OfficeTools Workspace End User License Agreement For Use Within Abacus Private Cloud

OFFICE TOOLS WORKSPACE END USER LICENSE AGREEMENT (EULA)

This End User License Agreement (“EULA”) sets forth the scope of the license granted to Client by Abacus Data Systems, Inc. (“Abacus”) to use the services comprising Client’s Office Tools Workspace Subscription, which may include the use of Office Tools Workspace, Workspace Online, Abacus Payment Exchange, as well as all components of the software, updates, forms, and related materials including but not limited to manuals, on-line information, and marketing materials.  By purchasing an Office Tools Workspace Subscription by way of a Service Order Form executed by Client or otherwise using any products or services that are comprise Client’s Office Tools Workspace Subscription, Client agrees to be bound by the terms of this EULA.

1. GRANT OF LICENSE - Abacus grants Client a non-exclusive, limited and non-transferable license to use the products and services that comprise Client’s Office Tools Workspace Subscription subject to Client making payment of the Monthly Recurring Charge (“MRC”), as set forth in the corresponding Service Order Form executed by the Client, on the first of each month or upfront payment of the Total Contractual Value.  This license does not allow for the use of Office Tools Workspace within a Remote Desktop Services session, Terminal Services Session, in a cloud (private or multitenant) environment, or at multiple physical locations connected to a single database.  Separate license fees and validation codes are required for each business entity and computer where Client uses any of the products that comprise Client’s Office Tools Workspace Subscription. Client agrees to pay a license fee for each person in the firm who uses any of the products that comprise Client’s Office Tools Workspace Subscription, and only those users with unique login credentials (User ID) entered into Office Tools Workspace as operators may use those products or any of the other products that comprise Client’s Office Tools Workspace Subscription. Abacus is under no obligation to grant Client additional licenses.  During the term of Client’s Office Tools Workspace Subscription, Client shall be entitled to upgrades to the products that comprise Client’s Office Tools Workspace Subscription released by Abacus. Client acknowledges that if it accepts any upgrades to those services or products, any license Client may have had to prior versions of that product or service terminates upon the installation of the updated version.  Client agrees that it will not rent, lend, or transfer any products or services the comprise Client’s Office Tools Workspace Subscription or any of its rights under this EULA without the express written permission of Abacus.

2. FEES AND INVOICING - Client agrees to pay Abacus the Total Contractual Value (upfront) or the Monthly Recurring Charges (“MRC”) and fees as set forth in the applicable Service Order Form together with any taxes payable by Client that are required to be collected by Abacus pursuant to any applicable law. Client’s MRC for Client’s Office Tools Workspace Subscription is billed in advance of Abacus providing Client that month’s Office Tools Workspace related services.  Client authorizes Abacus to automatically bill the Client’s credit card or process an Automated Clearing House transaction each month for the balance due.  All payments made by Client to Abacus are non-refundable.  As it relates to payments made by Client, Client will be charged a fee of $35 for any returned payment, including but not limited to any check or Automated Clearing House transaction that is deemed invalid due to insufficient funds.

3.  MINIMUM SYSTEM REQUIREMENTS - The minimum system requirements to run Office Tools (on systems other than Abacus Private Cloud) are set forth at www.abacusnext.com/officetoolssysreq.

4. UPDATES AND PATCHES – During the Term of Client’s Office Tools Workspace Subscription, Abacus will notify Client within Office Tools Workspace of updates and patches.  It is ultimately Client’s responsibility to ensure that these updates and patches are installed.  In part, the updates and patches to are designed to thwart the continual threat of security breaches (including data mining agents and other malware) which if not prevented would make the Client more vulnerable to having its data compromised. Client hereby acknowledges that it is not best practices to use a version of any of the services or products that comprise Client’s Office Tools Workspace Subscription that is not the most current and up to date version offered by Abacus, and that doing so, Client would be putting the integrity of the system and Client’s data at heightened risk of corruption, hard shutdown, and security breaches that could extend beyond the data accessed by the products or services that comprise Client’s Office Tools Workspace Subscription.

5. SUPPORT - Given the rapid changes with technology, Abacus will provide technical support and updates only for the most recent version of the products or services that comprise Client’s Office Tools Workspace Subscription provided Client’s Office Tools Workspace Subscription is current.  Abacus cannot guarantee how long any particular version of any service or product will remain the current version.  Office Tools Workspace requires connecting to the Internet from time to time for registration, updates and use analysis. Such connectivity is outside the scope of Abacus’ obligations, and thus it is Client’s responsibility to obtain and pay for the necessary connectivity. Whenever Client permits Abacus to connect to Client’s system for remote support Client will have already made a current backup of its system and all data and Client shall remain solely responsible for it.  Client can reach Office Tools Workspace Support by calling (661) 794-2220 or via e-mail at support@officetools.com.  Abacus’ Customer Service hours for Office Tools Workspace are Monday through Friday, 8:00 a.m. to 5:00 p.m. (PST) (excepting certain holidays).  Abacus will make its best efforts to respond to all calls or e-mails to Customer Service by the next business day and make efforts to diagnose the cause of Client’s reported issue.  If Abacus determines that the reported issue is caused by a software malfunction (hereinafter referred to as “System Related Error”) and not caused by the Client, its computer(s), network, server(s), connectivity or third party software (hereinafter referred to as “User Error”), then Abacus will make its best efforts to correct the problem at no charge to Client.  If the issue is caused by User Error, Client can purchase Professional Services hours to assist with further training and/or correcting the problem with Client’s computer(s), network, server(s), connectivity or third party software.  All such Professional Services shall be governed by a separate Statement of Work (“SOW”) executed by Client.

6. CLIENT’S DATA - Client shall at all times retain ownership of all data generated or imported into the software subject to this End User License Agreement by Client. If Client’s license to use such software is suspended or terminated (as discussed below), Client shall have an opportunity (at its sole expense) to extract its data from the software in a format that could be used in another platform or application.  Client acknowledges that during the term of Client’s license, Abacus may need to view Client’s data to assist Client with training or other customer service issues.  Client further acknowledges that in performing those services, Abacus may need to take screen grabs or video of Client’s screen(s). In such an event, Abacus warrants that it will not access Client’s data without Client’s permission, that it will only access that data which is reasonably necessary to complete the specified task(s), and that it will only take screen grabs or video of Client’s screens when necessary to complete the specified task(s).  To the extent Client gives Abacus access to Client’s data, Abacus acknowledges that Client’s data shall be treated as confidential information and will not disclose the data or its contents to third parties without the Client’s express written consent.  The migration of pre-existing data to Office Tools Workspace is outside of Abacus’ obligations set forth in this EULA.  Professional Services can be retained on an hourly basis to perform such a migration (where possible).  Any such services shall be governed by a separate SOW executed by Client. 

7.  TERM – Unless stated otherwise in the Service Order Form, the term of Client’s Office Tools Workspace Subscription commences on the date when Abacus processes Client’s initial payment, and shall continue for the minimum term set forth in the corresponding Service Order Form executed by Client. Unless Client provides Abacus with written notification of Client’s desire to have the subscription terminated upon expiration of the original term at least 30 days before expiration of that term, Client’s Office Tools Workspace Subscription will convert to month-to-month following the initial term, subject to an increase in price to Abacus’ then existing charges for month to month licenses. Once the Client’s Office Tools Workspace Subscription converts to month-to-month, Client cannot terminate Client’s Office Tools Workspace Subscription without providing Abacus at least 30 days written notice of cancellation.

8. DATABASE ASSOCIATED WITH RESULTS SOFTWARE –Office Tools Workspace requires a database application to fully function, which can be satisfied by using Microsoft SQL Express or Microsoft SQL.  Such applications must be procured by Abacus for Client’s use, and Client’s use of such product shall also be governed by the applicable Microsoft End User License for that particular product (which shall be incorporated into this EULA by reference, where applicable). In any Service Order Form and/or Service Order Addendums (if any) affirmatively accepted by Client and herein, “MSSQL EXPRESS” means a non-transferable license to use Microsoft SQL Express only during Client’s Office Tools Workspace Subscription (contingent upon Client timely paying its MRC).  In any Service Order Form and/or Service Order Addendums (if any) affirmatively accepted by Client and herein, “MSSQL” means a non-transferable license to use Microsoft SQL only during Client’s Office Tools Workspace Subscription (contingent upon Client timely paying its MRC).  It is agreed that with respect to MSSQL EXPRESS and MSSQL, any protection included in this EULA extend equally to Microsoft as they do to Abacus and are enforceable by Microsoft. ABACUS DOES NOT WARRANT THE PERFORMANCE OR FUNCTIONALITY OF MSSQL EXPRESS OR MSSQL. If procured on behalf of Client, any MSSQL EXPRESS or MSSQL license will be deemed part of Client’s Office Tools Workspace Subscription.  Thus any suspension or termination of Client’s Office Tools Workspace Subscription will also result in a corresponding suspension or termination of the applicable database license.

9.  WORKSPACE PORTAL – In any Service Order Form and/or Service Order Addendums (if any) affirmatively accepted by Client and herein, “Workspace Portal” refers a non-transferable license to use (only during the term of Client’s Office Tools Workspace Subscription and contingent upon Client timely paying its MRC) a portal that provides an online repository (stored on drive hosted by RackSpace) which enables Client to store documents, accept payments, schedule appointments, eSignature processing, and online time tracking.  Client acknowledges that it is responsible for complying with all relevant privacy laws when storing data in the Workspace Portal.

10.  WORKSPACE INTEGRATION LINK– In any Service Order Form and/or Service Order Addendums (if any) affirmatively accepted by Client and herein, “Workspace Integration Link” refers a non-transferable license to (use only during the term of Client’s Office Tools Workspace Subscription and contingent upon Client timely paying its MRC) an integration link between Office Tools Workspace and the following specific third-party software that enables certain select data to sync between Office Tools Workspace and the third party software: QuickBooks (2007 and newer);  QuickBooks Premier Accountant and Enterprise Editions (2014 and newer); MS Outlook (2010 and newer); Intuit Lacerte (2008 and newer); and, Intuit Canada Profile (2011 and newer). Client acknowledges that not all fields or data contained within Office Tools Workspace or the third party will sync with the other program.  Client further acknowledges that Abacus is not responsible for the functionality of any third-party software.

11.  ABACUS PAYMENT EXCHANGE – Within Office Tools Workspace, Client shall have the option to use Abacus Payment Exchange (“APX”) which is a payment processing service provided by Vantage Card Services, Inc. (but billed through Abacus) that is made accessible in Office Tools Workspace, and is otherwise governed by all terms and polices set forth by Vantage Card Services, Inc. ABACUS DOES NOT WARRANT THE PERFORMANCE OR FUNCTIONALITY OF APX.

12. SOPHOS ENDPOINT ANTIVIRUS & MALWARE PROTECTION - In any Service Order Form and/or Service Order Addendums (if any) affirmatively accepted by Client and herein, “Sophos Endpoint Antivirus & Malware Protection” means a non-transferable license to deploy Sophos Endpoint Antivirus & Malware Protection product on Client’s work stations only during the term set forth in the Service Order and/or Service Order Addendums (contingent upon Client timely paying its MRC), and is otherwise governed by all terms and policies set forth by Sophos.  For further information on these terms, contact Sophos directly.  ABACUS DOES NOT WARRANT THE PERFORMANCE OR FUNCTIONALITY OF SOPHOS ENDPOINT ANTIVIRUS & MALWARE PROTECTION. If purchased, this Sophos Endpoint Antivirus & Malware Protection license will be deemed part of Client’s Office Tools Workspace Subscription.  Thus any suspension or termination of Client’s Office Tools Workspace Subscription will also result in a corresponding suspension or termination of the Sophos Endpoint Antivirus & Malware Protection license.

13. MS365 - ON PREMISES – In any Service Order Form and/or Service Order Addendums (if any) affirmatively accepted by Client and herein, “MS365 (On Premises)” means a non-transferable license per user to use Microsoft 365 installed on Client’s premises only during the term of Client’s Office Tools Workspace Subscription (contingent upon Client timely paying its MRC), and is otherwise governed by all terms and policies set forth by Microsoft applicable to MS365, and may include penalties for early termination of the MS365, which will be Client’s sole responsibility to pay.  For further information on these terms, contact Microsoft directly.  The particular MS365 license selected by Client shall be either an E1, E3 or Exchange Online Plan 1, with the particular rights and functionality for each such licenses being determined by Microsoft. ABACUS DOES NOT WARRANT THE PERFORMANCE OR FUNCTIONALITY OF MS365 OR DATA THAT RESIDES IN MICROSOFT’S CLOUD OR INFRASTRUCTURE. If purchased, this MS365 license will be deemed part of Client’s Office Tools Workspace Subscription.  Thus any suspension or termination of Client’s Office Tools Workspace Subscription will also result in a corresponding suspension or termination of the MS365 license.  Abacus will serve as Administrator of Client’s MS365 account.   Client acknowledges that it will not receive Administrative rights to MS365.  The deployment of MS365 on Client’s premises shall be in the form supplied by Microsoft without modification and with all default settings pre-determined by Microsoft.  Professional Services can be retained on an hourly basis to make any desired changes to the settings of MS365.   Any such services shall be governed by a separate SOW.  Client hereby understands that as a Certified Microsoft partner, Abacus may receive a payment from Microsoft arising from the sale of MS365.

14.  FLEX USER - In any Service Order Form and/or Service Order Addendums (if any) affirmatively accepted by Client and herein, “Flex User” means license to use Office Tools Workspace and any other ancillary services associated with that user, such as Workspace Online and MS365 - On Premises and Office Tools (wherever applicable) on a month-to-month basis, which can be cancelled from Client’s Office Tools Workspace Subscription without having to pay an Early Termination Fee (as discussed in Paragraph 17 below) so long as Client provides Abacus with an executed downgrade form 30 days prior to the effective date of the cancellation of the Flex User. 

15.  NON-SOLICITATION OF ABACUS’ EMPLOYEES - During the term of Client’s license to use the Service, and for 12 months thereafter, Client agrees that it will not directly or indirectly recruit, solicit or otherwise induce or attempt to induce any employee of Abacus that had direct contact with Client while that employee was acting in the course and scope of the employee’s duties with Abacus to terminate his or her employment with Abacus.  Client acknowledges that if it breached this Paragraph and the relevant employee left his or her employment with Abacus, it would be difficult to determine actual damages.  Based on what the Parties presently know, they agree that an amount equal to 100% of the relevant employee’s Abacus annual salary is a reasonable estimate of the damages that would accrue if a breach of this provision occurred in the future and the relevant employee terminated his or her employment with Abacus as a result.  Client agrees that the amount of liquidated damages is fair and reasonable and would not act as a penalty in such an instance.  This Paragraph shall not preclude Client from hiring an Abacus employee where that employee independently responded to a job posting made available to the general public.

16.  SUSPENSION - Abacus may, at its sole discretion, suspend Client’s Office Tools Workspace Subscription if Client’s account is 5 days past due.  In the event that Abacus suspends Client’s Office Tools Workspace Subscription, Client’s license to access Office Tools Workspace and Workspace Portal (if applicable) will be revoked, and all access will be cut-off.  If Client wishes to reinstate its Office Tools Workspace Subscription, Client must make its account current and pay a re-activation fee of $250 (“Re-Activation Fee”).

17. TERMINATION - Either party may terminate Client’s Office Tools Workspace Subscription or any distinct part thereof at any time without cause by providing 30 days written notice to the other party; for security reasons, in order for any termination initiated by Client of Client’s Office Tools Workspace Subscription in whole or in part to be processed, Client must submit an executed cancellation or downgrade form (whichever applicable) provided by Abacus. In the event of termination of Client’s Office Tools Workspace Subscription in its entirety by the Client without cause or as a result of Client’s account being delinquent, Client shall pay Abacus the Early Termination Fee, which shall be equal to Client’s MRC times the remaining months left under the agreement (plus any balance owed as effective date of the termination), due and payable as of the date of early termination. In the event of termination of a part or parts of Client’s Office Tools Workspace Subscription (including the cancellation of a user, unless that user is a Flex User) without cause, Client shall pay Abacus the Early Termination Fee, which shall be equal to Client’s MRC times the remaining months left under the agreement for the canceled part or parts of Client’s Office Tools Workspace Subscription. The only time Client can terminate Client’s Office Tools Workspace Subscription for cause is if Abacus fails to cure a material breach of any provision in this EULA within 30 days of Abacus receiving written notice of that breach (in the manner set forth in Paragraph 23 below). In such an instance, Client would not be obligated to pay the Early Termination Fee. If after giving the requisite notice of an alleged material breach, Client refuses to allow Abacus to access Client’s computer system or data to evaluate the nature of the alleged breach or otherwise fails to cooperate with Abacus’ efforts to cure the alleged breach, Abacus shall be relieved of any obligation to cure the alleged breach, and will eliminate Client’s ability to terminate the Service for cause (with respect to the alleged breach). Abacus may terminate the Service for cause if Client fails to make its account current and pay the Re-Activation Fee within 30 days of the Services being suspended. To the extent that Client’s installation of Office Tools Workspace has not already been converted into read only mode, upon termination of Client’s Office Tools Workspace Subscription (for any reason), Client’s access to Office Tools Workspace and Workspace Portal (if applicable) will convert to read only mode as of the effective date of Client’s Office Tools Workspace Subscription.

18. SERVICE OWNERS RIGHTS - Client is granted only the right to use any of the products or services that comprise Client’s Office Tools Workspace Subscription as limited in this EULA. Ownership and all rights not expressly granted are reserved by Abacus.

19.  DISCLAIMER OF WARRANTY - ABACUS TRIES TO KEEP ALL OF THE PRODUCTS AND SERVICES THAT COMPRISE CLIENT’S OFFICE TOOLS WORKSPACE SUBSCRIPTION OPERATING BUG-FREE, AND SAFE, BUT CLIENT ACKNOWLEDGES THAT ITS USE OF THOSE PRODUCTS AND/OR SERVICES IS AT ITS OWN RISK.  ABACUS IS PROVIDING THE PRODUCTS AND SERVICES THAT COMPRISE CLIENT’S OFFICE TOOLS WORKSPACE SUBSCRIPTION AS IS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  ABACUS DOES NOT GUARANTEE THAT THE PRODUCTS AND/OR SERVICES THAT COMPRISE CLIENT’S OFFICE TOOLS WORKSPACE SUBSCRIPTION WILL ALWAYS FUNCTION WITHOUT DISRUPTIONS, DELAYS OR IMPERFECTIONS.

20.  LIMITATION OF LIABILITY - WITH THE EXCEPTION OF ANY UNAUTHORIZED COPYING AND/OR DISTRIBUTION OF ANY OF THE PRODUCTS AND/OR SERVICES THAT COMPRISE CLIENT’S OFFICE TOOLS WORKSPACE SUBSCRIPTION BY CLIENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, LOSS OF GOOD WILL, DAMAGE TO BUSINESS REPUTATION, LOSS OF BUSINESS INFORMATION, WORK STOPPAGE, LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION, OR OTHER SUCH PECUNIARY LOSS), WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT, OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT WILL ABACUS’ TOTAL AGGREGATE AND CUMULATIVE LIABILITY TO CLIENT FOR ANY AND ALL CLAIMS OF ANY KIND ARISING AS A RESULT OF OR RELATED TO CLIENT’S OFFICE TOOLS WORKSPACE SUBSCRIPTION, THE TERMS OF THE EULA, OR TO ANY ACT OR OMISSION OF ABACUS, EXCEED THE AMOUNT OF SUBSCRIPTION FEES ACTUALLY PAID (IF ANY) BY CLIENT FOR CLIENT’S OFFICE TOOLS WORKSPACE SUBSCRIPTION GIVING RISE TO THE CLAIM IN THE THREE MONTHS PRECEDING THE CLAIM.  LIKEWISE, WITH THE EXCEPTION OF CLAIMS ARISING OUT OF THE UNAUTHORIZED COPY OR DISTRIBUTION OF THE PRODUCTS AND/SERVICES THAT COMPRISE CLIENT’S OFFICE TOOLS WORKSPACE SUBSCRIPTION BY CLIENT, CLIENT’S TOTAL AGGREGATE AND CUMULATIVE LIABILITY TO ABACUS FOR CLAIMS ARISING OUT OF CLIENT’S OFFICE TOOLS WORKSPACE SUBSCRIPTION OR THE TERMS OF THE EULA SHALL NOT EXCEED THE EARLY TERMINATION FEE (AS DEFINED IN PARAGRAPH 17).  THE ESSENTIAL PURPOSE OF THIS PROVISION IS TO LIMIT THE POTENTIAL LIABILITY OF THE PARTIES ARISING FROM THIS AGREEMENT.  THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS PARAGRAPH ARE INTEGRAL TO THE AMOUNT OF FEES CHARGED IN CONNECTION WITH MAKING CLIENT’S OFFICE TOOLS WORKSPACE SUBSCRIPTION  AVAILABLE TO CLIENT AND THAT, WERE ABACUS TO ASSUME ANY FURTHER LIABILITY OTHER THAN SET FORTH HEREIN, SUCH FEES WOULD OF NECESSITY BE SET SUBSTANTIALLY HIGHER.

21.  SEVERABILITY - If any provision of this EULA is held to be invalid or unenforceable under the circumstances, such provisions application in any other circumstances and the remaining provisions of this EULA shall not be affected thereby.

22.  INTEGRATION - This EULA and the corresponding Service Order Form(s) executed by Client (which are incorporated by reference) set forth the entire agreement relating to the subject matter hereof and supersedes all prior agreements, discussions and understandings between them, whether oral or written, relating to the subject matter hereof.

23.  NOTICE - All notices to Client under this Agreement will be deemed given when delivered via e-mail to the address set forth in the Service Order.  All notices to Abacus under this Agreement will be deemed given when delivered via certified mail to:

General Counsel
Abacus Data Systems, Inc.
9171 Towne Centre Dr. Suite 200
San Diego, CA 92122

24.  GOVERNING LAW - This EULA, any corresponding Service Order or Service Order Addendum executed by Client, and/or Client’s Office Tools Workspace Subscription shall be construed under the laws of the State of California regardless of conflict of law provisions.  Client and Abacus irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in San Diego County, California for all disputes arising out of or related to the products and services covered by this EULA and/or any corresponding Service Order executed by Client, the terms set forth in this EULA, Client’s Office Tools Workspace Subscription or to any act or omission of Abacus, whether in contract, tort or otherwise.  Neither party will bring a legal action arising out of or related to Client’s Office Tools Workspace Subscription and/or any corresponding Service Order executed by Client, or the terms set forth in this EULA , or to any act or omission of Abacus, whether in contract, tort or otherwise, more than two years after the cause of action arose.  Client and Abacus further agree that as a condition precedent to instituting any legal action, the parties must participate in a non-binding mediation in San Diego, California before a neutral from JAMS, with the parties equally splitting the costs of that mediation.  If the parties cannot agree on a JAMS neutral, the neutral shall be selected by JAMS at its sole discretion.  The mediation process shall be initiated by the aggrieved party submitting the case for mediation to JAMS directly, after providing the other party with notice of its intent to institute mediation.

25.  PREVAILING PARTY - In the event of any litigation arising out of or related to Client’s Office Tools Workspace Subscription, this EULA, any corresponding Service Order executed by Client and/or Client’s APC Subscription, the prevailing party shall be entitled to recover from the non-prevailing party all costs and expenses associated with such proceedings, including reasonable attorney’s fees.  For purposes of this provision, if a matter is filed in any venue other than the state or federal courts in San Diego County, California and the matter is dismissed for improper venue, the party that did not file the action shall be deemed the prevailing party in that action.

26.  NO SHRINK WRAP LICENSES.  Abacus and Client agree that no so-called “shrink wrap” or “click wrap” terms shall apply to or change the Office Tools Workspace EULA or the terms and conditions governing Client’s Office Tools Workspace Subscription.  As such, any “shrink wrap” or “click wrap” license or terms shall contained in the installer, patches and/or upgrades of Office Tools Workspace will be of no force or effect.  The version of the EULA set forth at www.abacusnext.com/officetoolseula at the time Client installs Office Tools Workspace, any patches or upgrades shall become the binding terms and conditions governing Client’s use of Office Tools Workspace (and any applicable modules) and Client’s Office Tools Workspace Subscription. 

27.   UPDATES/CHANGES TO SERVICES AND EULA - Due to changes in technology and the marketplace, Abacus may make modifications to the products or services that comprise Client’s Office Tools Workspace Subscription or particular components of such product or service (including but not limited to discontinuing a component) from time to time and will use commercially reasonable efforts to notify Client of any material modifications.  Any such modification shall not be deemed a System Related Error.  Client agrees that Abacus will not be liable to Client for any such modifications.  Abacus reserves the right to discontinue offering an Office Tools Workspace Subscription at the conclusion of Client’s then current subscription term. Likewise, Abacus reserves the right to routinely update, amend or change the EULA.  Those changes will appear in the installation of any upgrades or patches, which must be affirmatively accepted by Client, and will be effective upon Client’s acceptance.  In addition, at least 30 days prior to the effective date, Abacus will notify client by e-mail of such changes, and a new EULA document will be posted at www.abacusnext.com/officetoolseula. Client’s continued use of any of the products that comprise Client’s Office Tools Workspace Subscription after the 30 day will serve as consent to the changed terms.