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Terms of Service

ABBYY FlexiCapture Cloud Terms of Service Agreement

THE SERVICE IS DESIGNATED AS BETA OR EXPERIMENTAL. THE SERIVCE IS PROVIDED TO YOU FOR TRIAL PURPOSES ONLY. THE SERVICE IS FREE OF CHARGE. PLEASE, BE INFORMED THAT THESE TERMS REGULATE THE PROVISION OF SERVICE FOR TRIAL PURPOSES ONLY. BEFORE ACCEPTING THIS AGREEMENT, CAREFULLY READ THE TERMS OF THIS AGREEMENT.

ABBYY will provide You with the Service subject to the these Terms of Service (“Terms”). By using the Service, You agree to be bound by these Terms and to use the Service in compliance with the Terms.

The official version of the Service that is not limited for trial purposes only may be provided by ABBYY according to a separate written agreement concluded by and between ABBYY and You that may include terms and conditions that differ from these Terms.  If You want to use the official version of the Service that is not limited for trial purposes only, please contact ABBYY via FC_cloud@abbyy.com. Please, be informed that the official version of the Service will be charged by ABBYY. For additional information with relation to the official version of the Service, its prices and payment methods as well as other terms and conditions for providing the official version of the Service, please contact ABBYY via FC_cloud@abbyy.com.

These Terms constitute a contract (“Agreement”) between You and ABBYY. If you do not agree to these Terms, You do not have the right to access or use the Service. If You do register for or otherwise use the Service, You shall be deemed to have confirmed your acceptance of the Terms and to be bound by the Terms of this Agreement.

BEFORE ACCEPTING THIS AGREEMENT, CAREFULLY READ THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT CLICK THE CHECKBOX ON THE REGISTRATION FORM ACCEPTING THE TERMS AND DO NOT USE THE SERVICE. 

1. Definitions

  1. DEFINITIONS

1.1 "ABBYY" or “us” or “we” means ABBYY USA Software House, Inc. with its principal place of business located at 880 North McCarthy Boulevard, Suite 220, Milpitas, California 95035, USA.

1.2 “Affiliate” means a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified.

1.3 "Authorized Users" means You and individuals who are authorized by You to use the Service, and who have been supplied user identifications and passwords by You (or by ABBYY at Your request). Authorized Users may include Your employees only.

1.4 “Invoice Capture” means an automated process of extracting data from invoices only submitted by You in one of supported formats to the Service and possible further export of extracted data  to external services and products at Your request and only if technically admissible and accessible in the Service.

1.5 “Document Capture” means  an automated process of extracting data from a broad range of documents (e.g. claims, application forms, invoices, tax forms, bank statements) submitted by You in one of supported formats and possible further export of extracted data to external services and products at Your request and only if technically admissible and accessible in the Service. The Service must be preconfigured by ABBYY before starting its use by You. Please contact us for preconfiguring the Service before its use via FC_cloud@abbyy.com.

1.6 "Portal" means the website https://flexicapture.com, owned and operated by ABBYY, that allows You to receive Invoice Capture and Document Capture, see order history, and manage Your account.

1.7 "Service" means the cloud based service that provides Invoice Capture and Document Capture.

1.8 “Service Marketing Materials” means marketing materials posted on the Portal or sent to you via an e-mail in connection with Your use of the Service.

1.10 “You” or “Your” refer to and include any person and/or any entity that has registered for the Service and has accepted this Agreement.

1.11 “Your Data” means any data, information, or material uploaded or submitted by You or Your Authorized Users  for using the Service. 

2. Acceptance of the terms; registration; confidentiality

  1. 2.1 You accept these Terms as soon as you start using the Service by clicking the checkbox on the registration form accepting these Terms.

2.2 You must register to use the Service and provide certain information about Yourself to start using the Service. Registration for the Service is free of charge. You may log into the Service from the Portal.

2.3 You represent and warrant with respect to Your Data You upload through the Service that You own (or have sufficient rights to) all right, title, and interest in and to Your Data, including without limitation, all copyright and rights of publicity contained therein.

2.4 Your Data that you provide to us for the purpose of performing the Service will be treated as Your "Confidential Information," except to the extent Your Data (a) was known to us prior to receipt from You from a source other than one having an obligation of confidentiality to You; (b) becomes known (independently of disclosure by You) to us directly or indirectly from a source other than one having an obligation of confidentiality to You; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Section by us. ABBYY will use Your Data solely for the purpose of providing the Service to You (the "Permitted Purpose"). We will not, without Your prior consent, disclose Your Data to any third party, other than furnishing Your Data to our directors, officers, employees, agents, consultants, contractors, representatives or Affiliates who need to have access to Your Data in connection with the Permitted Purpose. ABBYY will use at least reasonable care to protect the confidentiality of Your Data. In the event that we are required by law to make any disclosure of any of Your Data, by subpoena, judicial or administrative order or otherwise, we will use commercially reasonable efforts to give You notice of such requirement (to the extent legally permissible) and will permit You to intervene in any relevant proceedings to protect Your interests in Your Data. 

3. License grants and service scope

  1. 3.1 License Grants.

3.1.1 Subject to the terms and conditions of this Agreement, ABBYY grants to You a limited, nonexclusive, non-transferable license, without the right to sublicense, to use the Service worldwide subject to restrictions set forth in section 4.4. below (Embargoed Countries and Designated Nationals). This license and all rights granted hereunder are revocable by ABBYY at any time. ABBYY may modify, update, interrupt, suspend or discontinue the Service at any time without notice or liability.

3.1.2 In order to enable ABBYY to operate the Service with respect to Your Data, You grant to ABBYY a royalty free, irrevocable right and license to process Your Data anyplace we choose, and You grant ABBYY a license to display, perform and distribute Your Data and to modify (for technical purposes only) and reproduce Your Data for the sole purpose of providing the Service. You represent and warrant to ABBYY that You have the unfettered legal right and authority to submit Your Data to ABBYY for processing by the Service, and to grant to ABBYY the rights granted under these Terms. You agree that ABBYY has the right, in its sole discretion, to elect not to accept, store, display, publish or transmit any of Your Data, or provide the Service to You.

3.2 Feature Modification. ABBYY may add additional features to the Service, remove features, or modify the design of existing features at its sole discretion and without any notice to You. ABBYY is under no obligation to make any new Service features or feature modifications available as part of the Service.

3.3 Support Services. ABBYY will provide You free of charge with limited support for the Service. The support services will be provided solely via email FC_cloud_support@abbyy.com. We do not guarantee that the email support will be provided in any language other than English. We will respond to Your requests for support within forty eight (48) hours of receipt of the service request. Under no circumstances will ABBYY be liable for any failure to provide timely or satisfactory support.

3.4 Limits. ABBYY may impose limits on Your use of the Service, including but not limited to, maximum number of pages for processing, and connection timeouts. ABBYY will be the sole judge of the reasonableness of such limits. If You exceed any limits, ABBYY may, in its sole discretion, remedy the situation by blocking or removing over-limit usage.

3.5 Amendment. These Terms may be modified, amended, and updated by ABBYY from time to time without any notice to You (but will be identified by the last updated date) and will be posted to the Portal and may be reviewed there by You under Terms of Service. Your continued access to and use of the Service constitutes your acceptance of the then current Terms. If You do not agree with any of the then current Terms, Your sole remedy will be to terminate the Agreement as permitted in Section 6 on termination.

3.6 ABBYY will make reasonable efforts to timely process Your requests for Service. ABBYY does not, however, guarantee or commit to any particular turnaround time for the Invoice Capture and Document Capture. Turnaround times will vary, depending on the complexity and volume of Your Data submitted for processing. 

4. General obligations

  1. 4.1 General Restrictions. Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, You will not, and will not permit or authorize third parties to:
  • (a) use the Service for any purpose except for the Service trial purposes;
  • provide any services, whether commercial or non-commercial, through the use of the Service and providing similar functionality as the Service to any third party;
  • (b) circumvent or disable any technical features or measures in the Service;
  • (c) try to make or make a denial-of-service attack (DoS) or distributed denial-of-service (DDoS) attack;
  • (d) use the Service in any way that violates these Terms and/or our rights(e) share the Service or the Service account with other persons;
  • (f) upload documents that are not in one of the supported formats enumerated on the Portal, or contain software viruses or other harmful or deleterious code;
  • (g) reproduce, modify, distribute, enhance, decompile, disassemble, reverse engineer, or create derivative works of the Service or of any of its technology.

4.2 Service Marketing Materials Restrictions. Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, You will not, and will not permit or authorize third parties to:

  • (a) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works based on Service Marketing Materials;
  • (b) use Service Marketing Materials for any purpose except the purpose related to the Service trial purposes.

4.3 RESTRICTED RIGHTS LEGEND. Any technical data, software, and documentation provided with the Service and used for or on behalf of the United States of America, its agencies and/or instrumentalities ("U.S. Government"), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable.

4.4 Export Restrictions. The Service shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States or any other government maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person’s List or Entity List, or the comparable such lists of other governments (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, You represent and warrant that You are not located in, under the control of, or a national or resident of an Embargoed Country or a Designated National. You agree to comply strictly with all applicable export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. The Service may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774.

4.5 Authorized Users. ABBYY will establish, during the registration process, one set of Authorized User account information, which may include, but not be limited to, a user name and password, email address, Your company name,  country of incorporation. Any actions taken by an Authorized User are deemed to be actions taken by You, including but not limited to: adding or removing registrations to the Service, and requesting Service functionality. You are solely responsible for all activity by Authorized User accounts and will abide by all applicable local, state, national, and foreign laws, treaties, and regulations in connection with Your use of the Service. In no event will ABBYY be responsible or liable for any damages, fines, taxes, or other consequences of misuse or abuse of Authorized User accounts or end users. You are solely responsible for the security of Authorized User account information and end users information, including the storage of user names, passwords, and other secret information if applicable, and the choice of strong passwords. ABBYY may from time to time impose, but is not obligated to impose, password and other secret information management policies that You agree to comply with, including but not limited to minimum password strength and maximum password lifetime.

4.6 You may have more than one account for using the Service, but each such account must be created with a unique email address. You may not use one email address to create more than one account.

4.7 Unauthorized Use. You will: (a) immediately notify ABBYY of any unauthorized use of any password or other secret account information or any other known or suspected breach of security; (b) report to ABBYY immediately and use best efforts to immediately stop any unauthorized copying or distribution of any part of the Service; and (c) not impersonate another user or provide false identity information to gain access to or use the Service.

4.8 Data. You are solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, intellectual property ownership, and right to use for all of Your Data and any data sent by You in requests for Service. You will abide by and will be solely responsible for any breach of applicable local, state, national, and foreign law, treaty, or regulation in connection with Your Data, including those related to copyright, data privacy, international communications, and the transmission or technical or personal data.

4.9 ABBYY has implemented reasonable security standards to protect Your Data submitted through the Portal from unauthorized access or use. We will review the content of Your Data, but our review will be strictly limited to that necessary to perform the Service. . We will at any time, upon Your written request, remove Your Data from the Service.

4.10 ABBYY may send You marketing e-mail messages about ABBYY’s products and company news, special offers, products usage advices and other information related to ABBYY’s activities. You may unsubscribe from such marketing emails as provided for in the terms of The ABBYY Privacy Notice, which may be found at https://flexicapture.com/privacy-notice.

4.11 As described in the referenced Privacy Notice, you will not be able to opt out of receiving administrative messages.

4.12 You agree that You are solely responsible for any breach of laws, treaties, or regulations in connection with any of Your Data, including personal or confidential data, and shall defend, indemnify and hold ABBYY harmless from and against any and all claims, actions, proceedings, expenses, liabilities, damages, costs, and expenses, including attorneys’ fees, associated with and/or arising from Your Data.

YOU UNDERSTAND THAT YOU SHOULD NOT INCLUDE PERSONAL AND/OR CONFIDENTIAL INFORMATION WITHIN YOUR DATA.

If the processing of Your Data causes Service failure or leads to the abnormal consumption of computing resources, or leads to other exceptional cases connected with functionality of the Service, You consent to ABBYY’s unrestricted use at any time of Your Data for the sole purpose of improving the quality of the Service.

4.13 Location of Servers for the Site and Services. Your Data submitted for the Services will be stored and processed by ABBYY or one of its third party contractors or Affiliates on a server located in the United States, except that in the event of catastrophic failure of the datacenter in which the server is located and of all other applicable datacenter backup capacity in the United States, Your Data will be routed to a datacenter outside of the United States for processing. In this regard, ABBYY reserves the right to transfer Your Data outside of your country for the purpose of performing the Service. By using the Service, You consent to any such transfer of Your Data outside of your country. ABBYY may, in its sole discretion, from time to time change the location of the servers utilized for the the Services. 

5. Pricing

  1. 5.1 The Service is provided by ABBYY on a free-of-charge basis and for trial purposes only. It means that the Service may be limited by number of pages for processing by You and may solely be changed by ABBYY at any time without any notice to You.

5.2 Please, be informed that these Terms regulate the provision of Service for trial purposes only. The official version of the Service that is not limited for trial purposes only may be provided by ABBYY according to a separate written agreement concluded by and between ABBYY and You that may include terms and conditions that differ from these Terms.  If You want to use the official version of the Service that is not limited for trial purposes only, please contact ABBYY via FC_cloud@abbyy.com. Please, be informed that the official version of the Service will be charged by ABBYY. For additional information with relation to the official version of the Service, its prices and payment methods as well as other terms and conditions for providing the official version of the Service, please contact ABBYY via FC_cloud@abbyy.com.

5.4 We count every page You submit for the Service, even if the page is blank or does not require processing. For this reason, You should avoid submitting for the Service any document that contains blank pages. 

6. Term and termination

  1. 6.1 Term. This Agreement will commence upon the date You click the checkbox on the registration form accepting the Terms and will continue until terminated in accordance with this Section 6.

6.2 Termination for Convenience. ABBYY may terminate this Agreement at any time without any notice to You. You may terminate this Agreement at any time without any notice to ABBYY.

6.3 No Liability for Termination. If either You or ABBYY terminates this Agreement in accordance with any of the provisions of this Agreement or stops the Service, it will not bear any liability to the other because of such termination.

6.4 Termination of the Service. ABBYY may deactivate Your account and remove all of Your Data and/ or may stop the Service without any notice in any case including but not limited to the breach of this Agreement by You.

6.5 You may contact ABBYY by e-mail at FC_cloud@abbyy.com to de-activate Your login (account) and cease Your use of the Service at any time.

6.6 The following provisions will survive any expiration or termination of this Agreement: Sections 1, 6.2, 6.3, 6.4, 7.1, 7.2, 8, 9 and 10. 

7. Copyrights and trademarks

  1. 7.1 All product names are the trademarks or registered trademarks of their respective owners.

7.2 Rights in the Service. ABBYY and its Affiliates own, or otherwise have rights to, all right, title, and interest, including all related intellectual property rights, in and to the Service, the Service Marketing Materials, and any feedback provided by You or any other party relating to the Service or Service Marketing Materials. All ABBYY trademarks are the intellectual property of ABBYY or its Affiliates and are provided only for reference. ABBYY does not grant You any license to use these trademarks.

7.3 Use of Company Names. ABBYY may identify You in its advertising and marketing materials as a customer of the Service, and may use Your trademarks, trade names, service marks, and logos in such materials subject to Your reasonable guidelines. Furthermore, ABBYY may disclose some or all of the Service features that You are using. 

8. Warranty disclaimers and limitation of liability

  1. 8.1 Each party represents and warrants to the other that the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

8.2 Internet Delays. ABBYY shall not provide You with an Internet connection or with any hardware or software required to connect to the Internet, and ABBYY shall have no liability for the quality of Your Internet connection or the quality of the hardware and software that You use to access the Internet. ABBYY is not liable for any malfunction or other problems in telephone networks or services, computer systems, servers, providers, computer hardware, software, or telecom equipment, or for any malfunction in the operation of e-mail and scripts, howsoever caused, or other damage resulting from such problems. ABBYY shall not be liable for any delay, malfunction, missed or late delivery, removal or loss of any of Your Data.

8.3 You acknowledge that You will be transmitting information over an unsecured public computer network and that ABBYY shall not be liable for any loss of information transmitted in this manner.

8.4 WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION, ABBYY MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICE OR OF ANY PROCESSING AND EXTRACTION. ABBYY DOES NOT REPRESENT OR WARRANT THAT:

  • (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERRORFREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA;
  • (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
  • (C) THE RESULTS OBTAINED BY USING THE SERVICE ARE ACCURATE, RELIABLE, COMPLETE OR USEFUL;
  • (D) THE OPERATION OF THE SERVICE OR THE PROVISION OF THE SERVICE WILL BE CONTINUOUS AND/OR UNINTERRUPTED OR FREE FROM ERROR;
  • (E) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
  • (F) ERRORS OR DEFECTS WILL BE CORRECTED;
  • (G) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;
  • THE SERVICE IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS AND AS BETA OR EXPERIMENTAL SERVICE. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY ABBYY AND THEIR AFFILIATES AND LICENSORS.

8.5 UNDER NO CIRCUMSTANCES SHALL ABBYY BE LIABLE FOR ANY DAMAGES SUFFERED BY YOU AS A RESULT OF USE OR INABILITY TO USE THE SERVICE, OR CAUSED BY ERRORS, INTERRUPTION OF SERVICE, REMOVAL OF YOUR DATA, CHANGE IN FUNCTIONALITY, DEFECTS AND THE LIKE, HOWSOEVER CAUSED.

8.6 LIMITATION OF LIABILITY. IN NO EVENT WILL YOU OR ABBYY BE LIABLE FOR ANY LOST REVENUE, PROFITS, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND HOWEVER CAUSED, AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ABBYY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT EXCEED U.S. FIVE DOLLARS ($5.00), EVEN IF ABBYY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

9. Applicable law

  1. 9.1 This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to or application of its conflicts of laws rules. 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 the county of Santa Clara, State of California, and the parties expressly consent to the exclusive personal jurisdiction of such courts for such purpose.

9.2 This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. 

10. General

  1. 10.1 ABBYY may subcontract, delegate, transfer and assign its rights, duties, and obligations hereunder (or any part thereof) to a third party at any time without notice to You or Your consent.

10.2 Force Majeure. ABBYY will not be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond ABBYY’s reasonable control.

10.3 Foreign Corrupt Practices Act. In conformity with the United States Foreign Corrupt Practices Act, You and Your employees and agents will not directly or indirectly make and offer payment, promise to pay, or authorize payment, or offer a gift, promise to give, or authorize the giving of anything of value for the purpose of influencing an act or decision of an official of any government, including the United States Government (including a decision not to act), or inducing such a person to use his influence to affect any such governmental act or decision in order to assist ABBYY in obtaining, retaining, or directing any such business.

10.4 If any claims, actions, proceedings, or lawsuits are brought against You in connection with your use of the Service, You shall promptly inform ABBYY of the same, but in no event later than ten (10) days from the date you first learned of the matter. You shall carry out all necessary actions to provide ABBYY with the possibility, at its election, of taking part in such claim, action, proceeding or lawsuits in court, and You shall provide ABBYY with all information necessary for settlement of the corresponding claims or lawsuits, not later than in ten (10) days from the date of receipt of an inquiry from ABBYY.

10.5 The following procedure shall be observed to resolve any dispute between You and ABBYY arising out of or relating to the Service. If You have reason to believe that Your rights and interests have been violated in connection with the use of the Service, You may send a complaint to ABBYY at FC_cloud@abbyy.com. ABBYY will respond to the complaint within twenty (20) working days from the date of its receipt of the complaint. The response will be sent to Your e-mail address as indicated in the complaint. If You and ABBYY fail to resolve the dispute in this manner, the dispute shall be resolved in accordance with the terms of this Agreement. ABBYY will not respond to anonymous complaints or complaints from users who cannot be identified from the data they provided to register.

10.6 Indemnification. You will defend, indemnify, and hold ABBYY harmless from and against any and all claims, liabilities, damages, losses, costs, and expenses arising from or in any way related to any actual or threatened third party claim arising out of or based upon:

  • (a) usage of Your Data;
  • (b) Your negligence or willful misconduct; or
  • (c) Your breach of this Agreement.

You will pay:

  • (a) all damages, costs, and attorney fees awarded against ABBYY in any proceeding under this Section 10.6;
  • (b) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by ABBYY in connection with the defense of such proceeding (other than attorneys’ fees and costs incurred without Your consent after You have accepted defense of such claim); and
  • (c) if any proceeding arising under this Section 10.6 is settled, You will pay all amounts agreed to by You in the settlement of any such claims.

10.7 Waiver. The failure of either party to enforce compliance with any provision of this Agreement shall not constitute a waiver of such provision unless accompanied by a clear written statement that such provision is waived. A waiver of any default hereunder or any of the terms and conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. Except as expressly provided herein to the contrary, the exercise of any right or remedy provided in this Agreement shall be without prejudice to the right to exercise any other right or remedy provided by law or equity.

10.8 Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the grant of any rights to You under this Agreement is found to be illegal, unenforceable, or invalid, the right granted will immediately terminate.

10.9 Interpretation. The headings appearing at the beginning of several sections contained in this Agreement have been inserted for identification and reference purposes only and shall not be used to construe or interpret this Agreement. This Agreement has been prepared in the English language.

10.10 Entire Agreement. This Agreement is the final and complete expression of the agreement between You and ABBYY regarding the use of the Service. This Agreement supersedes all previous oral and written communications regarding these matters, including any marketing materials or documentation provided by ABBYY prior to the execution of this Agreement, unless specifically referred to and incorporated in this Agreement. No employee, agent, or other representative of ABBYY has any authority to bind ABBYY with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement. No modification of this Agreement, or of any provision hereof shall be effective unless it is contained in a writing signed by both You and ABBYY.

10.11 Contact Us. Should You have any questions concerning this Agreement, or if You desire to contact ABBYY for any reason, please contact FC_cloud@abbyy.com