Partner Subscription Terms
Last updated: 04 April, 2023
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1. Definitions
“ABBYY” means the ABBYY legal entity with which You executed the Partner Agreement.
“Balance” means the quantity of Volume Units available to be processed for Subscription during the Subscription Term.
“Invoice” means a written or electronic financial document specifying the ABBYY Software, Volume Units, Balance, price, Subscription Term and other commercial terms and conditions
“Partner Agreement” means an agreement executed between You and ABBYY that allows You to distribute ABBYY Software to End Users.
“Quote” means a written document issued by ABBYY specifying ABBYY Software ordered by You, which includes a description of ABBYY Software, price, payment terms, Subscription Term and other terms and conditions. In exclusive cases where a written order is signed between Parties instead of Quote, such order shall also be referred to as Quote in terms of Partner Agreement and these Terms. Once signed or otherwise accepted by both You and ABBYY, each Quote shall be incorporated by reference and refer only to these Terms and Partner Agreement.
“SDK” means a type of ABBYY Software as defined in more details in relevant EULA and which allows the creation of applications, including but not limited to, software package, software framework, hardware platform, computer system, operating system, or similar platform, and also enables End User to integrate certain functions into Your software application, as defined in the relevant EULA.
“Subscription” means (i) Your commitment to pay Subscription Fee(s) to ABBYY in order to make ABBYY Software’s functionality available to End User to use during Subscription Term according to the fees stated in the applicable Quote agreed and accepted by both You and ABBYY; and (ii) in consideration of such payment, ABBYY’s commitment to make ABBYY Software and default level of Support and Maintenance Services (“SM Services”)available to End User during Subscription Term.
“Subscription Term” means the duration of the license granted to End User. The Subscription Term includes both Initial Subscription Term and all Renewal Subscription Terms.
“Initial Subscription Term” means a period of time corresponding to Subscription start date and end date as indicated in the Quote.
“Subscription Renewal Term” means each of an unlimited number of successive 12 months terms, unless otherwise indicated in the relevant Quote, following the Initial Subscription Term.
“Subscription Fee” means the payment that You make for the Subscription during the Subscription Term.. Subscription Fee includes the fees for default level of SM services and available to End User(s), during the Subscription Term.
“Volume Unit” means a document transaction, document, page or other unit of information that is processed using the ABBYY Software.
“You” means your legal entity that executed the Partner Agreement with ABBYY.
2. Ordering and Payment; Balance
2.1. ABBYY shall permit the End User to use ABBYY Software during the Subscription Term stated in the Quote.
2.2. 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 any orders, including but not limited to 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 any order, including but not limited to auto-renewal of Your existing Subscription, or terminate a then-current Subscription.
2.3. If You execute and/or return a Quote to ABBYY after the Subscription start date indicated in such Quote, ABBYY may, at its sole discretion, adjust the Subscription start date and the end date, without increasing the total price under such Quote, based on the date ABBYY provides the ABBYY Software to You after You execute and/or return such Quote to ABBYY and provided that the Subscription Term length under such Quote does not change.
2.4. Subject to Your compliance with the section 2.2, ABBYY will Invoice You, stating in Invoice the amount of Subscription Fee(s) and the due date of payment. If You fail to pay Invoice within the due date of payment as specified in Invoice, ABBYY may cancel the respective Quote and/or deny the End User access to ABBYY Software functionality.
2.5. You shall make a pre- or post-payment of Subscription Fee(s) as stated in appropriate Quote or Invoice. You agree to pay the Subscription Fees for all Subscriptions that You order for Yourself or an End User. Your payment obligation shall be deemed fulfilled once the amount due is credited to ABBYY’s bank account
2.6. In case of a prepayment, Your payment obligations shall be performed before the Subscription Term start date as indicated in the relevant Quote. In case if You fail to perform Your payment obligations on time, instead of cancelling the Quote, ABBYY may choose to make available the Software to End User from the date the payment was actually received by ABBYY. However, the Subscription Term end date shall remain as indicated in the relevant Quote with no pro-rata or other type of refund applicable.
2.7. Subscription Fees are non-cancellable and are non-refundable, except as otherwise provided for herein and unless cancellable or refundable under the applicable laws.
2.8. After Your order for a Subscription is fulfilled by ABBYY, ABBYY will send You or End User directly by e-mail Internet address from which Distribution Kit and/or Software Keys may be downloaded, as well as will provide the End User with the Balance of Volume Units purchased, which shall be valid during Subscription Term. For SDK products only, Volume Units are always linked to a particular Application and are not transferable between different Applications or otherwise.
2.9. You may request ABBYY to increase the Volume Units available for a Subscription at any time; and starting from the date of such Volume Unit increase, the additional Volume Units will be added to the Balance of the Subscription. The additional Volume Units purchased will be available until the expiration of then-current Subscription Term only.
2.10. At the end of the Subscription Term, ABBYY may charge additional fees for the subsequent amounts due for amounts in excess of the Volume Unit purchased. If You fail to pay the above-mentioned additional fees, ABBYY may limit or freeze the Subscription.
2.11. Any request for modification of Subscription on renewal shall be done at least 45 days in advance of the renewal date.
3. Termination of Subscription; Renewals
3.1. Without prejudice to the section 2.2, each Subscription Term shall automatically renew for a Subscription Renewal Term, unless either Party notifies the other Party in writing of its decision not to renew the Subscription 45 (forty-five) days prior to the expiration date of the then-current Initial or Subscription Renewal Term.
3.2. During the Subscription Term, the Subscription may not be terminated by You or an End User for any reason except for any specific cause for termination provided in the EULA, or if required so by applicable law. Subscription may be cancelled only at the end of the then-current Subscription Term by providing a written cancellation notice to ABBYY before any auto-renewal of the Subscription within the non-renewal notice period specified in these Terms above. Any such notice to ABBYY shall be sent to the email address renewal-cancellation@abbyy.com and contain a reference to Your ABBYY Software license number for which Subscription shall not be renewed.
3.3. Upon expiration or termination of a particular Subscription, the End User will have no right to use the applicable ABBYY Software and shall delete any copies of it. The termination or expiration of a Subscription will not affect the validity of the Partner Agreement, unless otherwise agreed in the Partner Agreement.
3.4. If the Partner Agreement is terminated by You before a Subscription Term expires, then You shall, to the extent permitted by applicable laws, pay ABBYY any unpaid fees covering the remainder of the Subscription Term. If any discounts were applied to Subscription, You may be required by ABBYY to pay an amount equivalent to the sum of such discount. The provisions of this section shall not apply if the termination is based on ABBYY’s breach.
3.5. Before any Subscription Renewal Term ABBYY may increase the Subscription Fees for up to 7% (seven percent) from the then current Subscription Fees rates for the relevant ABBYY Software unless otherwise mentioned in the relevant Quote.
3.6. Termination of Subscription followed by repurchase of the equivalent Subscription within four (4) months of the termination shall be considered a Subscription renewal and shall be subject to administrative reinstatement fee of up to 2% (two percent) of yearly Subscription Fee per lapsed month.
3.7. A portion of Subscription Renewal Term lapsed due to Your failure to provide documents or information reasonably required by ABBYY for processing a Subscription renewal, as required by the section 2.2 above, may be reinstated upon Your payment of Renewal reinstatement fee of up to 2% (two percent) of yearly Subscription Fee per lapsed month.
4. Miscellaneous
4.1. All capitalized terms used in these Terms that are not otherwise expressly defined herein shall have the respective meanings ascribed to such terms in the Partner Agreement, or in the absence of such terms in the Partner Agreement shall have the respective meanings ascribed to such terms in the applicable EULA. The rules of interpretation set out in the Partner Agreement apply to these Terms.
4.2. Order of Prevalence
a) If any conflict arises between the terms and conditions of any prior, concurrently or subsequently issued Quote, Invoice, Partner Agreement, EULA and these Terms, the following order of prevalence shall apply (from higher to lower):
(i) Quote;
(ii) Invoice;
(iii) these Terms;
(iv) Partner Agreement (provided that Partner Agreement shall prevail over these Terms if Partner Agreement directly references the particular conflicting term in these Terms and clearly states parties’ mutual intention to derogate from such term of these Terms).
(v) EULA (provided that EULA shall prevail over these Terms if EULA directly references the particular conflicting term in these Terms and clearly states parties’ mutual intention to derogate from such term of these Terms).
b) Any additional or conflicting terms or conditions contained on any purchase order, acceptance form or other document issued by You (a "Form") shall not be binding on ABBYY, thus shall be disregarded and have no force and effect unless an amendment to these Terms, which clearly states parties’ mutual intention to derogate from a particular section in these Terms, is made in writing and signed by both parties. If a Form purports to be conditioned in any manner on agreement to and/or acceptance of any provisions, terms and conditions other than those set forth in Quote, Invoice, EULA and these Terms, then such condition is hereby waived.
4.3. Subject to subsection 4.4 below, ABBYY reserves the right to change its Subscription terms, payment or billing methods at any time.
4.4. Amendment to these Terms. You can review the most current version of the Terms at any time on this page. ABBYY reserves the right to update, modify or replace any part of these Terms anytime subject such changes do not result in a violation of Your rights under the applicable law. It is Your responsibility to check this page periodically for changes, as reasonably determined by ABBYY. Your continued use of ABBYY Software following the posting of any changes constitutes acceptance of those changes. If You object to any such change, You must terminate any current or future distribution and use of ABBYY Software.