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Master Subscription Agreement

Abacum Inc
Abacum Planning SL
Last Update: July 1, 2023

THIS MASTER SUBSCRIPTION AGREEMENT (THE “MSA”) GOVERNS ABACUM’S PROVISION OF SOFTWARE AND SERVICES, AND LICENSEE’S USE THEREOF, AS SET FORTH IN AN APPLICABLE ORDER FORM EXECUTED BETWEEN ABACUM, INC. OR ABACUM PLANNING, SL. (“ABACUM”) AND THE ENTITY PLACING AN ORDER FOR SOFTWARE AND SERVICES (“LICENSEE”) (COLLECTIVELY, THE “PARTIES”). BY EXECUTING AN ORDER FORM THAT INCORPORATES THIS MSA BY REFERENCE, LICENSEE AGREES TO THE TERMS OF THIS MSA. TOGETHER, THE MSA AND ANY APPLICABLE ORDER FORM(S) CONSTITUTE THE “AGREEMENT.” IF THE INDIVIDUAL SIGNING THE ORDER FORM FOR LICENSEE IS SIGNING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND THAT COMPANY OR OTHER LEGAL ENTITY.

  1. SCOPE OF AGREEMENT
    This MSA governs Abacum’s provision of Abacum Services, as defined herein, pursuant to one or more ordering documents (each such document, an “Order Form”) detailing the Abacum Services purchased, each of which shall incorporate this MSA by reference. In order to be binding, an Order Form must be signed by both parties. The parties may add Order Forms from time to time during the term of the Agreement.
  2. DEFINITIONS
    “Affiliate” means with respect to a party, any person or entity that controls, is controlled by, or is under common control with that party, where “control” means ownership of more than fifty percent (50%) of the outstanding voting securities.

    “Abacum” refers to one of the following entities, as specified in the Order Form’s provisions:
    a. Abacum, Inc.
    b. Abacum Planning, SL

    “Abacum Services” means the Software and Professional Services provisioned to Licensee pursuant to the Agreement.

    “Authorized User” means a named person who is authorized to use the Abacum Service under a valid subscription or other right granted by Abacum to Licensee and who has been supplied access to the Service via a user identification and password.

    “Intellectual Property Rights” means patents, patent applications, copyrights, trademarks, service marks, trade names, domain name rights, know-how and other trade secret rights, and all other intellectual property rights and similar forms of protection.

    “Licensee Data” means any materials provided or submitted by Licensee or Authorized Users to or through the Service for processing, and the outputs and modifications to that data obtained from such processing (including, for the avoidance of doubt, third parties acting on behalf of or at the direction of Licensee).

    “Order Form”  means and refers to the ordering document by and between Abacum and Licensee, subject to this Agreement, detailing the Abacum Service and, if applicable, Professional Services to be provided by Abacum, the fees associated therewith, and any other transaction-specific provisions.

    “Personal Data” means information that identifies a person, such as a name or online identifier, that is uploaded into the Software by Licensee or by third parties acting on Licensee’s behalf

    “Professional Services” means services provided by Abacum other than the Software to enable or optimize Licensee’s use of the Service, which may include without limitation data migration, implementation, ongoing support, custom development, and individualized training. All Professional Services will be provided subject to a separate SOW executed by the Parties.  Licensee shall be responsible for associated fees to Abacum for such add-on Professional Services.

    “SLA” or “Service Level Agreement” means Abacum’s Service Level Agreement, which is located here.

    “Software” means Abacum’s proprietary financial planning, reporting, and analysis SaaS products, which shall be accessed by Licensee via the internet and will include any updates made generally available to similarly situated Abacum customers.

    “SOW” or “Statement of Work” means a written order executed by the parties that describes the Professional Services to be provided to Licensee, along with associated fees and other relevant terms.

    “Subscription Term(s)” means, unless otherwise specified in an Order Form, that the Service will begin on the Start Date in the applicable Order Form and remain in effect for the period specified therein.
  3. PROPRIETARY RIGHTS
    1. Access & license to Software. Subject to the terms and conditions of the Agreement, Abacum grants to Licensee a non-exclusive, non-transferable, non-sublicensable worldwide license to access and use the licensed Software, as provided by Abacum during the Term in the manner contemplated by the Parties and this MSA.
    2. Restrictions on Use of Software. Licensee will comply with all applicable laws, rules and regulations in connection with Licensee’s use of the Software. Licensee will not, and will not permit any third party to: (i) copy, modify, translate, or create derivative works of the Software; (ii) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Software; (iii) lend, lease, offer for sale, sell or otherwise use the Software for the benefit of third parties; (iv) circumvent or attempt to circumvent any technological protective measures put in place to prevent or restrict access to the Software, including without limitation other accounts, computer systems or networks connected to the Software; or (v) use or view the Software for the purposes of developing, directly or indirectly, a product or service competitive to the Software.
    3. Abacum Ownership of Abacum services. Except for the rights granted in Section 3.a. above, Abacum owns and retains all right, title and interest, including all related Intellectual Property Rights, in and to the Abacum Service. Licensee acknowledges that the Abacum Services include Abacum’s valuable trade secrets and improper use, or disclosure may cause Abacum irreparable harm. Accordingly, Licensee agrees to use the Abacum Services solely as authorized in this Agreement. Licensee further acknowledges this Agreement does not convey any proprietary rights or other interest therein to the other Party, other than the rights and licenses granted herein. Licensee further acknowledges that the license granted pursuant to this Agreement is not a sale and does not transfer to Licensee title or ownership of the Software or a copy of the Software, but only a right of limited use. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO ABACUM.
    4. Licensee Data. Subject to the terms and conditions of this Agreement, Licensee hereby grants to Abacum, for the Term of this Agreement, a non-exclusive, non-transferable, non-sublicensable, right and license to store, access, use, and transfer the Licensee´s Content for the limited purposes of: (i) performing Abacum’s obligations under this Agreement, (ii) responding to service issues and requests for support, and (iii) complying with Licensee’s directions. As used herein, “Licensee´s Content” means the data, media and other information provided by or on behalf of Licensee to the Services. Licensee represents and warrants that: (i) it either owns the Licensee Data or is otherwise permitted to grant the license set forth in this Section 3.d.; (ii) the posting and use of Licensee Data on or through the Software does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person; and (iii) the posting of Licensee Data on the Software does not result in a breach of contract between Licensee and any third party.
    5. Aggregated Anonymous Data. Licensee agrees that Abacum may calculate aggregate, anonymized statistics about its customers’ use of the Software that are non-personally identifiable with respect to Licensee and/or any individual and use those statistics (but not the underlying data) for purposes of Abacum’s own sales, marketing, business development, product enhancement, or customer service initiatives. Notwithstanding the foregoing, Abacum shall ensure that the statistics will not constitute Personal Data and will not include any Personal Data.
    6. Personal Data.  Where Licensee’s use of the Abacum Service includes the processing of personal data (as described in the Regulation (EU) 2016/679 (General Data Protection Regulation)) within the European Economic Area (EEA), Abacum and Licensee may enter into a data processing addendum (which includes the European Commission’s Standard Contract Clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection) before Licensee’s submission of that personal data to the Abacum Service.
  4. USE OF THE ABACUM SERVICES
    1. Abacum’s Responsibilities. Abacum will make the Service available in accordance with its Service Level Agreement, which shall be incorporated into this Agreement in its entirety and will provide the Service only in accordance with applicable laws and government regulations. When applicable, Abacum will perform any Professional Services in a professional and workmanlike manner, consistent with industry standards. Abacum will maintain appropriate administrative, technical, and physical safeguards to protect the security, confidentiality, and integrity of Licensee Data.
    2. Licensee Responsibilities. Licensee will (i) be responsible for its and its Affiliates and personnel’s compliance with this Agreement, (ii) use best efforts to prevent unauthorized access to or use of the Abacum Service and notify Abacum immediately of any such unauthorized access and/or use of which Licensee becomes aware, and (iii) use the Service only in accordance with this Agreement and all applicable laws and government regulations. Licensee will not (i) make the Service available to any third-party (except for any third parties acting on behalf of Licensee or at Licensee’s request, such as accounting firms), (ii) sell, resell, rent or lease the Service, (iii) knowingly use the Service to store or transmit material that infringes the intellectual property rights or other proprietary rights of any third-party or violates third-party privacy rights, (iv) knowingly use the Service e to transmit malicious code, (v) attempt to gain unauthorized access on the Service or its related systems or networks, or (vi) interfere with or disrupt the integrity or performance of the Service or any third-party data contained therein.
    3. Licensee Representative.  The Licensee information listed in the Order Form will be used as the official Licensee designated representative. Any registration information that Licensee’s designated representative provides to Abacum must be accurate, current, and complete. Licensee must also update its information so that Abacum may send notices, statements, and other information to Licensee by email or mail.
    4. Changes to the Service. Abacum may change or remove functionality from time to time at Abacum’s discretion provided such changes or removal do not materially impair Licensee’s ability to use the Software as defined at the time of execution of the Agreement.
  5. FEES & PAYMENT
    1. Fees. Licensee will pay Abacum all fees set forth on any applicable Order Form or SOW (collectively, the “Fees”) within thirty (30) days of Licensee’s receipt of an invoice, unless otherwise set forth in such Order Form or SOW. Licensee’s payment obligations are non-cancelable and non-refundable, except in the event of Licensee’s termination under Section 6.c., and all Fees are due in advance and are based on the Abacum Services purchased and not actual usage.
    2. Payment Terms. For all Fees, Licensee will provide Abacum with a valid money order, ACH, wire, credit card, debit card or alternative method of payment reasonably acceptable to Abacum. Licensee is solely responsible for providing Abacum accurate and complete billing and contact information and for notifying Abacum of any changes to such information. If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of the Services, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
    3. Overdue Charges. Abacum reserves the right to charge interest at the rate of 1.5% of the outstanding balance per month, or the maximum statutory rate, whichever is lower, on any fees not received within fifteen (15) days of the date such payment was due. Additionally, in the event any fees are more than thirty (30) days overdue, Abacum may suspend its performance of the Abacum Services, and require full payment before Abacum resumes performance.
    4. Taxes. Fees are exclusive of all applicable taxes, levies, or duties, and Licensee is responsible for payment of all of those taxes, levies, or duties, excluding taxes based solely on Abacum’s net income. Licensee shall pay all fees free and clear of, and without reduction for, any applicable transaction taxes, including but not limited to sales and use taxes, VAT, GST, gross receipts taxes, withholdings, and other similar transactional charges (“Transaction Taxes”). If Abacum is required to pay any such taxes based on the licenses granted in this Agreement or on Licensee’s use of the Service, then such taxes will be billed to and paid by Licensee. For the avoidance of doubt, potential withholding taxes will be borne and paid by the Licensee.
  6. SUBSCRIPTION TERM AND TERMINATION
    1. Term of Agreement. This Agreement takes effect on the date Licensee first signs an Order Form incorporating these terms and will remain in effect until all applicable Order Forms have expired or been terminated (the “Term”). This Agreement may only be modified upon mutual agreement in writing executed by Licensee and Abacum.
    2. Terms of Subscription. The initial term of each subscription to Abacum Services will be described in the applicable Order Form (the “Initial Term”). Unless otherwise specified on the applicable Order Form, each Subscription Term shall automatically renew for additional periods equal in length to the expiring subscription term (each, a “Renewal Term”) unless either party provides notice of non-renewal at least 30 days prior to commencement of the next renewal term. If the expiring subscription term is one year or longer, Abacum will notify Licensee of a pending auto-renewal at least 60 days prior to commencement of the next renewal term.
    3. Termination. If either Party commits a material breach or default in the performance of any of its obligations under the Agreement, then the other Party may terminate the Agreement, provided that the terminating Party gives the breaching or defaulting Party written notice of termination specifying the underlying breach or default within thirty (30) days of discovery of such breach or default, and such breach or default remains uncured thirty (30) days after the breaching or defaulting Party receives the notice.
    4. Effect of Termination. Upon expiration or termination of the Agreement for any reason, the rights, licenses and access to the Abacum Services granted to Licensee under the Agreement will immediately terminate. If the Agreement expires, or if Abacum terminates this Agreement pursuant to Section 6.c., any unpaid Fees will become immediately due and payable to Abacum. If Licensee terminates the Agreement pursuant to Section 6.c., Abacum will provide Licensee with a pro-rated refund of any prepaid, unused Fees covering the period from the date of termination through the end of the Term. In no event will expiration or termination of the Agreement relieve Licensee of any obligation to pay Fees applicable to the period prior to the date of termination.
    5. Data. Upon expiration or termination of this Agreement for any reason, Abacum shall provide an export file of all Licensee Data stored in the Abacum Account (in a reasonably usable digital format) to Licensee, if Licensee requests this within thirty (30) business days of such expiration or termination.
    6. Survival. All terms and provisions of the Agreement, including any exhibits, which by their nature are intended to survive any termination or expiration of this Agreement, will so survive.
  7. CONFIDENTIALITY
    1. Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the Disclosing Party’s business and marketing plans, technology and technical information, product plans and designs, financial condition, customers, business proceses, or technical knowledge.  Confidential Information shall not include, so long as the party can demonstrate, information that (a) is publicly available or in the public domain at the time of disclosure; (b) is, or becomes, publicly available or enters the public domain through no act or omission of the Receiving Party; (c) is communicated to the Receiving Party by persons not known by Receiving Party to be bound by confidentiality obligations with respect thereto; (d) is already in the Receiving Party’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) is independently developed by the Receiving Party; or (f) is approved for release or disclosure by the Disclosing Party without restriction.
    2. Sensitive Data. The parties acknowledge that during the duration of this Agreement, each Party will have access to certain of the other party’s Confidential Information. For these reasons, the parties agree that Receiving Party shall: (a) use Confidential Information of Disclosing Party only for the purposes described herein; (b) hold in confidence and protect such Confidential Information from dissemination to, and use by, any third-party, (except as needed to carry out the purposes of this Agreement) in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall Receiving Party exercise less than reasonable care in protecting such Confidential Information; (c) restrict access to the Confidential Information disclosed by the other Party to those of its employees, contractors, personnel, agents, and/or consultants, if any, who have a need to have access in order to carry out the purposes of this Agreement and who have signed an agreement containing disclosure and use provisions no less protective than to those set forth herein; and (d) return or destroy all Confidential Information of the Disclosing Party that is in its possession upon termination or expiration of this Agreement.
    3. Protection of Confidential Information. The Receiving Party will use the same degree of care to protect the Disclosing Party’s Confidential Information that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care). The Receiving Party agrees (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither Party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and its legal counsel and accountants without the other Party’s prior written consent
    4. Compelled Disclosure. Notwithstanding any other provision of this Agreement, Receiving Party may disclose Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that, to the extent permitted by law, the Receiving Party shall provide the Disclosing Party with prior notice of such compelled disclosure and reasonable assistance, at Disclosing Party’s request and expense, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
  8. REPRESENTATIONS AND WARRANTIES
    Each party represents and warrants to the other Party that: (a) it is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization or chartering; (b) it has the right, power and authority to enter the Agreement and to grant the rights and licenses granted hereunder and to perform all of its obligations hereunder; (c) the execution of any Order Form(s) incorporating this MSA by its representative whose signature is set forth therein has been duly authorized by all necessary corporate or organizational action of the Party; (d) when any Order Form incorporating this MSA is executed and delivered by both Parties, this MSA will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; and (e) it will abide by all applicable federal, state and local laws and regulations with respect to online activities, use of end user data and the products and services offered by each Party in connection with the Agreement.
  9. DISCLAIMER OF WARRANTIES
    EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN THE SLA, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND ABACUM MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING THEIR CONDITION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS. ABACUM SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER IMPLIED OR STATUTORY WARRANTIES, AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE ABOVE. ABACUM DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR THAT THE SERVICES WILL WORK WITHOUT INTERRUPTIONS.
  10. LIMITATION OF LIABILITY
    EXCEPT WITH RESPECT TO EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR THE PARTIES’ INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT EXCEED THE FEES RECEIVED FROM OR PAYABLE BY LICENSEE TO ABACUM PURSUANT TO THE AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. EXCEPT FOR A BREACH OF THE LICENSE RESTRICTIONS OR CONFIDENTIALITY OBLIGATIONS, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED PROFITS OR LOSS OR INTERRUPTION OF USE OF ANY FILES, DATA OR EQUIPMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT.
  11. INDEMNIFICATION
    1. Abacum will indemnify, defend and hold Licensee harmless from any third party claim, action, suit or proceeding made or brought against Licensee alleging that Licensee’s use of the Software in accordance with the Agreement infringes such third party’s intellectual property rights (an “Infringement Claim”). In the event of an Infringement Claim, Abacum may, at its sole option and expense: (i) procure for Licensee the right to continue use of the Software or the infringing part thereof; or (ii) modify or amend the Software or infringing part thereof, or replace the Software or infringing part thereof with other software having substantially the same or better capabilities; or, (iii) if neither of the foregoing is commercially practicable, terminate the Agreement and repay to Licensee a pro-rata portion, if any, of any prepaid but unused Fees. Abacum will have no liability for an Infringement Claim if the actual or alleged infringement results from (i) Licensee’s breach of the Agreement, (ii) Licensee’s modification, alteration or addition made to the Software or any use thereof, including any combination of the Software with other materials not provided or authorized by Abacum, (iii) Licensee’s failure to use any corrections or modifications made available by Abacum that would not result in any material loss of functionality, or (iv) use of the Software in a manner or in connection with a product or data not contemplated by this Agreement. Abacum also disclaims any liability for settlements entered into by Licensee or costs incurred by Licensee in relation to an Infringement Claim that are not pre-approved by Abacum in writing.
    2. Licensee will indemnify, defend and hold Abacum harmless from (i) any third party claim, action, suit or proceeding arising out of or resulting from Abacum’s use of any Licensee Data, as it was provided to Abacum, in accordance with this Agreement
    3. Each Party’s indemnity obligations are subject to the following: (i) the indemnified Party will promptly notify the indemnifying Party in writing of the applicable claim; (ii) the indemnifying Party will have sole control of the defense and all related settlement negotiations with respect to the claim (provided that the indemnifying Party may not settle or defend any claim unless it unconditionally releases the indemnified Party of all liability); and (iii) the indemnified Party will reasonably cooperate to the extent necessary for the defense of such claim.
  12. DISPUTE RESOLUTION
    1. Order Forms executed by Abacum Inc. Without regard to its conflicts of laws principles, the laws of the State of New York govern all matters arising under or relating to the Agreement. All disputes arising out of or related to the Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in New York, New York, and the Parties agree and submit to the exclusive jurisdiction and venue of these courts. 
    2. Order Forms executed by Abacum Planning SL. This Agreement shall be enforced, governed and construed in all respects in accordance with the laws of Barcelona, Spain. Any dispute arising of or in connection with this Agreement shall be referred to the Courts of the city and of Barcelona, Spain and each Party hereto hereby submits to the exclusive jurisdiction of such Courts. Any claims in connection with the Services must be brought no later than 2 years after the date of termination of the Services.
  13. OTHER
    1. Assignment. The parties may not assign nor transfer any of its rights or obligations under this Agreement to any third-party without the prior express written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without the consent of the other party, to its successor in connection with a merger or acquisition (including by operation of law), corporate reorganization, or sale of all or substantially all of its assets. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
    2. Entire Agreement. This Agreement, together with any applicable Order Forms or SOWs, embodies the entire understanding of the Parties and supersedes any previous or contemporaneous communications, whether oral or written; and may be amended only by a writing signed by both Parties. Unless explicitly provided for in an applicable Order Form or SOW, Licensee agrees that its obligations under the Agreement are not contingent on the delivery of any future functionality or features, or dependent on any oral or written comments made by Abacum regarding future functionality or features.
    3. Ethics & Anti-Corruption.  Each Party agrees it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of the other Party’s employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If a Party learns of any violation of the above restriction, it will use reasonable efforts to promptly notify the other Party’s Legal Department
    4. Force Majeure.  If a party fails to meet its obligations due to matters beyond its control, including but not limited to war, riot, fires, floods, epidemics, acts of terror, computer related attacks, hacking, criminal actions, or failure of public utilities or public transportation systems (each, a “Force Majeure Event”), the party so affected shall be excused from such performance and liability to the extent of such prevention or restriction. If such party is prevented or delayed from performing for more than thirty (30) days due to a Force Majeure Event, the other party may terminate this Agreement immediately upon written notice. 
    5. Modification and Waiver.  No waiver or modification of the Agreement will be valid unless made in writing and signed by both parties. The waiver of a breach of any term hereof will in no way be construed as a waiver of any other term or breach hereof.
    6. Notices. Any notice or demand which is required to be given under the Agreement will be deemed to have been sufficiently given and received for all purposes when delivered by hand; by confirmed electronic transmission; by nationally recognized overnight courier; or five (5) days after being sent by certified or registered mail, postage and charges prepaid, return receipt requested, to the address, facsimile number, or the e-mail address identified in the applicable Order Form, and to the attention of such other person(s) or officer(s) as either party may designate by written notice.
    7. Severability. Any part, provision, representation, or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.
    8. Use of Logo. Licensee grants to Abacum during the term of this agreement and thereafter the right to use Licensee’s name and logo in Abacum’s marketing materials such as website, newsletter, social media posts, or case studies. The right to use Licensee’s name and logo shall remain in effect unless Licensee provides written notice whereupon Abacum has 30 days to remove the Licensee’s name and logo from Abacum’s website and cease using Licensee’s name and logo for future marketing materials.