These General Terms of Use (“Terms”) govern Your use of ABBYY’s website located at www.abbyy.com/marketplace (hereinafter – the “Marketplace”) and Your browsing, downloading and/or activation of the Assets. Please note that Your use of the Assets is governed by separate agreements (“Asset Terms”). “You”, “Your” and “User” refer to any person who uses the Marketplace. If Your organization has authorized or otherwise permits You to use the Marketplace for its benefit, “You” also includes Your organization.
CAREFULLY READ THESE TERMS BEFORE ACCEPTING THEM. BY CLICKING THE BOX INDICATING YOUR ACCEPTANCE OF THESE TERMS, BY EXECUTING A SIGNUP FORM THAT REFERENCES THESE TERMS, OR BY USING THE MARKETPLACE, YOU ACCEPT THESE TERMS AND CONCLUDE A LEGALLY BINDING CONTRACT BETWEEN YOU AND ABBYY.
IF YOU ACCEPT THESE TERMS ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND YOUR ORGANIZATION BY THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT CLICK ON THE ACCEPT BOX AND DO NOT USE THE MARKETPLACE.
ABBYY reserves the right, at its sole discretion, to modify these Terms at any time without notice. ABBYY will do its best to notify You of material changes by display on the Marketplace, and the updated Terms will be effective immediately when ABBYY posts them. If You continue to use the Marketplace after any change, ABBYY assumes that you have agreed with said change. Your only remedy for dissatisfaction hereunder is to stop using the Marketplace.
1.1. “ABBYY” means the ABBYY legal entity with whom You have entered into these Terms according to the following provisions:
1.2. “ABBYY Software” means on-premise software products, cloud services, solutions and development tools owned by ABBYY or its affiliates. The list of ABBYY Software is available on ABBYY's website located at https://www.abbyy.com/.
1.3. Asset(s) means add-ons, plugins, connectors, skills, and other software developed by either ABBYY or a Contributor and designed to enhance or interact with ABBYY Software.
1.4. Account means a collection of data associated with a particular User of the Marketplace. Each Account comprises a User name, User password, User contact data (including, but not limited to e-mail), and defines various settings for use of Marketplace.
1.5. Community Support means ABBYY Community forum located at https://support.abbyy.com/hc/e... where any person is able to answer User questions and offer solutions related to Assets support. ABBYY is not responsible for any results arising out of Your use of answers and solutions provided by Community Support.
1.6. Contributor means a Marketplace User who develops and publishes his own Assets that are compatible with ABBYY Software. The Contributor undertakes to develop and publish its Assets in accordance with the Additional Terms of Use for Contributors. Contributors are divided into three types: (i) ABBYY Team; (ii) ABBYY Partner; (iii) Individual Contributor. Different types of Contributors have different obligations for Assets maintenance and support, which are detailed in the "Assets Maintenance and Support" section of these Terms and may be further specified in Contributors Asset Terms or separate maintenance and support terms. Please note that marketing materials and other non-legal documents may list ABBYY as one of the Contributors. However, in the terminology of these Terms, ABBYY is not a Contributor.
1.7. IP Rights means all rights of any nature in patents, registered designs, registered trademarks and service marks, and all extensions and renewals thereof, unregistered trademarks and service marks, business and company names, unregistered designs, internet domain names and email addresses, design rights, topography rights, rights in inventions, utility models, database rights, know-how and copyrights (including moral rights); applications for any of the foregoing and the right to apply for any of the foregoing in any country; rights under licenses, consents, orders, statutes or otherwise in relation to the foregoing; rights of the same or similar effect or nature which now subsist; and the right to sue for past and future infringements of any of the foregoing rights.
1.8. Marketplace means the website located at www.abbyy.com/marketplace and all text, graphics, user interfaces, visual interfaces, photographs and other content, except for the Assets and their description. The Marketplace is owned by ABBYY and facilitates the exchange, downloading and/or activation of the Assets.
2.1. The Marketplace and its entire contents (except for the Assets), features, and functionality (including but not limited to all information, text, displays, images, video, audio, and the design, selection, and arrangement thereof) are owned by ABBYY, its licensors or its affiliates and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Any right, title and interest not expressly granted with respect to the Marketplace and its contents is reserved. ABBYY reserves the right to terminate the permissions granted to You and Your use of the Marketplace at any time.
2.2. The ABBYY name, logo, and all related names, logos, product and service names are trademarks of ABBYY or its affiliates or licensors. You must not use such marks without the prior written permission of ABBYY. All other names, logos, product and service names on this Marketplace are the trademarks of their respective owners.
2.3. ABBYY hereby agrees to provide You the right to access and use the Marketplace and browse through the Assets available on the Marketplace solely for Your business purposes, on the condition You comply with these Terms, under a limited, non-exclusive, non-transferable, non-sublicensable and revocable license.
3.1. You shall not include any personal data (any information relating to a particular individual) in the User Contributions.
3.2. If You request information from a particular Contributor by way of sending Request Information form on the Marketplace, ABBYY will send Your contact details and other information You decided to include together with Your request details to a Contributor that You specifically selected and only for the purpose of facilitating the establishment of a direct contact between You and the Contributor for the purpose of answering Your request. ABBYY will not use such data for any other purpose and contractually prohibits Contributors to use such data for other purposes not related to Your information request.
3.3 If You download and/or activate an Asset provided by or on behalf of a Contributor, ABBYY may inform the Contributor that You have downloaded or activated the Contributor’s Asset, as well as share some of Your data related to the use of Asset (activation dates, subscription periods, Your contact details) for the purpose of concluding and performing an agreement (Asset Terms) directly between You and the Contributor.
3.4. ABBYY may aggregate the number of visits of Asset(s) made by visitors on the Marketplace (for example, 500 users visited a particular Asset in a particular month) and use such aggregated information for statistical purposes. Such aggregated information will not contain any personal information anymore, and do not relate to You or any other individual anymore. ABBYY may also share such aggregated statistical information related to the Contributor’s Assets with a Contributor.
3.5. Where a Contributor published its contact information (for example, business email address and company name) on a particular Contributor webpage on the Marketplace, such information shall only be used for contacting purposes with a particular Contributor as well as for the purposes of concluding or performing the directly accepted agreement (Asset Terms) between You and a Contributor. Other purposes of data processing and usage are prohibited unless You have a legal ground for other use (for example, You received an authorization from a Contributor for using so).
3.6. ABBYY may send You direct marketing communication about ABBYY products and services as well as about Assets of Contributors placed on the Marketplace in the event ABBYY has a legal ground for doing so (for example, a consent from an individual). You may unsubscribe at any time from receiving such communication by clicking the unsubscribe link inside any email received from ABBYY or via ABBYY Data Subject Access Rights Form.
3.7. Unless ABBYY states that an Asset was created by ABBYY, ABBYY is not responsible for such Asset and for any corresponding descriptions that may appear in connection with an Asset on the Marketplace. In addition, ABBYY is also not responsible for processing Your data by a Contributor or on its behalf and related to an Asset of a Contributor with whom You have accepted a direct agreement (Asset Terms) for a particular Asset of a Contributor.
4.1. You may use an Asset only if You have an active license to use ABBYY software for which such Asset was designed. Assets labeled “free” may still consume/require processing volume from Your base ABBYY Software subscription or license.
4.2. You may download and/or activate paid or free Assets available on the Marketplace on the terms set by either ABBYY or the Contributor of those Assets, depending on who published an Asset. The Assets are provided to You under the terms of the separate agreements which are specified on the product page for the Asset (the "Asset Terms"). These General Terms of Use supplement and do not change or override the Asset Terms.
4.3. Unless the Asset page states explicitly that this Asset was created by ABBYY, the license will be granted not by ABBYY, but by the Contributor under the applicable Asset Terms.
4.4. In case an Asset You use has been converted from free to paid, You can continue to use such Asset for free in the latest installed or activated version. If You wish to benefit from the latest and future updates of such Asset, You need to purchase a subscription for the paid version of the Asset.
4.5. If You pay for use of an Asset, additional terms will apply and will be provided to You before You complete Your purchase. By downloading and/or activating an Asset, You agree to be bound by the Asset Terms.
4.6. Unless ABBYY states that an Asset was created by ABBYY, ABBYY is not responsible for such Asset and for any corresponding descriptions that may appear in connection with an Asset on the Marketplace.
4.7. Even if ABBYY reviewed or certified Assets published by Contributors, ABBYY makes no representations or warranties of any kind with respect to such Assets, including representation or warranty that the use of such Assets will (i) be uninterrupted or error-free, or (ii) meet Your requirements or expectations, even if Contributor’s Asset Terms state otherwise.
4.8. Except as provided in the Asset Terms, You bear all risks associated with Your use of an Asset.
5.1. Paid Assets published by ABBYY are officially and fully supported by ABBYY on terms of Your Software Maintenance and Upgrade Assurance Agreement for ABBYY Software for which such Asset is designed.
5.2. ABBYY is not obliged to maintain and support its free Assets. Maintenance and support of free Assets may be provided by ABBYY either on a “best effort” basis or via Community Support. “Best effort” means that ABBYY may at its sole discretion do whatever is possible to support Users, but has no support obligations to fix bugs, add features, etc.
5.3. ABBYY may discontinue support for any of its Assets at any time for any or no reason. ABBYY will not maintain and support Assets that have reached the end of their lifecycle (EOL). EOL of an Asset occurs simultaneously with the announcement of the end of the life cycle of the version of ABBYY Software for which this Asset was designed. In both cases, ABBYY will support paid Assets until the expiration of Your subscription period for such Asset.
5.4. The scope of Assets maintenance and support of Assets published by Contributors depends on the type of Contributor.
5.5. ABBYY is not responsible for supporting any Assets created and/or published by Contributors.
5.6. If you have any questions or complaints about the Asset, please contact the Asset publisher using the contact details set out on the Asset page.
6.1. Except as otherwise provided by these Terms or as required or permitted by a law that cannot be excluded or by the terms of a third-party license, You shall not, and shall not permit or authorize Your employees, agents, or representatives, directly or indirectly, to:
6.2. If You copy, modify, download, or otherwise use or provide any other person with access to any part of the Marketplace in breach of these Terms, Your right to use the Marketplace will stop immediately. No right, title, or interest in or to the Marketplace is transferred to You, and all rights not expressly granted are reserved by ABBYY. Any use of the Marketplace not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.
7.1. ABBYY reserves the right to withdraw or amend this Marketplace, and any Assets provided on the Marketplace, at its sole discretion without notice. ABBYY will not be liable if for any reason all or any part of the Marketplace is unavailable at any time or for any period. From time to time, ABBYY may restrict access to some parts of the Marketplace, or the entire Marketplace, to Users, including registered Users.
7.2. You are responsible for both:
7.3. You can use some parts of the Marketplace, such as browsing and searching for the Assets, without having an Account. However, You need to register with the Marketplace or sign in to the Account to download, activate and/or purchase Assets the Marketplace offers. During registration, You may be asked to provide certain registration details or other information. It is a condition of Your use of the Marketplace that all the information You provide on the Marketplace is correct, current, and complete.
7.4. If You choose, or are provided with, a User name, password, or any other piece of information as part of ABBYY’s security procedures, You must treat such information as confidential, and You must not disclose it to any other person or entity. You also acknowledge and agree not to provide any other person with access to the Marketplace or portions of it using Your User name, password, or other security information. You agree to notify ABBYY immediately of any unauthorized access to or use of Your User name or password or any other breach of security.
7.5. ABBYY has the right to disable any User name, password, or other identifier, whether chosen by You or provided by ABBYY, at any time at ABBYY’s sole discretion for any reason, including if, in ABBYY’s opinion, You have violated any provision of these Terms.
8.1.The Marketplace functionality allows You to submit, upload, publish and share to other Users Your Assets and all relevant descriptions, videos, documentation, sample documents ("Accompanying Documentation") (collectively, “User Contributions”) on or through the Marketplace.
8.2. Additional Terms of Use for Contributors set out supplementary terms that apply to You if You use the Marketplace to upload and share Your Assets. If You intend to publish Your Assets, You must read and accept the Additional Terms of Use for Contributors governing the publication of the Assets by third parties.
8.3. All User Contributions must comply with the Contribution Guidelines.
9.1. The information presented on or through the Marketplace, including information about the Assets as well as the Assets themselves, whether published by ABBYY or by Contributors, is made available solely for general information purposes. ABBYY does not warrant the accuracy, completeness, or usefulness of this information. Any reliance You place on such information is strictly at Your own risk. ABBYY disclaims all liability and responsibility arising from any reliance placed on such materials by You or any other visitor to the Marketplace, or by anyone who may be informed of any of its contents.
9.2. The Marketplace includes content provided by third parties, including User Contributions provided by Contributors. All statements and/or opinions expressed in these User Contributions and materials, other than the content provided by ABBYY, are the sole responsibility of the person or entity providing those Contributions and materials. These Contributions and materials do not necessarily reflect the opinion of ABBYY. ABBYY is not responsible, or liable to You or any third party, for the content or accuracy of any Contributions and materials provided on or through the Marketplace by any third parties and You bear all risks associated with the access and use of such Contributions and materials.
10.1. The content of third-party, including Contributors’, websites, services or products that may be linked to the Marketplace is not maintained or controlled by ABBYY or its affiliates. ABBYY and its affiliates are therefore not responsible for the availability, content or accuracy of other websites, services or products that may be linked to the Marketplace. ABBYY’s inclusion of such links does not imply any endorsement of these websites, services or products, or any sponsorship, affiliation or association with their owners, operators or sponsors.
11.1.ABBYY may update the content on this Marketplace from time to time, but its content is not necessarily complete or up-to-date. Any of the Assets on the Marketplace may be out of date at any given time, and ABBYY is under no obligation to update such Assets. ABBYY may at any time remove any Assets, both its own and those published by the Contributors.
12.1. Warranty disclaimer. EXCEPT FOR ANY WARRANTY, CONDITION OR EXPRESS REPRESENTATIONS STATED IN THESE TERMS 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, TRUTH, AVAILABILITY, ACCURACY, FITNESS FOR ANY PURPOSE, OR COMPLETENESS OF THE MARKETPLACE OR ANY ASSETS, NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ADDITIONALLY, ABBYY DOES NOT REPRESENT OR WARRANT THAT:
12.2. AS IS. Other than the warranties provided in this Section ‘Warranties’, YOU UNDERSTAND AND AGREE THAT THE MARKETPLACE AND ALL ASSETS AVAILABLE ON THE MARKETPLACE ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. YOU BEAR THE ENTIRE RISK AS TO THE USE OF THE MARKETPLACE AND THE ASSETS.
13.1. Limitation of Liability.To the maximum extent permitted by applicable law, in no event will ABBYY, its affiliates, its service providers, and its and their representatives be liable for any INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, THE USE OR INABILITY TO USE THE MARKETPLACE AND/OR THE ASSETS, COMPUTER MALFUNCTION OR FAILURE, SERVER DOWN TIME, FAILURE OF THE ASSETS TO OPERATE WITH ANY OTHER PROGRAMS, LOSS OF PROFITS, REPUTATION, USE OR REVENUE, LOSS OR CORRUPTION OF DATA, OR INTERRUPTION OF BUSINESS, regardless if ABBYY, its affiliates, its service providers, and its and their representatives were aware of the likelihood of such damages occurring, and whether such liability is based on contract, tort, or any other legal theory.
In no event shall ABBYY’s total and cumulative liability to You for any and all claims arising from or related to these Terms, whether in contract, tort, or otherwise, exceed the sum of fifty United States dollars (U.S. $50).
These limitations shall apply despite the failure of the essential purpose of any limited remedy. The provisions of this section “Limitation of Liability” allocate risks under these Terms between ABBYY and You. You acknowledge and agree that this limit on liability constitutes an essential part of these Terms and that ABBYY would not be able to provide the Marketplace without such limits. This section “Limitation of Liability” shall not be subject to any disclaimer or provision set forth in these Terms.
13.2. Indemnification. You will indemnify ABBYY, its affiliates service providers, and its and their representatives, defend and hold them harmless against any losses, damages, fines and expenses (including attorneys' fees and costs) arising out of, or relating to any claims based on, (i) Your use or attempted use of the Marketplace and/or the Assets in violation of these Terms; or (ii) Your violation of the applicable law or rights of any third party; or (iii) Your use of the Assets available on the Marketplace, or Your use of any other data obtained from the Marketplace.
14.1. Term. These Terms shall be effective upon the earlier of the following: (a) the date You accept these Terms; or (a) the date You first use the Marketplace. These Terms shall continue in effect for as long as You use or access the Marketplace or until these Terms are terminated in accordance with this section.
14.2. Termination by You. You may terminate these Terms by stopping using the Marketplace and terminating Your account at any time.
14.3. Termination by ABBYY. ABBYY may immediately and without notice terminate, suspend Your right to use and access the Marketplace, or delete Your account, if: (i) You dispute or contest, directly or indirectly, the validity, ownership or enforceability of any IP Rights of ABBYY or its affiliates or its licensors, or counsels, procure or assist any other person to do so; (ii) ABBYY reasonably determines that You have violated these Terms or that Your use of the Marketplace violates Applicable Law, misappropriates or infringes the IP Rights of a third party, or poses a threat to the security or performance of ABBYY’s network or to any of its clients or suppliers.
15.1. ABBYY USA Software House, Inc. If You entered into these Terms with ABBYY USA Software House, Inc., these Terms 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 these Terms 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 these Terms.
15.2. ABBYY Europe GmbH. If You entered into these Terms with ABBYY Europe GmbH, these Terms 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.
15.3. ABBYY Pty. Ltd. If You entered into these Terms with ABBYY Pty. Ltd., these Terms 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 these Terms. Any action or proceeding arising out of or relating to these Terms 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.
16.1. You may not assign these Terms or any of Your interests, rights or obligations under these Terms. If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.
