1. Grant of Rights
1.1 The Service. For purposes of this Customer Agreement (“Agreement”), www.abacus.com (the “Site”) and the services, features, content or applications offered by Abacus Labs, Inc. are individually, and collectively, referred to as the “Services”. Following acceptance of this Agreement by both parties, and provided that Customer is not in breach of this Agreement, Customer shall have a right to use the Services during the Subscription Term, subject to the terms of the Agreement solely for Customer’s internal business operations. Notwithstanding anything to the contrary in this Agreement, the Services, or any portion thereof, may be amended, modified, updated, discontinued or replaced by Abacus at any time in its sole and absolute discretion, provided such modification does not that any such modification does not reduce the service level commitments, security or the overall level of beneficial service provided to Customer immediately prior to such modification. Services are solely for purposes of monitoring and reconciling certain aspects of Customer’s reimbursable and non-reimbursable expenses. Customer will use its access to the Services solely for purposes of this Agreement.
1.2 Customer Data. Customer hereby agrees to provide data, in the form required by Abacus, to enable Abacus to provide the Services (“Customer Data”). Customer consents to Abacus’ use of the Customer Data for purposes of providing the Services to Customer, for purposes of improving the capabilities of the Services for Customer and other clients of Abacus, and to create anonymized data or to combine with other data sources to create aggregate data (collectively “Analyses”) provided such information does not identify Customer or a specific individual as the source of such data.
1.3 App and Website. Customer acknowledges and agrees that Customer’s use of the Abacus mobile application (“App”) and www.abacus.com (“Website”) is subject to the Terms of Service available at https://www.abacus.com/terms. Notwithstanding anything to the contrary in this Agreement, the App or the Website, or any portion thereof, may be amended, modified, updated, discontinued or replaced by Abacus at any time in its sole and absolute discretion.
2. Restrictions.Customer will not, without prior written consent of Abacus, and shall not permit any Participating Client or third party: (a) disassemble, decompile, reverse-engineer, copy, translate or make derivative works of the Service; (b) transmit or upload any content or data that is unlawful, infringes any intellectual property rights, or contains any Malicious Code; (c) knowingly interfere with or disrupt the integrity or performance of the Service; (d) harass or interfere with another customer's use and enjoyment of the Service; (e) circumvent or endanger the operation or security of the Service; (f) use the Service for the benefit of a third party, for timesharing or to operate a service bureau; (g) create Internet "links" to or from the Service; (h) remove, cover, alter or obfuscate any logos, trademarks, internet links, confidentiality or proprietary rights notices, or any other notices or markings placed on or displayed by Service; (i) access the Service for purposes of: monitoring its availability, performing any technical security integrity review, penetration test, load test, denial-of-service simulation or vulnerability scan, or any benchmarking or competitive services; or (j) otherwise use the Service in any manner that exceeds the scope of use permitted under this Agreement.
3. Customer’s Responsibilities. Customer will (a) be responsible for Participating Clients’ (as defined below) compliance with the terms of this Customer Agreement, (b) be responsible for the accuracy, quality and legality of the Customer Data and the means by which such data is acquired, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify us promptly of any such unauthorized access or use, and (d) use the Services only in accordance with this Customer Agreement, the Order Form, and all applicable laws and government regulations.
Customer will, at all times, ensure that its use of the Services does not exceed the usage terms specified in the Order Form. If Abacus determines that Customer is exceeding the usage rights, Abacus will notify Customer, and Customer will have 30 days from the date of notice in which to bring its usage within the limits of such usage rights. If Customer fails to do so within 30 days, Abacus has the right to charge Customer, and Customer agrees to pay, for the applicable usage tier, which will be co-termed with the Subscription Term in the applicable Order.
4. Participating Clients. An individual who is authorized by you to use a Service is a “Participating Client”. Participating Clients may include only employees, agents, consultants, contractors and customers whom you wish to receive Services and your employees who will administer Customer’s participation in this Agreement (“Administrators”). Except for your Administrators, Participating Clients can only include individuals and companies that Customer must reimburse for business travel and other third party out-of-pocket business expenses. Customer agrees to comply with Abacus’ policies and procedures for: (a) approving Customer's clients to become Participating Clients, (b) verification of each proposed Participating Client's identity, and (c) removing Participating Clients. Customer acknowledges and agrees that it is solely responsible for Participating Clients’ compliance with Customer’s expense management policy and the Customer Agreement. Abacus shall have no liability for a Participating Client’s failure to comply with Customer’s expense management policy or the terms of the Customer Agreement.
5. Identity Verification. Customer agrees that prior to approval of any Participating Client (or any employees of a Participating Client), Customer shall have: (i) completed an inspection of identification documents (e.g., passport or U.S. issued driver’s license and social security card, or U.S. issued driver’s license and birth certificate) used to verify each client's identity; and (ii) obtained from each client the following: (a) name; (b) street address, (c) date of birth, and (d) Social Security Number. Notwithstanding the foregoing, Abacus reserves the right to request and obtain identity information and legal documentation directly from the client to verify the identity of any Participating Client. Without limiting anything herein, Abacus’ activities described in the preceding sentence may be performed directly by Abacus or through an Affiliate or subcontractor of Abacus on Abacus' behalf. During the term of this Agreement, Customer represents and warrants that neither Customer nor any of Customer’s Participating Clients are: (1) listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at www.treas.gov/ofac), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at www.state.gov), (3) a citizen or resident of, domiciled in, or operating under license issued by, North Korea, Sudan, Syria, Cuba, Iran or any jurisdiction now or later identified by the U.S. Department of State as a sponsor of international terrorism or which becomes subject to comprehensive economic sanctions by law, executive order or regulations (except for individuals residing in the United States that have been granted the right by the U.S. Government to reside in and/or work in the United States), or (4) included on any list of entities or individuals maintained and updated by any U.S. government organization including the Denied Persons List and the Entity List maintained by the Department of Commerce to whom the unlicensed export of goods and services is prohibited by U.S. laws, as updated from time to time, and Customer shall not allow any such persons to be Participating Clients under this Agreement.
6. Approved Expenses; Disputes.
6.1. Approved Expenses. For purposes of this Agreement, each expense submitted by a Participating Client that is approved by Customer shall be referred to as an “Approved Expense”. On a daily basis, Customer will cause good and immediately available funds to be deposited into the account designated by Abacus (the “Expense Management Account”) in an amount equal to the Approved Expenses to be paid on the next business day. A file containing all data necessary to complete payment of the Approved Expenses (the “Expense Management Account Data File”) will be sent to the bank designated by Abacus (“Bank”) each business day. The Expense Management Account Data File will include all Approved Expenses from that business day. Abacus or Abacus’ processor will instruct Bank to debit or credit the Expense Management Account and applicable Participating Client accounts based on entries transmitted to it, and subject to the requisite funding. Customer represents and warrants that as of, and at all times after, the approval of each Approved Expense: (i) the information contained in such approval is current, accurate and complete; (ii) each individual Participating Client for which such approval is granted is a client of Customer, and (iii) each Approved Expense is for the payment of a business expense and is not for personal, family or household expenses.
6.2. Expense Disputes. Customer is responsible for resolving all disputes by Participating Clients regarding amounts credited or debited to the Participating Client. Customer agrees to cooperate with Abacus and any other parties involved in processing the Approved Expenses to recover funds credited to any Participating Client in error. Customer agrees it is responsible for all instructions and any results therefrom with respect to the return of funds.
7. Suspension of Services. Abacus may suspend Customer’s and Participating Clients’ access to the Services (a) in the event of any actual or suspected fraudulent or unauthorized activity, or (b) during the pendency of any actual or alleged failure to comply with the terms of this Agreement, the Terms of Service or Abacus’ policies and procedures for the Services provided by Abacus from time to time.
8. Uptime. Abacus will endeavor to make the Customer facing online portal for the Services available on a 24x7x365 basis, except for scheduled maintenance and any unavailability caused by a Force Majeure.
9. Abacus Business Continuity/Disaster Recovery Plan. Abacus maintains a business continuity/disaster recovery plan (“Plan”) designed to ensure the reasonably prompt resumption of the provision of the Services in the event of an outage. Abacus will provide a summary of the Plan to Customer upon written request.
10. Ownership. Customer acknowledges that, as between Customer and Abacus, Abacus owns all right, title and interest, including all intellectual property rights, in and to: (a) the Services and all and all other software, materials, formats, interfaces, information, content and proprietary information and technology used by Abacus or provided to Customer in connection with the Service, (b) all ideas, know-how, and techniques that may be developed, conceived or invented by Abacus in connection with the Services, (c) any and all suggestions, ideas, enhancement requests, feedback, recommendations made by Customer in connection with any present or future Emburse product or service, and (d) the logos, trademarks, and product and service names associated with the Service, Abacus or otherwise contained on any Abacus website (“Abacus Property”). Except as otherwise expressly authorized herein or by Emburse in writing, the non- exclusive use rights set forth in the Agreement are the entirety of Customer’s rights in connection with the Emburse Property. Customer owns and retains all right, title, and interest, including all intellectual property rights, in and to the Customer Data, Customer’s Confidential Information, software or materials, each that are created by Customer independently and without reference to the Abacus Property. Except as otherwise expressly authorized herein or by Customer in writing, the non- exclusive use rights set forth in the Agreement are the entirety of Abacus’ rights in connection with the Customer Data.
11. Customer Warranties. Customer represents and warrants to Abacus that: (a) it is duly organized, validly existing and in good standing under the laws of its organizing jurisdiction; (b) it is duly authorized to enter into this Agreement and to perform its obligations hereunder; and (c) it will comply with all laws and regulations applicable to it in connection with the Customer Data and Customer’s use of the Service.
12. Abacus Warranties. Abacus represents and warrants to Customer that: (a) Abacus is duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) it is duly authorized to enter into this Agreement and to perform its obligations hereunder; and (c) it will comply with all laws and regulations applicable to it in connection with the provision of the Service.
13. Disclaimer of Warranties. EXCEPT FOR ANY EXPRESS WARRANTIES SET FORTH IN THIS CUSTOMER AGREEMENT, ABACUS PROVIDES THE SERVICES “AS IS”, AND MAKES NO WARRANTIES, WHETHER EXPRESSED, IMPLIED, OR STATUTORY, OF ANY KIND WHATSOEVER IN CONNECTION WITH SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON- INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES ARISING OUT OF A COURSE OF DEALING OR CONDUCT, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. ABACUS DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE ERROR-FREE, AVAILABLE OR WILL MEET CUSTOMER’S REQUIREMENTS. ABACUS’ SOLE LIABILITY FOR ANY ERRORS, ACTS OR OMISSIONS ARISING OUT OF THE PROVISION OF THE SERVICES SHALL BE LIMITED TO THE REPERFORMANCE OF THE SERVICES AT NO ADDITIONAL CHARGE TO CUSTOMER. EXCEPT FOR THE FOREGOING REPERFORMANCE OF THE SERVICES, ABACUS SHALL NOT BE LIABLE FOR ANY CLAIM, LOSS OR DAMAGE ARISING OR ALLEGED TO ARISE OUT OF THE PROVISION OF THE SERVICES UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION. IN NO EVENT SHALL ABACUS BE LIABLE FOR ANY FAILURE OR DELAY IN PROVIDING THE SERVICES ARISING FROM ANY FORCE MAJEURE. CUSTOMER ACKNOWLEDGES ITS NEED FOR ITS OWN MONITORING SYSTEMS AND SERVICES SIMILAR TO THE SERVICES, AND FOR ITS OWN BUSINESS CONTINUITY AND DISASTER RECOVERY PLANS AND SYSTEMS. ABACUS SHALL NOT BE OBLIGATED TO PROVIDE BACK-UP EQUIPMENT OR SERVICES UNDER THIS AGREEMENT OR TO PERFORM SERVICES HEREUNDER IN THE EVENT OF MALFUNCTION OF CUSTOMER’S PRIMARY SYSTEM OR EQUIPMENT.
14. Limitation of Liability. EXCEPT FOR LIABILITY ARISING UNDER SECTION 15 OR FOR FRAUD OR WILFUL MISCONDUCT, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL THEORY (INCLUDING, BUT NOT LIMITED TO, CLAIMS SOUNDING IN CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE), INCLUDING, BUT NOT LIMITED TO, INTERRUPTED COMMUNICATIONS, LOST DATA, OR LOST PROFITS, AND DAMAGES THAT RESULT FROM INCONVENIENCE, OR LOSS OF USE OF ANY INFORMATION OR DATA OF THE SERVICE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF, OR OTHERWISE SHOULD HAVE BEEN AWARE OF, THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY PROVIDED HEREIN. EXCEPT FOR LIABILITY ARISING UNDER SECTION 15 OR FOR FRAUD OR WILFUL MISCONDUCT, OR AMOUNTS OWED HEREUNDER, EACH PARTY'S TOTAL LIABILITY UNDER THE AGREEMENT, FOR WHATEVER CAUSE, WHETHER IN AN ACTION IN CONTRACT OR IN TORT OR OTHERWISE, WILL BE LIMITED TO GENERAL MONEY DAMAGES AND SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THE AGGREGATE OF ALL FEES ACTUALLY PAID OR OWING HEREUNDER BY CUSTOMER TO ABACUS FOR THE SERVICE DURING THE TWELVE MONTH PERIOD PRECEDING THE TIME THAT THE CLAIM AROSE (BUT NOT LESS THAN THE AMOUNT OF BASE FEES DUE DURING THE FIRST YEAR AFTER THE EFFECTIVE DATE).
15.1. By Customer. Customer shall indemnify, defend, and hold Abacus, its officers, directors, employees, agents, contractors and assigns (collectively, the “Abacus Parties”) harmless from and against any and all losses, liabilities, costs, damages and expenses (including reasonable attorneys’ fees) (“Losses”), which any Abacus Party may incur or to which any Abacus Party may be subject, arising out of or in connection with a third party claim to the extent alleging that the Customer Data, or Customer’s use of any Service in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law.
15.2. By Abacus. Subject to the terms of the Agreement, Abacus shall defend and indemnify Customer and its employees, agents, successors and assigns from and against any and all loss, damage, liability, and expense arising from any claim brought against any such indemnified party by a third party (each a “Claim) to the extent alleging that the Service, as provided by Abacus and used in accordance with the terms of the Agreement, infringes upon any valid patent, copyright, trademark, trade secret, or other proprietary right of such third party. Notwithstanding the above, Abacus shall have no liability for any infringement claim to the extent such claim: (i) pertains to any Abacus Property that has been altered or modified without Abacus’ prior written approval; or (ii) is based on use of the Service in conjunction with any item not provided by Abacus or authorized by Abacus in writing, unless such use is shown to constitute the infringement when not used in conjunction with the item not provided by Abacus.
15.3. Procedure. For any indemnifiable claim described in this Section 15: (a) the indemnifying party shall have the sole responsibility, at its expense, to defend and, at its sole discretion, to settle any such claim, provided that, if any settlement requires a non-monetary obligation of an indemnified party (other than ceasing use of the Service), then such settlement shall require the indemnified party’s prior written consent, which consent will not be unreasonably withheld; and (b) the indemnified party shall provide prompt written notice of such claim and reasonably cooperates with indemnifying party (at indemnifying party’s expense) in the defense or settlement of such Claim.
If, in the event of an indemnifiable infringement claim as set forth in Section 15.2 above, the Service is held to infringe any valid patent, copyright, trademark, trade secret, or other proprietary right of such third party, or in Abacus’ opinion is likely to infringe any valid patent, copyright, trademark, trade secret, or other proprietary right of such third party, then, in addition to its obligations set forth in Section 15.2 above, Abacus shall, at its option and in its sole discretion, either: (a) procure for Customer the right to continue using the Service in accordance with its rights under the Agreement; (b) replace or modify the Service with a substantially equivalent service that does not infringe any valid patent, copyright, trademark, trade secret, or other proprietary right of such third party; or (c) if Abacus is unable to provide one of the foregoing remedies under reasonable terms, or otherwise determines that such remedies are or become economically impractical, then Abacus may terminate the Agreement by providing written notice thereof to Customer, without further obligation by either party, except that (x) Customer shall be entitled to, and Emburse shall pay Customer, a refund equal to the pro-rata amount of any unused pre-paid fees for the Service paid by Customer as of the effective date of such termination; and (y) Abacus’ indemnity obligations under Section 15.2 above apply.
16. Term and Termination. This Agreement will commence upon the Effective Date and shall remain in effect until the same date of the following year (each a “Subscription Period”) (e.g., if the Effective Date is January 15th, the second Year will commence on January 15th). This Agreement will automatically renew unless Customer notifies Abacus of its intent not to renew at least (30) days prior to end of Subscription Period. This Agreement may be terminated: (a) by either party within the first 30 days of the agreement upon written notice, in the event that: (i) the other party files a petition, in bankruptcy, seeking any reorganization, arrangement, composition, or similar relief under any law regarding insolvency or relief for debtors, or makes an assignment for the benefit of creditors; (ii) a receiver, trustee, or similar officer is appointed for the business or property of such party; or (iii) the other party adopts a resolution for discontinuance of its business or for dissolution; or (b) by Abacus upon at least thirty (30) days’ prior written notice to Customer, in the event that: (A) in the reasonable and good faith determination of Abacus, the continued use of the Services by Customer may pose a threat to Abacus’ systems, equipment, processes or intellectual property, or to Abacus’ compliance with any law, regulation or regulatory guidance relating to Abacus’ business or the Services; or (B) Abacus adopts a resolution to cease providing services similar to the Services to all of its clients and customers.
17. Notice. All notices or other communications shall be in writing and shall be deemed given when delivered personally or by nationally-recognized overnight courier: (a) if to Abacus, to Abacus’ address set forth above or to such other address as Abacus has otherwise directed in writing in accordance with this provision, and (b) if to Customer, to Customer’s address provided to Abacus during the registration process or to such other address as Customer has otherwise directed in accordance with this Agreement. References to "writing" or "written" in this Agreement will be deemed to include an electronic mail message that is sent using standard Internet protocols and whose receipt is confirmed by the recipient to the sender.
18. Force Majeure. Except with respect to payment obligations under this Agreement, neither party will be responsible for nor incur any liability to the other for any failure to comply with the terms of this Agreement due to causes beyond its control, including, without limitation, fire, storm, flood, acts of war, accident, insurrection, sabotage, terrorism, third-party labor disputes, third-party processing failures, failures of third-party service providers, computer system malfunction, acts of God, acts of third parties, acts of federal, state or local government or judicial action (each a "Force Majeure").
19. Mutual Dispute Resolution and Arbitration Agreement. If a dispute arises between you and Abacus, each of us will work in good faith to quickly and amicably resolve the dispute. A party may trigger this Dispute Resolution Process by providing a written Claim Notice to the other party. The Claim Notice shall (i) describe the nature of the Dispute in reasonable detail, including a summary of argument supporting the party’s position, (ii) identify, if reasonably practicable, the dollar amount at issue, (iii) be accompanied by reasonable supporting documentation for that party’s claims; and (iv) provide the name and title of the executive who will represent that party, as well as any other person who will accompany the executive. Within 30 days from the date a Claim Notice is delivered the executives of both parties shall discuss the Dispute by phone (“First Discussion”). Unless otherwise agreed in writing, the Direct Business Negotiations shall end at the close of the First Discussion. At no time prior to the First Discussion shall any party initiate an arbitration except if the other party refuses to participate in the First Discussion.
Any dispute arising under or related to this Agreement, the Terms of Service, the Site, or the Services (including the arbitrability of such a dispute and the existence, validity, interpretation, performance, termination, or breach thereof) that has not been resolved pursuant to the immediately preceding paragraph shall be finally settled through binding arbitration. The arbitration shall be administered by JAMS and conducted pursuant to the terms of this Agreement and, where not inconsistent with this Agreement, the then current JAMS Comprehensive Arbitration Rules. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce and, notwithstanding the provision dictating the applicable substantive law, the arbitration shall be governed by the Federal Arbitration Act. The arbitrator shall be a retired judge or justice and must have previously served as an arbitrator at least 5 times where an award was rendered following a hearing on the merits. The arbitration hearing shall be held in New York, New York. At least 15 days following the Parties’ exchange of information as required by JAMS Rule 17 and at least 60 days before any arbitration hearing can begin, the Parties must participate in a mediation in New York, New York before a mutually agreed upon mediator or, if the parties cannot agree upon a mediator, a mediator appointed by JAMS. The parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be reasonably necessary to prepare for or conduct the arbitration hearing. No party may apply to any court or arbitrator for any provisional, injunctive or ancillary relief unless and until necessary to enforce an order from the arbitration. The arbitrator is not empowered to award punitive or exemplary damages, except as may be required by statute, or any pre-award interest; nor may the arbitrator award any incidental, indirect or consequential damages, including damages for lost profits or harm suffered by third parties. The arbitrator shall issue a reasoned final award. A final award rendered in connection with arbitration pursuant to this section shall be binding upon the parties, and if fully satisfied within 30 days of being issued, no party may seek to confirm the final award. If a final award is not fully satisfied within 30 days then a party may apply to have judgment upon such an award entered and enforced in any court of competent jurisdiction.
The above obligations to arbitrate shall not prevent a party from seeking a preliminary injunction, temporary restraining order, specific performance or other procedures in a court of competent jurisdiction to obtain interim relief when deemed necessary by such court to preserve the status quo or prevent irreparable injury pending resolution by arbitration of the actual dispute.
Exclusive jurisdiction and venue for arbitration or any other legal action or proceeding in any way related to the Site, the Services, the Terms of Service, or this Agreement shall be in New York, New York. Any matter brought before a court shall be brought solely in the state or federal courts located in New York, New York.
20. General Provisions:
20.1. Independent Contractors. Customer and Abacus are independent contractors, and neither is the partner, employee or agent of the other nor does it have the authority to bind or obligate the other in any way.
20.2. Waiver; Severability. The waiver or failure of either party to exercise any right provided for in this Agreement will not be deemed a waiver of any further or future right under this Agreement. If any provision of this Agreement is held invalid or unenforceable, it will be stricken from this Agreement and all other provisions of this Agreement will remain in full force and effect.
20.3. Assignment. This Agreement will be binding upon and will inure to the benefit of each party and its successors and assigns. Customer will not assign or transfer its rights or obligations under this Agreement by operation of law or otherwise, without Abacus’ prior written consent.
20.4. Third-Party Beneficiaries. It is expressly intended and agreed that there are no third-party beneficiaries to this Agreement.
20.5. Governing Law. This Agreement will be governed by and interpreted in accordance with New York law, without regard to its conflict of laws principles; provided, however, that the Uniform Computer Information Transactions Act will not apply.
20.6. Export Compliance. The Services, content, other technology we make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Customer agrees to not export any intellectual property of Abacus outside the United States. Customer agrees that it is solely responsible for any use by it or any Participating Clients of the Services outside the United States. Each party represents that it is not named on any U.S. government denied-party list.
20.7. Publicity. Abacus may include Customer’s name, logo and feedback on its website and in its marketing and promotional materials and ads as provided by Abacus to customers, potential customers and the general public. Any other use of Customer’s name or logo by Abacus will require Customer’s prior written consent, which will not be unreasonably withheld.
20.8. Entire Agreement; Modifications. This Agreement is the final, full and exclusive statement of the agreement between Customer and Abacus with respect to the subject matter hereof. It supersedes all prior agreements and inducements relating to the subject of this Agreement. Except as provided above in the “Updating Terms” section, no modification to this Agreement made at or after the acceptance of this Agreement is binding unless it is in writing and signed by both parties.
20.9. Survival. Any provisions of this Agreement which by their express or implicit terms are intended to survive the termination of this Agreement will survive the termination of this Agreement and be enforceable in accordance with their terms.