disputes and has no obligation to be involved in any way in any such dispute;

f. End User shall comply with all applicable legal requirements regarding privacy and data protection; and

g. You shall provide sufficient notice to, and, if legally required, obtain sufficient consent and authorization from End Users providing Personal Data and any other information to ABBYY in the course of using Your Solution in order to permit the processing of such data by ABBYY. The notice shall include the following statement: “Notwithstanding the above, ABBYY is not responsible for compliance with the particular data protection laws applicable to End Users or its industry, or to providers using critical infrastructure (e.g. financial or credit institutions, health and safety institutions, professional unions or associations, religious organizations).”

3.4. Code Samples Restrictions. Except as otherwise explicitly provided in this Agreement:
a. ABBYY is the owner of Code Samples and nothing in this Agreement shall be interpreted as a transfer of ownership to the Code Samples;

b. You may use the Code Samples as part of 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 results obtained from the Service;

d. modifications to the Code Samples shall be owned by the party making such modifications;

e. if You disclose modifications it has made to the Code Samples by sending them to ABBYY technical support service or by any other means, ABBYY shall deem 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 grant to ABBYY the license to the modifications to the Code Samples, You should not disclose to ABBYY the source code of such modifications.

4. Deletion Periods. ABBYY and its Affiliates will automatically schedule all Uploaded Data whether already processed or not for deletion within thirty (30) days after it has been uploaded to the Service. The process of deletion of the Uploaded Data may last up to seven (7) business days after it has been scheduled for deletion. If You wish to delete Uploaded Data that is already processed sooner than the specified automatic deletion period, You may define Your own deletion period using configurations available for the relevant package of processed Uploaded Data. In all cases the deletion period set by You should be less than thirty (30) days. In case if at the stage of the deletion it appears that in parallel You / Authorized Users either a) process the Uploaded Data or b) use the Uploaded Data through Stations or the configurations available for the relevant package of Uploaded Data (“Active Use”), the deletion shall be rescheduled to a later date, which shall happen not later than within seven (7) business days. The deletion shall be rescheduled each time until the Uploaded Data is not being processed by You / Authorized Users or is not in an Active Use. In case if You store Uploaded Data in both FlexiCapture Cloud and FlexiCapture Cloud API platforms, Uploaded Data shall be stored in both platforms and deleted in accordance with the deletion periods set for each Service in the section 3 of the Exhibit A and this section 4 respectively.

5. Additional Warranties

5.1. Ownership Warranty. 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.

5.2. Technical integration. You are solely responsible for the technical integration of the Service into Your Solution, the assessment of 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.

6. Survival. The termination of this Agreement or this Exhibit A-1 shall not have any effect on provisions that are expressed to operate or to be in force after termination, or any right of action already accrued to ABBYY in respect of any breach by You. Without limiting the generality of the preceding sentence, the following provisions will survive any expiration or termination of this Agreement or this Exhibit A-1: sections 1, 2, 3.4, 5 and 6.

Exhibit A - 2 – ABBYY Vantage Cloud

The following terms in this Exhibit A-2 are in addition to the Agreement and shall apply to You only if You purchase ABBYY Vantage Cloud for internal use.

1. Definitions

1.1.“ABBYY Vantage Cloud” means the Service accessible via https://www.abbyy.com/vantage-login/, as well as ABBYY Vantage Platform and all of ABBYY’s proprietary technology (including software, hardware, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information), as well as Documentation. 

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

1.3. “Asset” has the same definition given in the general terms of use for Marketplace.

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

1.5. “Skill” means an ancillary software tool consisting of configuration files, trained models and other components, executed by ABBYY Vantage or invoked by third-party applications and executed on ABBYY Vantage Platform, which address various documents processing scenarios, including but not limited to extraction of data from documents, classification of documents, running documents by predefined workflow.

2. Scope. Scope. ABBYY grants to You a limited, non-exclusive, revocable, non-transferable right to use ABBYY Vantage Cloud for processing Volume Units during the Subscription Term on a standalone basis and solely for Your own internal business purposes, on the condition and so long as You pay the Subscription Fees for ABBYY Vantage Cloud and comply with the Agreement and this Exhibit A-2. ABBYY reserves any right that ABBYY does not expressly and unambiguously grant to You hereunder.

3. Miscellaneous Agreement

3.1. Uploaded Data processing. Uploaded Data may be used for performing ABBYY Vantage Cloud in the following ways: for transactions (meaning recognition, conversion and extraction of the documents using the functionality of the Service) and for the Skill training (meaning that Uploaded Data will be uploaded to the particular Skill’s document set and used for design, training and improvement of that Skill) via Skill designer or by allowing the system to collect documents as part of the online learning service for improving the Skills for Your own purposes.

3.2. Uploaded Data retention and deletion. Uploaded Data used for transaction purposes will be automatically scheduled for deletion fourteen (14) calendar days after it has been uploaded to ABBYY Vantage Cloud.  By default, Uploaded Data used for the Skill training as described in the section 3.1 above will be retained within the Skill during the subscription period of that Skill and will be deleted six (6) months after expiration of subscription of that Skill. If You wish to delete Uploaded Data before the automatic deletion periods as set in this section 3.2, You may do so by using the methods described in relevant Skills documentation.

3.3. Paid-for Skills. Certain Skills in ABBYY Vantage Cloud may be paid-for. If You wish to use such paid-for Skills, You should purchase individual subscriptions for them. Otherwise, You should not be able to use these paid-for Skills. 

3.4. Ownership of Skills. If not otherwise mentioned in the relevant ABBYY Skill terms posted on the Marketplace, You acknowledge that ABBYY Skills are owned, controlled or licensed by or to ABBYY, are and remain the proprietary information of ABBYY and its Affiliates, suppliers and licensors, and are protected by Applicable Law. You acknowledge that all Intellectual Property Rights relating to ABBYY Skills are, as between You and ABBYY, solely and exclusively owned by ABBYY. All modifications, enhancements or changes to ABBYY Skills are and shall remain the property of ABBYY and its licensors and suppliers, without regard to the origin of such modifications, enhancements or changes. No ownership rights in ABBYY Skills are granted, and ABBYY reserves all right, title and interest therein and thereto. The use of ABBYY Skills does not grant You a license to any Intellectual Property Rights or other rights of ABBYY or its Affiliates or licensors or any third parties, whether express, implied, by estoppel or otherwise, or grant You the right to make or have made any products, or to use ABBYY Skills beyond the scope of the Agreement and this Exhibit A-2. You will not challenge the ownership or rights in ABBYY Skills, including without limitation all copyrights and other proprietary rights. Nothing in the Agreement and this Exhibit A-2 limits ABBYY’s ability to enforce its Intellectual Property Rights.

4.  Survival. The termination of this Agreement or this Exhibit A-2 shall not have any effect on provisions that are expressed to operate or to be in force after termination, or any right of action already accrued to ABBYY in respect of any breach by You. Without limiting the generality of the preceding sentence, the following provisions will survive any expiration or termination of this Agreement or this Exhibit A-2: sections 1, 2, 3.4 and 4.

Exhibit A - 3 – ABBYY Vantage Cloud for ISV Distribution

The following terms in this Exhibit A-3 are in addition to the Agreement and shall apply to You only if You purchase ABBYY Vantage Cloud for ISV Distribution.

1.  Definitions

1.1. “ABBYY Vantage Cloud” means the Service accessible via https://www.abbyy.com/vantage-login/, ABBYY Vantage Platform and all of ABBYY’s proprietary technology (including software, hardware, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information), as well as Documentation. 

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

1.3. “Asset” has the same definition given in the general terms of use for Marketplace.

1.4.  Code Samples” mean the source code of sample applications made available by ABBYY for use with the Service.

1.5.  End User” means a person or legal entity using Your Solution in accordance with the End User Agreement.

1.6.  End User Agreement” means the written agreement between You and an End User that governs the use of Your Solution.

1.7. “ISV Distribution” means distribution of ABBYY Vantage Cloud to End Users in conjunction with Your Solution.

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

1.9. “Skill” means an ancillary software tool consisting of configuration files, trained models and other components, executed by ABBYY Vantage or invoked by third-party applications and executed on ABBYY Vantage Platform, which address various documents processing scenarios, including but not limited to extraction of data from documents, classification of documents, running documents by predefined workflow.

2. Scope. ABBYY grants to You a limited, non-exclusive, revocable, non-transferable right to use ABBYY Vantage Cloud for ISV Distribution for processing Volume Units during the Subscription Term solely for Your own business purposes, in order to connect with Your Solution and distribute to the End Users subject to the Agreement and the Exhibit A-3 and in each case for use solely with and as part of Your Solution, on the condition and so long as You pay for ABBYY Vantage Cloud for Distribution and comply with the Agreement and this Exhibit A-3. ABBYY reserves any right that ABBYY does not expressly and unambiguously grant to You hereunder.

3. Distribution

3.1. Distribution within Your Solution. Notwithstanding anything to the contrary in this Agreement and Exhibit A-3 and if You purchase Subscription for ABBYY Vantage Cloud for ISV Distribution, You may provide End Users with access to ABBYY Vantage Cloud and the Service functionality only as part of Your Solution. Except as expressly permitted herein, any distribution of ABBYY Vantage Cloud or any of its component parts on a standalone basis is prohibited. End Users shall not have and shall not be permitted to access online or offline, including without limitation download, install or have installed ABBYY Vantage Cloud or its component parts on a standalone basis, and shall not have any right or license to use ABBYY Vantage Cloud or the Service functionality separately from Your Solution.  

3.2. Copyright notices. The copyright notices in ABBYY Vantage Cloud shall be faithfully reproduced in each copy of ABBYY Vantage Cloud distributed in or with Your Solution exactly as provided to You by ABBYY.

3.3. End User Agreement Terms

Your End User Agreement shall contain minimal terms in favor of ABBYY that substantially meet the following requirements:

a. statements that Your Solution utilizes the Service with correct references to ABBYY name and ABBYY proprietary rights to the Service;

b. End User is granted only a non-exclusive, non-transferable right to use the Service as part of Your Solution.

c. ABBYY shall be excluded from any and all liability 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: (a) decompile or reverse engineer the Service Software; (b) modify, publish, transmit, license, sublicense, transfer, sell, distribute, reproduce, create derivative or collective works from, or in any way  exploit the Service Software beyond the scope of permitted use or make the Service Software available, in whole or in part; (c) disclose results of any services or program benchmark tests without ABBYY’s prior written consent; (d) 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 this Agreement; (e) transmit files, content, photographs, videos, personal or technical data or any other type of information or data (collectively, “User Content”) that is defamatory or libelous; (f) transmit any User Content that it has no rights to, or for which transmission would constitute infringement of third-party Intellectual Property Rights; or (g) transmit any viruses, malicious code, Trojans, 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;

e. all disputes between You and End Users, whether or not relating to any information, data or forms available on or through the Service, will be settled by and between You and End User. ABBYY bears no responsibility for resolving such disputes and has no obligation to be involved in any way in any such dispute;

f. End User shall comply with all applicable legal requirements regarding privacy and data protection; and

g. You shall provide sufficient notice to, and, if legally required, obtain sufficient consent and authorization from End Users providing Personal Data and any other information to ABBYY in the course of using Your Solution in order to permit the processing of such data by ABBYY. The notice shall include the following statement: “Notwithstanding the above, ABBYY is not responsible for compliance with the particular data protection laws applicable to End Users or its industry, or to providers using critical infrastructure (e.g., financial or credit institutions, health and safety institutions, professional unions or associations, religious organizations).”

3.4. Code Samples Restrictions. Except as otherwise explicitly provided in this Agreement:

a. ABBYY is the owner of Code Samples and nothing in this Agreement shall be interpreted as a transfer of ownership to the Code Samples;

b. You may use the Code Samples as part of 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 results obtained from the Service;

d. modifications to the Code Samples shall be owned by the party making such modifications;

e. if You disclose modifications it has made to the Code Samples by sending them to ABBYY technical support service or by any other means, ABBYY shall deem 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 grant to ABBYY the license to the modifications to the Code Samples, You should not disclose to ABBYY the source code of such modifications.

4. Miscellaneous Terms

4.1. Uploaded Data processing. Uploaded Data may be used for performing ABBYY Vantage Cloud in the following ways: for transactions (meaning recognition, conversion and extraction of the documents using the functionality of the Service) and for the Skill training (meaning that Uploaded Data will be uploaded to the particular Skill’s document set and used for design, training and improvement of that Skill) via Skill designer or by allowing the system to collect documents as part of the online learning service for improving the Skills for Your own purposes.

4.2. Uploaded Data retention and deletion. Uploaded Data used for transaction purposes will be automatically scheduled for deletion fourteen (14) calendar days after it has been uploaded to ABBYY Vantage Cloud.  By default Uploaded Data used for the Skill training as described in the section 4.1 above will be retained within the Skill during the subscription period of that Skill and will be deleted 6 (six) months after expiration of subscription of that Skill. If You wish to delete Uploaded Data before the automatic deletion periods as set in this section 4.2, You may do so by using the methods described in relevant Skills documentation.

4.3. Paid-for Skills. Certain Skills in ABBYY Vantage Cloud may be paid-for. If You wish to use such paid-for Skills, You should purchase individual subscriptions for them. Otherwise, You should not be able to use these paid-for Skills. 

4.4. Ownership of Skills. If not otherwise mentioned in the relevant ABBYY Skill terms posted on the Marketplace, You acknowledge that ABBYY Skills are owned, controlled or licensed by or to ABBYY, are and remain the proprietary information of ABBYY and its Affiliates, suppliers and licensors, and are protected by Applicable Law. You acknowledge that all Intellectual Property Rights relating to ABBYY Skills are, as between You and ABBYY, solely and exclusively owned by ABBYY. All modifications, enhancements or changes to ABBYY Skills are and shall remain the property of ABBYY and its licensors and suppliers, without regard to the origin of such modifications, enhancements or changes. No ownership rights in ABBYY Skills are granted, and ABBYY reserves all right, title and interest therein and thereto. Use ABBYY Skills does not grant You a license to any Intellectual Property Rights or other rights of ABBYY or its Affiliates or licensors or any third parties, whether express, implied, by estoppel or otherwise, or grant You the right to make or have made any products, or to use ABBYY Skills beyond the scope of the Agreement and this Exhibit A-3. You will not challenge the ownership or rights in and ABBYY Skills, including without limitation all copyrights and other proprietary rights. Nothing in the Agreement and this Exhibit A-3 limits ABBYY’s ability to enforce its Intellectual Property Rights.

5. Additional Warranties

5.1. Ownership Warranty. 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.

5.2. Technical integration. You are solely responsible for the technical integration of the Service into Your Solution, the assessment of 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.

6. Survival. The termination of this Agreement or this Exhibit A-3 shall not have any effect on provisions that are expressed to operate or to be in force after termination, or any right of action already accrued to ABBYY in respect of any breach by You. Without limiting the generality of the preceding sentence, the following provisions will survive any expiration or termination of this Agreement or this Exhibit A-3: sections 1, 2, 3.4, 4.4., 5 and 6.

Exhibit A - 4 – ABBYY Timeline

The following terms in this Exhibit A-4 are in addition to the Agreement and shall apply to You only if You purchase ABBYY Timeline.

1. Definitions

1.1. “ABBYY Timeline” means the Service accessible via the link https://online.timelinepi.com/pages/auth/login 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.

2. Scope. ABBYY grants to You a limited, non-exclusive, revocable, non-transferable right to use ABBYY Timeline for processing Volume Units during the Subscription Term on a standalone basis and solely for Your own internal business purposes, on the condition and so long as You pay for ABBYY Timeline and comply with the Agreement and this Exhibit A-4. ABBYY reserves any right that ABBYY does not expressly and unambiguously grant to You hereunder.

3. Miscellaneous  

3.1. External-Facing Services. Unless You have purchased a Subscription that permits such use, You may not use the Services to create content to be hosted and/or posted on external-facing websites or services. If Your Subscription to the Services includes a license for the creation of content to be hosted and/or posted on external-facing websites or services, such use is subject to the requirements stated in the Documentation, and You agree to be solely responsible for complying with all applicable laws in Your use of any cookies or other tracking technologies.

3.2. ABBYY Timeline Documentation. The ABBYY Timeline Documentation is accessible via

https://help.abbyy.com/en-us/timeline/6/user_guide/whatisabbyytimeline/.

4. Survival. The termination of this Agreement or this Exhibit A-4 shall not have any effect on provisions that are expressed to operate or to be in force after termination, or any right of action already accrued to ABBYY in respect of any breach by You. Without limiting the generality of the preceding sentence, the following provisions will survive any expiration or termination of this Agreement or this Exhibit A-4: sections 1, 2, and 4.

5. Business Associate Agreement. Should You require Processing of the Uploaded Data in ABBYY Timeline in accordance with the requirements of Health Insurance Portability and Accountability Act, You shall separately inform ABBYY by sending a notice to dataprotection@abbyy.com in which case the Business Associate Agreement (“BAA”) available through https://www.abbyy.com/legal/cloud-terms-of-service/dpa-universal/ shall automatically apply on the next working day after the receiving such notification by ABBYY.

Exhibit A - 5 – ABBYY Cloud OCR SDK

The following terms in this Exhibit A-6 are in addition to the Agreement and shall apply to You only if You purchase ABBYY Cloud OCR SDK.

1. Definitions

1.1. “ABBYY Cloud OCR SDK” means the Service accessible via the links stated at https://cloud.ocrsdk.com/Account/Login 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. This service is designed for business and corporate use, explicitly excluding private or personal usage.

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

1.3. “End user agreement” means the written agreement between You and an End User that governs the use of Your Solution.

2. Service Use Rights ABBYY grants to You a limited, non-exclusive, revocable, non-transferable right to use Service in conjunction with Your Solution during Subscription Term. All rights not expressly and unambiguously granted herein regarding Services are reserved by ABBYY.

3. 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 Service with a reference to 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 Service.

c) ABBYY shall not be liable to End User for any general, special, direct, indirect, consequential, incidental, or lost profits or other damages arising out of or related to Service.

d) End User will not: (a) decompile or reverse engineer Service or Service Software or its component parts; (b) modify, publish, transmit, license, sublicense, transfer, sell, distribute, reproduce, create derivative or collective works from, or in any way otherwise exploit Service or Service Software or make Service or Service Software available, in whole or in part; (c) disclose results of any services or program benchmark tests without ABBYY’s prior written consent; (d) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make Service available to any third party other than as expressly permitted under the terms of the agreement; (e) transmit files, content, photographs, videos, personal or technical data or any other type of information or data (collectively, “User Content”) that is defamatory or libelous; (f) transmit any User Content that it has no rights to, or for which transmission would constitute infringement of third-party intellectual property rights; or (g) 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.

e) all disputes between You and End Users, whether or not relating to any information, data or forms available on or through the Service, will be settled by and between You and End User. ABBYY bears no responsibility for resolving such disputes and has no obligation to be involved in any way in any such dispute

f) You shall provide sufficient notice to, and, if legally required, obtain sufficient consent and authorization from End Users providing Personal Data and any other information to ABBYY in the course of using Your Solution in order to permit the processing of such data by ABBYY. The notice shall include the following statement: “Notwithstanding the above, ABBYY is not responsible for compliance with the particular data protection laws applicable to End Users or its industry, or to providers using critical infrastructure (e.g., financial or credit institutions, health and safety institutions, professional unions or associations, religious organizations).”

g) End User shall comply with all applicable legal requirements regarding privacy and data protection.

3. Code Samples Restrictions. Except as otherwise explicitly provided in this Agreement:

a) ABBYY is the owner of Code Samples and nothing in this Agreement shall be interpreted as a transfer of ownership to the Code Samples;

b) You may use the Code Samples as part of Your Solution;

c) You may study, modify and provide Code Samples to End Users in binary code as part of Your Solution or provide in-house access to Code Samples, provided that Your Solution uses Code Samples solely for processing the results obtained from the Service;

d) modifications to the Code Samples shall be owned by the party making such modifications;

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

5. Uploaded Data retention and deletion. Uploaded Data used for transaction purposes will be automatically scheduled for deletion within fourteen (14) calendar days after it has been uploaded to the ABBYY Cloud OCR SDK. Uploaded Data scheduled for deletion will be deleted within six (6) months 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/).

6. Additional Warranties .

6.1. Ownership Warranty. 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.

6.2. Technical Warranty. You are solely responsible for the technical integration of the Service into Your Solution, the assessment of 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.

7. Survival. The termination of this Agreement or this Exhibit A-6 shall not have any effect on provisions that are intended to operate or to be in force after termination, or any right of action already accrued to ABBYY in respect of any breach by You. Without limiting the generality of the preceding sentence, the following provisions will survive any expiration or termination of this Agreement or this Exhibit A-6: sections 1, 2, 4, 6 and 7.