Services Agreement

SAAS SERVICES AGREEMENT

THIS SAAS SERVICES AGREEMENT (THE “AGREEMENT”) FORMS A BINDING CONTRACT BETWEEN YOU (THE ENTITY OR INDIVIDUAL AGREEING TO THIS AGREEMENT, “YOU” OR “CUSTOMER”) AND ABACUM, INC. (”ABACUM”), EFFECTIVE AS OF THE DATE THE FIRST REPRESENTATIVE OF CUSTOMER CREATES AN ABACUM SUBSCRIPTION THROUGH AN ORDER FORM, THE ONLINE INTERFACE OR OTHERWISE (THE “EFFECTIVE DATE”). BY SIGNING THE ORDER FORM, YOU ARE AGREEING: (1) THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT; (2) TO BE LEGALLY RESPONSIBLE FOR COMPLIANCE WITH THE TERMS OF THIS AGREEMENT; (3) THAT YOU ARE DULY AUTHORIZED TO BIND YOUR COMPANY LEGALLY TO THIS AGREEMENT; AND (4) THAT THIS AGREEMENT (INCLUDING ANY ASSOCIATED ORDER FORM(S)) IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF, AND SUPERSEDES ALL PROPOSALS OR PRIOR OR CONTEMPORANEOUS AGREEMENTS, ORAL OR WRITTEN, INCLUDING, BUT NOT LIMITED TO, ANY TERMS CONTAINED IN CUSTOMER’S PURCHASE ORDER, EVEN IF SIGNED BY THE PARTIES AFTER THE DATE HEREOF. YOU AGREE THAT THIS AGREEMENT IS EQUIVALENT TO ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. 

SECTION 1: DEFINITIONS

As used herein, the following terms shall have the following definitions:

1. References to “material breach” mean any breach of this Agreement upon the occurrence of which a reasonable person in the position of the other party would wish to immediately terminate this Agreement because of that breach.

2. References to the “Services” mean Abacum’s cloud-based, AI-native financial planning and analysis (FP&A) software-as-a service listed on the applicable Order Form.

3. References to the “Website” means the website bearing the URL Abacum.ai as well as any other website owned and/or operated by Abacum related to the Services.

SECTION 2: SERVICES – LIMITATIONS AND RESTRICTIONS

2.1. About the Services.  Abacum provides the Services via the Website and hereby agrees to provide the Services to Customer and (i) employees, contractors, or agents of Customer who are authorized to access and use the Services (a) in the administration of accounts established by Customer and (b) in the course of their performance of work for Customer (“Administrative Users”); and (ii) in the case where Customer is a financial services firm or other professional services provider, individuals or entities who are clients of Customer and are authorized by Customer to use the Services solely with respect to the applicable client’s own account (“Customer Clients”).  “Authorized User” means Administrative Users and Customer Clients.  Subject to the terms of this Agreement, Abacum will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Terms posted here: https://www.abacum.ai/service-level-agreement.  Subject further to the terms hereof, Abacum will provide Customer with reasonable technical support services in accordance with the terms posted here:  https://www.abacum.ai/services-agreement. 

2.2. Reliance on the Services; Assumption of the Risk.  Customer acknowledges that the Services are provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Customer acknowledges further that any reliance on the Services is at Customer’s own risk. The parties will cooperate in good faith to achieve completion of any Services in a timely and professional manner. Customer understands and agrees that Company’s provision of the Services may depend on completion of certain Customer tasks or adherence to customer schedules within Customer's control; consequently, the schedule for completion of the Services or any portion thereof may require adjustments or changes in the event such Customer tasks or schedules change or are modified or are not completed as anticipated.  Company shall bear no liability or otherwise be responsible for delays in the provision of Services or any portion thereof to the extent occasioned by Customer's failure to timely complete a Customer task or adhere to a Customer schedule.

2.3. Restrictions and Responsibilities.  In addition to the other restrictions set forth herein and in the applicable Order Form (including, but not limited to, any restriction on the maximum number of Authorized Users, types of Authorized Users, departments, or plans), Customer will not, directly or indirectly, do any of the following: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Abacum or authorized within the Services; or remove any proprietary notices or labels unless purchased on a white-label basis; or directly or indirectly use the Services or any models or output for purposes of developing a product, service or solution that is intended or designed to compete with Abacum. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.”  Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. Customer represents, covenants, and warrants that it will, and will ensure that each Authorized User also will, use the Services only in compliance with this Agreement and all applicable laws and regulations. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).  Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer’s account or the Equipment with or without Customer’s knowledge or consent.

2.4. Authorized Users.  For any prospective Authorized User who is not a direct employee, Customer hereby assumes all liability and responsibility for such Authorized User’s compliance with, or breach of, the terms of this Agreement.

SECTION 3: ACCOUNTS, USE OF THE SERVICES

3.1. Online Accounts.  Customer shall be given the opportunity to register via email form to create customer accounts (each, an “Account,”) that will allow Customer and Customer’s Authorized Users to receive information from Abacum and/or to participate in certain features of the Services. Abacum will use the information Customer provides in accordance with Abacum’s Privacy Policy (the current version of which may be found at https://www.abacum.ai/privacy-policy).  Customer represents and warrants that all information Customer provides on the registration form is current, complete and accurate to the best of Customer’s knowledge. Customer agrees to maintain and promptly update Customer’s registration information so that it remains current, complete and accurate. During the registration process, Customer may be required to choose a password. Customer acknowledges and agrees that Abacum may rely on this password to identify Customer. Customer is responsible for all use of Accounts, regardless of whether Customer authorized such access or use, and for ensuring that all use of Accounts complies fully with the provisions of this Agreement. 

3.2. Transfer Prohibited.  Customer shall not, and shall not allow others, to sell, trade or transfer any Account to any other person or entity. 

3.3. Right to Monitor.  Abacum shall have the right to monitor an Account in Abacum’s sole and exclusive discretion.

3.4. Confidential Information and Data Confidentiality.  Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business that the Receiving Party knows or reasonably should know is confidential to the Disclosing Party (hereinafter referred to as “Confidential Information” of the Disclosing Party). Confidential Information of Abacum includes non-public information regarding features, functionality and performance of the Service. Confidential Information of Customer includes non-public data provided by Customer to Abacum to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance or development of the Services or as otherwise permitted herein or in Abacum’s Privacy Policy) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to (I) any information after three (3) years following the disclosure thereof, provided however, that the Receiving Party’s obligations shall continue indefinitely with respect to any Confidential Information constituting a trade secret under applicable law; or (II) any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Information of the Disclosing Party. A disclosure of Confidential Information which is required to be disclosed by law is not a breach of this Agreement. Customer shall own all right, title and interest in and to the Customer Data. Abacum shall own and retain all right, title and interest in and to (A) the Services and Software, all improvements, enhancements or modifications thereto, (B) any software, applications, inventions or other technology developed in connection with Abacum professional services performed for Customer (“Professional Services”), Customer feedback or technical support, and (C) all intellectual property rights related to any of the foregoing. Notwithstanding anything to the contrary, Abacum shall have the right, in compliance with applicable data privacy laws, to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Abacum will be free (during and after the term hereof) to (x) use such information and data to improve and enhance the Services (including usage as training data for machine learning models) and for other development, diagnostic, benchmarking, and corrective purposes in connection with the Services and other Abacum offerings, and (y) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein. 

To the extent Abacum processes any Personal Data (as defined in the Data Processing Addendum) on behalf of Customer in connection with the Services, the parties agree that the Data Processing Addendum available at https://www.abacum.ai/data-processor-agreement-us (the “DPA”) is hereby incorporated into this Agreement by reference and forms part of this Agreement. In the event of any conflict between this Agreement and the DPA with respect to the processing of Personal Data, the DPA shall control. Abacum may update the DPA from time to time; provided that no such update shall materially diminish Customer’s rights or Abacum’s obligations with respect to Personal Data without Customer’s written consent.

3.5. Artificial Intelligence.

3.5.1.  During its use of the Services, Customer may submit data to be processed by the Services (“Input”), and receive content generated and provided back to Customer by the Services based on the Input (“Output,” and collectively with Input, “Content”). Content shall constitute Customer Data that is owned by Customer. Output may be incomplete, inaccurate, or not suitable for Customer’s particular use. Customer is solely responsible for reviewing and validating Output before relying on it for compliance, legal, or business decisions. Customer must use discretion when relying on, publishing, distributing, or otherwise using any Output resulting from the use of the Services.

3.5.2.  Customer is also solely responsible for ensuring that any Input and Customer Data provided to Abacum or the Services is accurate, complete, current, lawful, and appropriate for processing. Abacum does not verify, authenticate, monitor, audit, or edit Customer Data or Output for accuracy, completeness, conflicts of interest, ethical compliance, or adherence to court rules, filing requirements, or deadlines, except as expressly set forth in the Documentation. Customer shall not rely on the Services or any Output for such purposes. Customer hereby represents and warrants that its Input and use of the Services shall not: (i) violate any applicable laws, including but not limited to data privacy regulations (e.g., GDPR and CCPA) and email marketing regulations (e.g., CAN-SPAM); (ii) conflict with the terms outlined in the Order Form or the Agreement; or (iii) infringe, violate, or misappropriate the rights of Abacum, its Providers (as defined below), or any other third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data).

3.5.3.  Abacum strictly prohibits its third-party service providers (“Providers”) from using any Output generated through the Services to train or enhance their own models or datasets. By using the Services, Customer confirms that it has the necessary legal rights, permissions, or consent to process and enrich the Input data through Abacum’s platform, ensuring compliance with applicable laws and regulations.

3.5.4.  The Services contain derivatives of machine learning generative models whose distribution is subject to restrictions. Customer may not use the Services in any manner that violates any Microsoft Enterprise AI Services policy, including the Microsoft Enterprise AI Services Code of Conduct, the Microsoft Azure Legal Information, and the Transparency Note for Azure OpenAI. Abacum reserves the right to use a different large language model generative AI service in lieu of or in addition to Microsoft’s Azure AI services, in which case, upon written notice thereof from Abacum, Customer further agrees not to use the Services in any manner that violates any usage, sharing, publication, and/or community policies or guidelines of such alternate service provider.

3.5.5.  Abacum uses experimental technology, and any Output may not meet Customer’s desired use including, without limitation, that it may be inaccurate, biased, offensive, or duplicative of content generated by Abacum for other Abacum customers. Customer must use discretion when relying on, publishing, distributing, or otherwise using any Output resulting from the use of the Services.

SECTION 4: FEES; TERMS OF PAYMENT; REFUNDS

4.1. Services Fee.  Customer shall pay all Services fees per the schedule(s) set forth in the Order Form. The unit pricing for the Services is fixed during the Initial Term (as defined in Section 5.1 below). Abacum may modify the unit pricing for the Services effective upon the start of any Renewal Term (as defined in Section 5.1 below).

Only if Customer is a financial services firm or other professional services provider: Adjustments made to add additional functionality, upgrade to a new version of the Services, or to add or remove accounts will be reflected as of the end of each quarter in the form of an invoice for the pro-rated amount due for such change(s) through the end of the then-current billing period. Regardless of any such changes made by Customer to its subscription, Customer will be responsible for the minimum Services fee amount reflected in the Order Form signed at the beginning of each Term. 

4.2. Professional Services Fee.  Customer shall pay to Abacum Professional Services fees as set forth in the Order Form for any and all Professional Services and training.

4.3. Invoicing.  All fees shall be pre-paid on either a monthly, quarterly, or annual schedule as specified in the applicable Order Form. If Customer believes that Abacum has billed Customer incorrectly, Customer must contact Abacum no later than fifteen (15) calendar days after the closing date on the invoice in which the error or problem appeared, in order to receive an adjustment or credit. Billing inquiries should be sent to invoices@abacum.ai.

4.4. Form of Payment.  Payment shall be made by credit card, debit card, ACH, or wire payment unless otherwise agreed to in writing (email to suffice) by Abacum. If Customer chooses credit card as its payment method, a reasonable credit card transaction fee will be added to each invoice. If otherwise agreed to by Abacum, then payment may be made by check in advance of the applicable due date.

4.5. Taxes.  Customer is responsible for all duties, taxes, and levies that apply to fees under this Agreement, including sales, use, VAT, GST, or withholding taxes; however, Customer is not responsible for Abacum’s income taxes.

4.6. Suspension of Services.  Payments are due on the first day of the billing cycle indicated on the Order Form. In the event a balance remains unpaid by Customer ten (10) business days following the first (1st) day of the billing cycle, Customer agrees and acknowledges that the Services shall be automatically suspended, without notice, until such payments are made, in arrears. Unpaid amounts are subject to a finance charge of one percent (1%) per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Services.

4.7. Refunds.  In no event other than uncured material breach of this Agreement by Abacum shall a refund be granted, in whole or in part, for any reason or no reason whatsoever, including but not limited to Customer’s cancellation of the Services prior the end of the Term, Customer’s failure to utilize the Services, or Abacum’s failure to meet any Service Level as set forth herein.

SECTION 5: TERM AND TERMINATION

5.1. Term and Termination; Renewals.  This Agreement commences as of the Effective Date and shall continue thereafter for one (1) year as specified on the Order Form, unless terminated sooner as provided for herein (the “Initial Term”). Customer agrees that this Agreement will be renewed automatically for successive one (1) year terms thereafter (each, a “Renewal Term”) unless either party provides written notice of termination or non-renewal at least thirty (30) days before expiration of the applicable Initial Term or then-current Renewal Term. This Agreement may be terminated by Customer per the foregoing sentence by written notice sent via email to invoices@abacum.ai. For annual subscriptions, Abacum will provide Customer with an email reminder at least sixty (60) days prior to the start of any Renewal Term. This Agreement may also be terminated if either party breaches a material provision hereof and fails to cure such breach within thirty (30) days of written notice thereof. The Initial Term and any Renewal Terms are collectively referred to as the “Term.” 

5.2. Payments upon Termination.  In the event that Customer terminates use of the Services, except for in instances of Abacum’s material breach of this Agreement, prior to the end of the Term, the remainder of the Services fees and other fees shall immediately become due and shall be paid in full no later than thirty (30) calendar days following Customer’s notice of termination.

5.3. Return of Customer Data.  Upon the termination of Customer’s use of the Services within one hundred and twenty (120) days (or earlier upon Customer’s written request) following termination of this Agreement, Abacum shall, at the choice of Customer, either return all Customer Data in a commonly accessible data format or delete all existing copies of Customer Data in its possession or control. Abacum shall provide reasonable necessary assistance to give effect to the foregoing at no additional cost to Customer. Following the return or deletion of Customer Data, Abacum shall destroy (via zero fill or other appropriate mechanism) any remaining copies and, upon request by Customer, provide a written certification of such destruction. In the event that return or destruction is prohibited by applicable law, Abacum shall block such Customer Data from any further processing, except as required by law, and shall continue to appropriately protect the Customer Data remaining in its possession. Notwithstanding the foregoing, if Customer Data has been used for blind aggregation analysis, such derived data shall not be deleted provided it is held in accordance with Section 3.4 and the Privacy Policy.

SECTION 6:  DISCLAIMERS; LIMITATIONS OF LIABILITY; INDEMNIFICATION

6.1. DISCLAIMER OF WARRANTY.  Abacum shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner.  Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Abacum or by third-party providers, or because of other causes beyond Abacum’s reasonable control, but Abacum shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.  HOWEVER, ABACUM DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND ABACUM DISCLAIMS AND EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

6.2. LIMITATION OF LIABILITY.

6.2.1.   NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NOTHING SHALL LIMIT EITHER PARTY’S LIABILITY OR DAMAGES FOR: (A) ITS INDEMNIFICATION OBLIGATIONS HEREIN (INCLUDING IN INDEMNITY AND INSURANCE); OR (B) GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT, OR MORE CULPABLE ACT OF SUCH PARTY OR ANY OF ITS EMPLOYEES, CONTRACTORS, OR OTHER AGENTS.

6.2.2.   TO THE EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO SECTION 6.2.1, NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT FOR ANY: (I) LOST REVENUES, PROFITS, SAVINGS OR GOODWILL; OR (II) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.  SUBJECT TO SECTION 6.2.1, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES AND OTHER AMOUNTS PAID OR PAYABLE BY CUSTOMER TO ABACUM PURSUANT TO THIS AGREEMENT DURING THE 12-MONTH PERIOD PRIOR TO THE DATE ON WHICH SUCH CLAIM FIRST AROSE.

6.3. INDEMNIFICATION.  CUSTOMER AGREES TO DEFEND ABACUM AND ABACUM’S AFFILIATES, SUPPLIERS, VENDORS AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, USERS AND AGENTS (COLLECTIVELY, THE “INDEMNIFIED PARTIES”), FROM AND AGAINST ALL CLAIMS, CAUSES OF ACTION, SUITS, PROCEEDINGS, EACH BROUGHT BY A THIRD PARTY, TO THE EXTENT ARISING OUT OF OR RELATED TO (A) CUSTOMER’S OR ITS AUTHORIZED USER’S USE OF THE SERVICES; (B) CUSTOMER’S OR ITS AUTHORIZED USER’S NONCOMPLIANCE WITH OR BREACH OF THIS AGREEMENT; (C) CUSTOMER’S OR ITS AUTHORIZED USER’S VIOLATIONS OF ANY THIRD-PARTY RIGHTS, INCLUDING THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS; OR (D) THE UNAUTHORIZED USE OF THE SERVICES BY ANY PERSON, AND SHALL INDEMNIFY AND HOLD INDEMNIFIED PARTIES HARMLESS FROM ALL RESULTING LIABILITIES, LOSSES, DAMAGES, JUDGMENTS, SETTLEMENTS, COSTS AND EXPENSES, INCLUDING ATTORNEYS’ FEES AND COSTS OF LITIGATION AND APPEAL. 

ABACUM AGREES TO DEFEND CUSTOMER AND ITS DIRECTORS, OFFICERS, AUTHORIZED USERS AND AGENTS (COLLECTIVELY, THE “CUSTOMER INDEMNIFIED PARTIES”) FROM AND AGAINST ALL CLAIMS, CAUSES OF ACTION, SUITS, AND PROCEEDINGS, EACH BROUGHT BY A THIRD PARTY, TO THE EXTENT ARISING OUT OF (A) THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ABACUM IN PROVISION OF THE SERVICES, OR (B) ABACUM’S VIOLATION OF ANY THIRD-PARTY RIGHTS, INCLUDING THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, AND SHALL INDEMNIFY AND HOLD CUSTOMER INDEMNIFIED PARTIES HARMLESS FROM ALL RESULTING LIABILITIES, LOSSES, DAMAGES, JUDGMENTS, SETTLEMENTS, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS OF LITIGATION AND APPEAL.

SECTION 7:  GOVERNING LAW; ARBITRATION

7.1. Governing Law.  This Agreement shall be governed and construed in accordance with the laws of the state of New York without regard to its conflicts of law provisions. Customer agrees to submit to the personal jurisdiction of the courts located in New York County, New York, and any cause of action that relates to or arises from this Agreement and/or the Services must be filed therein unless subject to the binding arbitration provisions of Section 7.2.

7.2. Mediation; Arbitration.  The parties will first attempt to settle any dispute concerning, relating, or referring to this Agreement and/or the Services through a half-day, non-binding, virtual mediation session (e.g., Zoom videoconference). A mediator will be selected by agreement of both parties, or in the event the parties cannot agree on a mediator, a mediator will be selected in accordance with JAMS Streamlined Arbitration Rule 12. Each party shall bear its own costs and expenses and an equal share of the administrative and other fees associated with the mediation. If a dispute remains unresolved following mediation, it shall be resolved exclusively by binding arbitration administered by JAMS in accordance with the substantive laws of the state of New York and shall be brought for arbitration in New York County, New York, pursuant to the rules of JAMS. The arbitrator and not any federal, state, or local court or agency shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, conscionability, or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable. Nothing herein prevents either party from seeking any interim injunction it deems necessary in order to preserve the status quo prior to the resolution of any dispute, in any jurisdiction.

SECTION 8:  MISCELLANEOUS

8.1. Information Security.  Abacum shall implement and maintain a comprehensive information security program including administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data. Such measures shall be aligned with industry-standard frameworks, including SOC 2 Type II and ISO/IEC 27001, to prevent unauthorized or unlawful access, use, disclosure, or accidental loss of Customer Data. Abacum shall regularly audit these measures to ensure ongoing effectiveness. By using the Services, Customer consents to Customer’s information being collected, used, and transferred as set forth in the Privacy Policy.

8.2. Authority.  Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms, except as may be limited by bankruptcy or insolvency laws and subject to principles of equity.

8.3. Waiver.  Any waiver of a right under this Agreement shall only be effective if agreed or declared in writing. A delay in exercising a right or the non-exercise of a right shall not be deemed a waiver and shall not prevent a party from exercising that right in the future. The rights and remedies herein provided are cumulative and not exclusive of any rights and remedies provided by law.

8.4. Force Majeure.  Abacum shall not be bound to meet any obligation if prevented from doing so as a consequence of acts of God or force majeure, including but not limited to measures taken or imposed by any government or public authority or in case of any other event beyond the control of us, including but not limited to natural disasters (such as storm, hurricane, fire, flood, earthquake), war, civil unrest, terrorist activities, states of emergency, government sanctions, embargos, nationalizations, strikes and breakdowns of public utilities (such as of electricity or telecommunication services). Abacum shall use all reasonable efforts to notify Customer of the circumstances causing the delay and to resume performance as soon as possible, both without undue delay. 

8.5. Assignment.  Abacum shall have the right to assign and/or transfer this Agreement and Abacum’s rights and obligations hereunder to any third party after notifying Customer as provided for herein. Customer agrees and acknowledges that Customer shall not assign or transfer its rights or sub-contract or delegate the performance of any of its rights under this Agreement without Abacum’s prior written consent in Abacum’s sole and exclusive discretion. Any purported assignment or transfer in violation of this paragraph is void. 

8.6. Rights of Third Parties.  This Agreement does not give any right to any third party unless explicitly stated herein.

8.7. Relationship of the Parties.  The parties are independent contractors under this Agreement, and nothing herein shall be construed to create a partnership, joint venture or agency relationship between them. Neither party has authority to enter into any agreement of any kind in the name of the other party.

8.8. Severability.  If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

8.9. Notices.  Except as explicitly stated otherwise, any notices shall be given by email or postal mail to the address (or email address) set forth on the Order Form, as updated from time to time.

8.10. SOC 2.  Abacum shall at all times during the Term conduct its operations in such a manner as to receive an unqualified SOC 2, Type II opinion each year. “SOC 2, Type II” means the Service Organization Controls over Security, Confidentiality, Processing Integrity, Availability and/or Privacy, as developed by the AICPA.

8.11. Publicity.  Customer grants a perpetual and irrevocable license to Abacum to reference Customer on public customer lists and to use Customer’s name and logo on the Website, in press releases, advertising material and other promotional material. Customer may withdraw such approval at any time. Abacum may, subject to Customer’s written approval, also publish a case study outlining the success of the relationship established by this Agreement, provided that it does not disclose any Confidential Information. 

8.12. Entire Agreement.  This Agreement, together with the Order Form, and Exhibits, contains the entire agreement of the parties with respect to the subject matter of this Agreement.  All prior agreements and understandings are expressly merged into this Agreement. No other Agreements, covenants, representations or warranties, express or implied, oral or written, have been made by the parties concerning this Agreement.  As Abacum's business evolves, it may change this Agreement and the other components of the Agreement (except any invoices and Order Forms) so long as such change does not materially reduce the overall functionality or value of the Services. If Abacum makes a material change to the Agreement, it will provide Customer with reasonable notice prior to the change taking effect by emailing the email address associated with a Customer Administrative User. Customer can review the most current version of the Agreement at any time by visiting http://www.abacum.ai/services-agreement. The materially revised Agreement will become effective on the date set forth in Abacum’s notice, and all other changes will become effective upon posting of the change. If Customer (or any Authorized User) accesses or uses the Services after the effective date, that use will constitute Customer’s acceptance of any revised Agreement.