CAREFULLY READ THESE ADDITIONAL TERMS BEFORE ACCEPTING THEM. BY CLICKING THE BOX INDICATING YOUR ACCEPTANCE OF THESE ADDITIONAL TERMS, OR BY USING THE MARKETPLACE TO PUBLISH YOUR ASSETS, YOU ACCEPT THESE ADDITIONAL TERMS AND CONCLUDE A LEGALLY BINDING CONTRACT BETWEEN YOU AND ABBYY.
IF YOU ACCEPT THESE ADDITIONAL TERMS ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND YOUR ORGANIZATION BY THESE ADDITIONAL TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE ADDITIONAL TERMS, DO NOT CLICK ON THE ACCEPT BOX AND DO NOT USE THE MARKETPLACE TO PUBLISH YOUR ASSETS.
1.1. ABBYY’s License to You. ABBYY hereby grants You a right to use the Marketplace under a limited, non-exclusive, non-transferable, non-sublicensable and revocable license, for the purpose of uploading and publishing Your Assets, but only as permitted through the Contribution Guidelines. In case of any discrepancy between these Additional Terms and the Contribution Guidelines, the Additional Terms will prevail, except as otherwise provided in these Additional Terms.
1.4. ABBYY does not undertake any responsibility or obligations with respect to Your Assets. You acknowledge and agree that Your Asset Terms will not contain any provisions that impose any obligations on ABBYY.
1.5. If your Asset is available free of charge, You may choose any open source license as Your Asset Terms, except for copyleft licenses (licenses that require, as a condition of use, modification or distribution of an Asset that such Asset or other software or technology incorporated into, derived from, used or distributed with such Asset subject to such license (a) be made available or distributed in a form other than binary (e.g., source code form), (b) be licensed for the purpose of allowing the making of derivative works, or (c) be licensed under terms that allow the works derived from such Asset or portions thereof or interfaces therefor to be reverse engineered, reverse assembled or disassembled). Please note that if You do not wish to disclose the source code of Your Asset, You shall not use open source software licenses that require disclosure of the source code of Assets distributed under such licenses.
2. Data Use Terms.
2.1. ABBYY is an administrator of the Marketplace and may take such actions to promote and facilitate the purchase of Your Assets by Users of the Marketplace as it deems appropriate. For these reasons, You also acknowledge that ABBYY may take actions specified below at its own discretion.
2.2. You guarantee that You shall comply with the Additional Terms and the applicable laws and regulations in the area of privacy and data protection. You shall use the data regulated by the Additional Terms only in such a way as permitted by the Additional Terms.
2.3. You guarantee that Your Asset or an Asset published on Your behalf shall not involve any personal data (any information relating to an individual) or confidential data.
2.4. You guarantee that Your Asset or an Asset published on Your behalf will not give You or third parties acting on Your behalf access to personal data from Users.
2.5. You shall not include any personal data (any information relating to an individual) within Your Assets or in Accompanying Documentation.
2.6. ABBYY may provide You with User data (activation dates, subscription periods, User’s contact details) for the Assets You have published on the Marketplace for the purpose of concluding and performing an agreement (Asset Terms) directly between You and the User.
2.7. 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 anonymous information for statistical purposes. ABBYY may also share such aggregated anonymous information related to the Contributor’s Assets with a Contributor.
2.8. It is required that You provide Your company contact information (for example, business email address and company name) by filling in particular fields on a Contributor webpage for publishing it on the Marketplace. After creating a Contributor webpage, such contact data will be publicly available for visitors of the Marketplace as long as You change provided information in the Contributor account or delete the account. Such information shall only be used for contacting purposes with You as well as for the purposes of concluding or performing the directly accepted agreement (Asset Terms) between You and a User. Other purposes of data processing and usage are prohibited unless a User has a legal ground for further use (for example, the User received an authorization from You for doing so).
2.9. If a User requests information from You by way of sending Request Information form on the Marketplace, ABBYY will send User’s contact details and other information User decided to include together with User request details to You only for the purpose of facilitating the establishment of a direct contact between You and the User for the purpose of answering the User’s request only. ABBYY prohibits You to use such data for other purposes not related to the information request.
2.10. You shall not use the User’s data received from ABBYY for the purpose of direct marketing communication.
2.11. ABBYY has the right, at its own discretion, to promote the Marketplace and Assets by sending, on its own behalf, direct marketing communication about Your Assets (in combination with or without information about ABBYY Assets, products and services as well as the Assets of other Contributors) to Users of the Marketplace. ABBYY unilaterally determines the content of such communication.
3. Competition on the Marketplace.
3.1. ABBYY encourages Assets diversity and competition among Contributors. You acknowledge and agree that there is a possibility of existence on the Marketplace of two or more Assets designed for the same purpose, with the same or very similar functionality, but created by different Contributors independently of each other.
At the same time, ABBYY will make every effort to prevent plagiarism (publication by the Contributor of third-parties’ Assets already published on the Marketplace under its own name).
3.2. You undertake not to violate the IP Rights of any third parties (including other Contributors and ABBYY).
3.3. ABBYY reserves the right to compete with Your Assets while remaining obligated not to infringe Your IP Rights.
4. Assets Publishing, Maintenance and Support
4.1. Assets Publishing.
4.1.1. You acknowledge and agree that Your Assets may be published on the Marketplace only if such Assets are designed to integrate or otherwise interact with ABBYY software.
4.1.2. You are obliged not to publish datasets (including, but not limited to, those containing personal data and/or confidential information) within Your Assets or in Accompanying Documentation, except for minor sets of sample documents not containing personal data and confidential information. Any information that You provide in connection with sharing Your Assets shall not be considered confidential information and shall be treated by ABBYY on a non-confidential and unrestricted basis.
4.1.3. You shall ensure your Assets do not contain any viruses, Trojan horses, or other components designed to limit or harm the functionality of a computer. You shall provide Your contact details to ABBYY upon submission of Your Asset, which ABBYY will publish with your Asset, so that Marketplace Users are able to contact You directly in the event of any issue with an Asset.
4.1.4. You may publish both free and paid Assets. You are required to provide Users with a free 60-day trial to all paid Assets You publish to the ABBYY Marketplace, unless otherwise agreed in a separate written agreement between You and ABBYY.
4.1.5. You agree that ABBYY may, but is not obliged to, review and moderate the Assets You uploaded to the Marketplace for the publication. You agree that ABBYY may, at its sole discretion, make those Assets available to the Marketplace Users on Your behalf on the Asset Terms You select. ABBYY may reject Assets developed by You and uploaded to the Marketplace for the publication for various reasons (e.g. the Asset is of insufficient quality; the Asset and/or Accompanying Documentation does not comply with Contribution Guidelines; the Asset contains datasets, etc.) and at ABBYY’s sole discretion.
4.2. Assets Maintenance and Support.
4.2.1. Contributors of paid Assets are required to support and maintain Assets they publish on the Marketplace. Maintenance and support terms, as well as the scope of support and maintenance of paid Assets are unilaterally defined by Contributors.
4.2.2. Contributors of free Assets are not obliged to support and maintain their Assets, provided that they have chosen the “Community Support” option.
4.2.3. All Contributors are required to respond to Users’ requests they receive through the Marketplace in a timely manner, except as otherwise provided by the Contribution Guidelines.
4.2.4. You may have to update Your Assets from time to time to maintain compatibility with new releases of ABBYY software for which such Assets have been developed.
4.2.5. ABBYY unilaterally determines which types of Contributors and the conditions and criteria under which User data are provided. Such conditions and criteria are specified in the Contribution Guidelines and may be revised unilaterally by ABBYY at any time and without prior notice.
4.2.6. You may decide to convert Your free Assets into paid Assets. In this case Users of the free Asset shall be able to continue using it in its latest version as a free Asset.
4.2.7. You may remove Your Asset from the Marketplace at any time. If you choose to remove Your paid Asset, You are obliged to maintain and support Your Assets removed from the Marketplace for at least until the last User’s subscription expires.
4.2.8. You may discontinue maintenance and support of Your 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 this case and notwithstanding the above, You are obliged to support paid Assets until the expiration of the last User’s subscription period for such Asset.
4.2.9. You may discontinue maintenance and support of Your Assets for other reasons upon providing at least 30 days notice to Users. Notwithstanding the foregoing, You are obliged to support paid Assets until the expiration of the last User’s subscription period for such Asset.
5.1. By publishing Your Assets, You represent and warrant that:
(i) You have the right, power, and authority to grant the rights and licenses specified in section “License” hereof and You are the sole owner or the authorized agent of the owner of Your Assets and Accompanying Documentation. ABBYY may disclose any information about You to any third party who claims that Your Assets violate their rights, including their intellectual property rights or their right to privacy;
(ii) ABBYY’s use of Your Assets as permitted by these Additional Terms, and Users’ use of Your Assets as permitted by Your Asset Terms will not violate any law or regulation or violate or infringe any copyright, trademark, or other intellectual property, or any privacy, publicity, contract, or other third-party right;
(iii) Your Assets and Accompanying Documentation do not and will not contain any Your or third parties’ personal data, personally identifiable information and/or confidential information;
(iv) You comply with and ensure Your Assets comply with these Additional Terms and Contribution Guidelines;
(v) You will provide Marketplace Users with maintenance and support of Your Assets during the Term, unless otherwise specified in section “Assets Maintenance and Support” hereof;
(vi) Your Assets do not contain any viruses, worms, Trojan horses, logic bombs, defects, or other material which is malicious, destructive or technologically harmful.
6.1. You are solely responsible for Your Assets and will indemnify ABBYY, its affiliates, its 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 in connection with, Your Assets. If you have a dispute with any Users, you agree to release and indemnify ABBYY, its affiliates, and its and their representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.
7. Term and Termination
7.1. Term. These Additional Terms shall be effective upon the earlier of the following: (a) the date You accept these Additional Terms; or (b) the date You first use the Marketplace to publish Your Assets. These Additional Terms shall continue in effect for as long as You use or access the Marketplace or until these Additional Terms are terminated in accordance with this section.
7.2. Termination by You. You may terminate these Additional Terms by stopping using the Marketplace, deleting all Your Assets from the Marketplace and terminating Your account at any time.
7.3. 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 Additional 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.
7.4. Termination due to Material Breach. Breach of any warranty specified in section “Warranties” hereof constitutes a material breach of these Additional Terms. If Contributor does not cure such breach within 30 days after receiving written notice from ABBYY specifying such breach, ABBYY may terminate these Additional Terms by giving written notice thereof to the Contributor, in which case termination shall go into effect immediately on receipt.
7.5. Consequences of Termination. Unless otherwise specified by ABBYY, all User licenses and subscriptions to your Assets (including any related support and/or maintenance periods as set forth in the section “Assets Maintenance and Support”) will survive termination or expiration of these Additional Terms, in accordance with the Asset Terms. If Your Assets are removed from the Marketplace due to termination of these Additional Terms, Your obligations to the Users of Your Assets will continue in accordance with Your Asset Terms.
ABBYY may retain copies of Your Assets after termination of these Additional Terms, or removal of Your Assets, for its own legitimate purposes (including, but not limited to, protecting its IP rights, enforcing these Additional Terms, record-keeping purposes).
8. Conflict of Terms
9.1. You may not assign these Additional Terms or any of Your interests, rights or obligations under these Additional Terms. If any provision of these Additional 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 Additional Terms, which shall remain in full force and effect.
9.2. ABBYY reserves the right, at its sole discretion, to modify these Additional Terms at any time without notice. ABBYY will do its best to notify You of material changes by displaying the notice on the Marketplace. The updated Additional Terms will be effective immediately upon posting them by ABBYY. 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.