DOC1576924767.pdf

University of Nebraska Non-Competitive Purchase Documentation

Board of Regents Policy 6.2.1.10 (b) provides that “except as otherwise provided in this purchasing policy, any purchase committing the University to an expenditure of $150,000 or more shall be made to the lowest responsible bidder.” Board of Regents Policy 6.2.1.7 provides that “If small purchase procedures are used, price or rate quotations must be obtained from an adequate number of qualified sources. There are exceptions allowed to this policy in 6.2.1.10 (f), which explains when competitive bidding is not required.

This form is designed to assist in complying with policy. It is to be used for purchases of $150,000 or more that are not competitively bid or small purchases where quotations are not obtained. It must be signed by the person seeking the non-competitive purchase, as well as the funding approver and returned to your campus procurement office or the Office of the Vice President for Business and Finance.

INSTRUCTIONS for Completion of this Form:

Please check the category below for which your particular transaction qualifies as a non-competitive purchase. The column § (subsection) refers to Board Policy 6.2.1.10 (f). Incomplete forms will be returned.

§ EXCEPTION TO COMPETITIVE PURCHASE

1. Purchase of unique or non-competitive articles or services (e.g., “Sole Source”). Without limiting the generality of the foregoing sentence, examples of unique or non-competitive articles and services are public utility services, regulated central office telephone services, books, pamphlets and periodicals, and specially designed business, research or scientific equipment and related software. This category of purchase shall be accompanied by a written justification from the requesting unit and must have the prior written approval by the principal business officer or their designee.

2. Contracts for professional services; provided, however, that any contract for architectural, engineering, land surveying or landscape architectural services shall be made in accordance with applicable law and Board of Regents policies requiring competitive negotiations for such services. “Professional Service” means (a) any type of service which requires a license or other legal authorization as a condition precedent to the rendering of the service, or (b) any other type of service commonly recognized as a professional service, including, but not limited to, accounting and auditing, actuarial, legal, personnel, financial, computing, management, marketing, educational program planning or evaluation, facilities planning or evaluation, insurance and risk management, or travel agency services. (See RP-6.2.1(4)(h))

3. Purchases necessary in emergency situations.

4. Contracts for maintenance or servicing of equipment with the manufacturer of the equipment or the manufacturer's authorized service agent, where in the judgment of the principal business officer such maintenance or service can be most effectively performed by the manufacturer or its authorized service agent.

5. Contracts on capital construction projects (a) for the services of a construction manager who may or may not at the discretion of the University also be engaged on the project as the general contractor or (b) for the services of a design/build contractor who will be engaged on the project to furnish design services by a qualified architect or engineer and to provide general contractor services; provided, the contracts shall be awarded in accordance with RP-6.3.7.

Additional Required Information:

Supplier Name: Amount of Purchase:

Description Supporting Non-Competitive Purchase Determination:

Check HERE if additional supporting documentation attached In accordance with Board of Regents Policy 6.2.1.16, Purchases Involving University Personnel, by signing below, you hereby affirm that you have no conflict of interest in the selection of this supplier, nor will you receive personal or financial benefit from this purchase.

Requestor’s Signature Requestor’s Name (Printed) Date

Funding Approver's Signature Funding Approver’s Name (Printed) Date

Submitted By (Procurement Services): Approved By:

Signature Date

Name (Printed): _________________________________ _____

Signature Date

Name (Printed): ______________________________________

Tagboard is an industry leader utilizing their cloud based technology to deliver simultaneous drag-and-drop workflows for media production.

Tagboard Inc. $10,000

Kirk Hartman

Brandon Meier

Tagboard is a social media aggregation platform that HuskerVision and Digital Media use to display social posts/photos from Husker Fans during live events. Tagboard is used on our videoboards, website, and streaming channels to display images of fans posting from a variety of different hashtags.

05/15/2025 | 08:51 CDT

05/12/2025 | 11:01 CDT

05/19/25 | 20:34 CDT

Shanon Wright Doug Carlson

05/19/25 | 21:03 CDT

Procure-to-Pay

3835 Holdrege Street | Lincoln, NE 68583-0742 | 402.472.2126 nebraska.edu/p2p

University of Nebraska Contract Summary

CONTRACTOR/COMPANY INFORMATION

Supplier Tagboard Inc Contact Dave Minetti

Sourcing Agent Alex Caruso Email daveminetti@tagboard.com

REQUESTING DEPARTMENT

Participating Campuses

UNL

Administrative Unit/Dept.

Athletics

Department Contact Blake Chramosta – bchramosta@huskers.com

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

Tagboard is a social media aggregation platform that HuskerVision and Digital Media use to display social posts/photos from Husker Fans during live events.

Tagboard is used on our videoboards, website, and streaming channels to display images of fans posting from a variety of different hashtags.

Contract Document Document Amt Total Amt Start Date End Date Notes

CW31786 $10,000.00 09/23/2025 09/22/2026

COMPETITION/BID INFORMATION

Bid Number NA

Competition NCPD Approved

Contract Information

INTERNAL USE ONLY

CW31786

Tagboard, Inc.

8201 164th Ave NE

Suite 200 PMB 2001

Redmond, WA 98052-7615

United States of America

Farren Benjamin farren@tagboard.com

Prepared For

University of Nebraska - Lincoln Athletics

Alex Wood

Executive Director - HuskerVision awood@huskers.com

Order Form #2065

Contract Period September 23, 2025—September 22, 2026

Length of contract 12 months

Physical Billing

Address

Accounting Department PO Box 880623 Lincoln, NE

68588

Payment Terms Net 30

Billing Frequency One-time Payment

Company Billing Name University of Nebraska-Lincoln Athletics

Billing Contact (first name) Alex

Billing Contact (last name) Wood

Billing Email Address(es) awood@huskers.com

Billing Phone Number (402) 472-5989

Platform Package

Product Total Price

Platform Package Tier 2

Go Lives per Year: 500

Featured Posts per Year: 5,000

PLATFORM INCLUDES:

Graphics Engine

Tagboard Producer

Share It! (QR Code Photo Uploader)

Real-Time UGC Social

Interactive Polling and Trivia

Landing Pages

QR Code Network

Analytics

Social Embeds

Tagboard Curate Chrome Extension

Template Library

Custom Fonts

Adobe Integration

$7,000.00

Basic Service Package

Service Hours: 5

Additional service hours: $2000 per bucket of 5

Response Time: 24h

$3,000.00

Shoppable $0.00

First Year Total $10,000.00 mailto:farren@tagboard.com mailto:awood@huskers.com mailto:awood@huskers.com

Terms & Conditions

The Legal Stuff

We may have just sent you this order form to give you a sense of the timing. But… we’re also about Going Live quickly. Upon execution of the Order Form, these are the legal terms that apply.

Terms & Conditions: Effective September 23, 2025, the products above will be added to the agreement dated September

23, 2023.. Additionally, this is the SERVICE LEVEL AGREEMENT that keeps us accountable for running smoothly.

Other legal policies, including our Data Processing Agreement, may be found here.

We can’t wait to pay you!! Our Shoppable Affiliate Program has the following terms.

Address Information

Billing Info invoices@nebraska.edu

Accounting Dept

PO Box 880623

Lincoln | NE | 68588-0240

US

https://support.tagboard.com/knowledge-base/service-level-agreement https://support.tagboard.com/knowledge-base/data-processing-addendum https://support.tagboard.com/knowledge-base/shoppable-addendum mailto:invoices@nebraska.edu

Signatures

IN WITNESS WHEREOF, the Parties by their duly authorized representatives have executed this Agreement as of the Effective Date.

Board of Regents of the University of Nebraska

Name:

Title:

Email:

Signed Date:

Name: Dave Minetti

Title: Head of Sales

Email: daveminetti@tagboard.com

Signed Date:

Signature: Signature:

05/19/25 | 20:45 CDT

05/19/25 | 21:03 CDT

AVP & Director of University Services

Doug Carlson mailto:daveminetti@tagboard.com

Board of Regents Policy 6.2.1.10 (b) provides that “except as otherwise provided in this purchasing policy, any purchase committing the University to an expenditure of $150,000 or more shall be made to the lowest responsible bidder.” Board of Regents Policy 6.2.1.7 provides that “If small purchase procedures are used, price or rate quotations must be obtained from an adequate number of qualified sources. There are exceptions allowed to this policy in 6.2.1.10 (f), which explains when competitive bidding is not required.

This form is designed to assist in complying with policy. It is to be used for purchases of $150,000 or more that are not competitively bid or small purchases where quotations are not obtained. It must be signed by the person seeking the non-competitive purchase, as well as the funding approver and returned to your campus procurement office or the Office of the Vice President for Business and Finance.

INSTRUCTIONS for Completion of this Form:

Please check the category below for which your particular transaction qualifies as a non-competitive purchase. The column § (subsection) refers to Board Policy 6.2.1.10 (f). Incomplete forms will be returned.

§ EXCEPTION TO COMPETITIVE PURCHASE

1. Purchase of unique or non-competitive articles or services (e.g., “Sole Source”). Without limiting the generality of the foregoing sentence, examples of unique or non-competitive articles and services are public utility services, regulated central office telephone services, books, pamphlets and periodicals, and specially designed business, research or scientific equipment and related software. This category of purchase shall be accompanied by a written justification from the requesting unit and must have the prior written approval by the principal business officer or their designee.

2. Contracts for professional services; provided, however, that any contract for architectural, engineering, land surveying or landscape architectural services shall be made in accordance with applicable law and Board of Regents policies requiring competitive negotiations for such services. “Professional Service” means (a) any type of service which requires a license or other legal authorization as a condition precedent to the rendering of the service, or (b) any other type of service commonly recognized as a professional service, including, but not limited to, accounting and auditing, actuarial, legal, personnel, financial, computing, management, marketing, educational program planning or evaluation, facilities planning or evaluation, insurance and risk management, or travel agency services. (See RP-6.2.1(4)(h))

3. Purchases necessary in emergency situations.

4. Contracts for maintenance or servicing of equipment with the manufacturer of the equipment or the manufacturer's authorized service agent, where in the judgment of the principal business officer such maintenance or service can be most effectively performed by the manufacturer or its authorized service agent.

5. Contracts on capital construction projects (a) for the services of a construction manager who may or may not at the discretion of the University also be engaged on the project as the general contractor or (b) for the services of a design/build contractor who will be engaged on the project to furnish design services by a qualified architect or engineer and to provide general contractor services; provided, the contracts shall be awarded in accordance with RP-6.3.7.

Additional Required Information:

Supplier Name:

Tagboard Inc

Amount of Purchase:

$10,000.00

Description Supporting Non-Competitive Purchase Determination:

Tagboard is a social media aggregation platform that HuskerVision and Digital Media use to display social posts/photos from Husker Fans during live events. Tagboard is used on our videoboards, website, and streaming channels to display images of fans posting from a variety of different hashtags.

Tagboard is an industry leader utilizing their cloud based technology to deliver simultaneous drag-and-drop workflows for media production.

Check HERE if additional supporting documentation attached

In accordance with Board of Regents Policy 6.2.1.16, Purchases Involving University Personnel, by signing below, you hereby affirm that you have no conflict of interest in the selection of this supplier, nor will you receive personal or financial benefit from this purchase.

Requestor’s Signature Requestor’s Name (Printed) Date

Funding Approver's Signature Funding Approver’s Name (Printed) Date

Submitted By (Procurement Services): Approved By:

Signature Date

Name (Printed): _

Signature Date

Name (Printed):

08/06/24 | 15:13 CDTKirk Hartman

Brandon Meier 08/06/24 | 15:29 CDT

08/06/24 | 16:10 CDT

Shanon Wright Doug Carlson

08/07/24 | 04:56 CDT

nebraska.edu/p2p

University of Nebraska Contract Summary

CONTRACTOR/COMPANY INFORMATION

Supplier Tagboard Inc Contact Shanda Maloney

Email Shanda@tagboard.com

REQUESTING DEPARTMENT

Participating Campuses

UNL

Administrative Unit/Dept.

Athletics

Primary Contact Name

Blake Chramosta

Primary Contact Email bchramosta@huskers.com

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

Renewal of our Tagboard agreement. Tagboard is used during live events to help our HuskerVision staff pull tweets and other types of social media posts to be posted on our video boards.

Purchase Category IT/Software

Total Amount of Spend

$10,000.00 Start Date 9/23/2024

12:00 AM

End Date 9/22/2025 12:00

AM

BID INFORMATION

Bid Number NA

Competitive Review Findings

NCPD Approved

Contract Information

INTERNAL USE ONLY

Manual Routing Form

8201 164th Ave NE

Suite 200

Redmond, WA 98052

United States of America

Shanda Maloney shanda@tagboard.com

Prepared For

Product Quantity Total Price

Base Platform

Graphics Engine Producer QR Code Generator (annual scans): 10,000 Social Embeds Video Curate Social Polling Storage: 2GB

Data Driven Graphics Integration - Social

Basic Service Package

Service Hours: 10 Additional service hours: $2000 per bucket of 5 Response Time: 24h

Subtotal $10,000.00

Order Form #1111

University of Nebraska

Kirk Hartman

Assistant A.D. - HuskerVision khartman@huskers.com

Contract Period September 23, 2024—September 22, 2025

Length of contract 12 months

Billing Start Date September 23, 2024

Payment Terms Net 30

Billing Frequency One-time Payment

Company Billing Name University of Nebraska

Billing Contact (first name) Kirk

Billing Contact (last name) Hartman

Billing Email Address(es) khartman@huskers.com

$10,000

Overall Total $10,000.00

Amendment Terms

AMENDMENT #1

Amendment, dated July 17, 2024 to the agreement effective September 23, 2023, as amended (the “Agreement”), between University of Nebraska, and Tagboard, Inc.

(“Tagboard”). Capitalized terms used in this Amendment have the same meaning as in the Agreement. University of Nebraska and Tagboard agree to amend the

Agreement as follows:

Terms & Conditions: Effective September 23, 2024, the products above will be added to the agreement dated September 23, 2023.

Payment: Tagboard, Inc. will invoice University of Nebraska a one-time payment of $10,000.00 USD due NET 30 upon receipt.

Except as amended hereby, the Agreement constitutes the agreement between University of Nebraska and Tagboard and remains in full force and effect.

Signatures

Board of Regents of the University of Nebraska

Name:

Title:

Email:

Signed Date:

Signature:

[sig|req|signer0]

Tagboard, Inc.

Name: Dave Minetti

Title: Head of Sales

Email: daveminetti@tagboard.com

Signed Date:

Signature:

[sig|req|signer1]

IN WITNESS WHEREOF, the Parties by their duly authorized representatives have executed this Agreement as of the Effective Date.

08/06/24 | 16:18 CDT

Doug Carlson

08/07/24 | 04:56 CDT

AVP & Director of University Services

Board of Regents Policy 6.2.1.10 (b) provides that “except as otherwise provided in this purchasing policy, any purchase committing the University to an expenditure of $150,000 or more shall be made to the lowest responsible bidder.” Board of Regents Policy 6.2.1.7 provides that “If small purchase procedures are used, price or rate quotations must be obtained from an adequate number of qualified sources. There are exceptions allowed to this policy in 6.2.1.10 (f), which explains when competitive bidding is not required.

This form is designed to assist in complying with policy. It is to be used for purchases of $150,000 or more that are not competitively bid or small purchases where quotations are not obtained. It must be signed by the person seeking the non-competitive purchase, as well as the funding approver and returned to your campus procurement office or the Office of the Vice President for Business and Finance.

INSTRUCTIONS for Completion of this Form:

Please check the category below for which your particular transaction qualifies as a non-competitive purchase. The column § (subsection) refers to Board Policy 6.2.1.10 (f). Incomplete forms will be returned.

§ EXCEPTION TO COMPETITIVE PURCHASE

1. Purchase of unique or non-competitive articles or services (e.g., “Sole Source”). Without limiting the generality of the foregoing sentence, examples of unique or non-competitive articles and services are public utility services, regulated central office telephone services, books, pamphlets and periodicals, and specially designed business, research or scientific equipment and related software. This category of purchase shall be accompanied by a written justification from the requesting unit and must have the prior written approval by the principal business officer or their designee.

2. Contracts for professional services; provided, however, that any contract for architectural, engineering, land surveying or landscape architectural services shall be made in accordance with applicable law and Board of Regents policies requiring competitive negotiations for such services. “Professional Service” means (a) any type of service which requires a license or other legal authorization as a condition precedent to the rendering of the service, or (b) any other type of service commonly recognized as a professional service, including, but not limited to, accounting and auditing, actuarial, legal, personnel, financial, computing, management, marketing, educational program planning or evaluation, facilities planning or evaluation, insurance and risk management, or travel agency services. (See RP-6.2.1(4)(h))

3. Purchases necessary in emergency situations.

4. Contracts for maintenance or servicing of equipment with the manufacturer of the equipment or the manufacturer's authorized service agent, where in the judgment of the principal business officer such maintenance or service can be most effectively performed by the manufacturer or its authorized service agent.

5. Contracts on capital construction projects (a) for the services of a construction manager who may or may not at the discretion of the University also be engaged on the project as the general contractor or (b) for the services of a design/build contractor who will be engaged on the project to furnish design services by a qualified architect or engineer and to provide general contractor services; provided, the contracts shall be awarded in accordance with RP-6.3.7.

Additional Required Information:

Supplier Name: Amount of Purchase:

Description Supporting Non-Competitive Purchase Determination:

Check HERE if additional supporting documentation attached In accordance with Board of Regents Policy 6.2.1.16, Purchases Involving University Personnel, by signing below, you hereby affirm that you have no conflict of interest in the selection of this supplier, nor will you receive personal or financial benefit from this purchase.

Requestor’s Signature Requestor’s Name (Printed) Date

Funding Approver's Signature Funding Approver’s Name (Printed) Date

Submitted By (Procurement Services): Approved By:

Signature Date

Name (Printed): _________________________________ _____

Signature Date

Name (Printed): ______________________________________

Tagboard, Inc. $10,000

Kirk Hartman

Brandon Meier

See Attached.

08/10/23 | 15:14 CDT

08/10/23 | 15:15 CDT

Shanon Wright

09/26/2023 | 11:01 CDT 09/27/2023 | 14:26 CDT

Michael Zeleny

Procurement, Tagboard is a social media aggregation platform that HuskerVision and Digital Media use to display social posts/photos from Husker Fans. Tagboard is used on our videoboards, website and video streams to display images of fans posting photos from a variety of different hashtags. Tagboard features an approval portal that is used to filter offensive photos from what is displayed. Athletics uses Tagboard to execute the Pepsi feature for all football and basketball games.

Athletics has used Tagboard for at least 4 years and the staff/students are familiar with the platform.

nebraska.edu/p2p

University of Nebraska Contract Summary

CONTRACTOR/COMPANY INFORMATION

Supplier TAGBOARD INC Contact Alexa Palermo

Email alexapalermo@tagboard.com

REQUESTING DEPARTMENT

Participating Campuses

UNL

Administrative Unit/Dept.

Athletics

Primary Contact Name

Blake Chramosta - Business Office

Primary Contact Email bchramosta@huskers.com

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

Tagboard is used during live events to help our huskervision staff pull tweets and other types of social media posts to be posted on our video boards

Purchase Category IT / Software

Total Amount of Spend

10,000.00 USD Start Date 9/23/2023

12:00 AM

End Date 9/22/2024 11:59

PM

BID INFORMATION

Bid Number N/A Competitive Review Findings

Non-Competitive Purchase Approved

Contract Information Tagboard is used during live events to help our huskervision staff pull tweets and other types of social media posts to be posted on our video boards

INTERNAL USE ONLY

PRO-IT-002708

SW

Order Form #1582

8201 164th Ave NE, Suite 200 Redmond, WA 98052 United States of America Alexa Palermo alexapalermo@tagboard.com

Prepared For University of Nebraska - Lincoln Athletics - Big Ten

Kirk Hartman Assistant A.D. - HuskerVision khartman@huskers.com Billing Address

PO Box 880623 Lincoln, NE, 68588-0623

Contract Period September 23, 2023—September 22, 2024 Length of contract 12 months

Payment Terms Net 30 Billing Frequency Annually (Multi-year)

Platform Package Product Schedule Total Price

Base Platform

Graphics Engine Producer QR Code Generator (annual scans): 100k Social Embeds Video Curate Social Polling/ Interactive Polling Storage: 2GB

Year 1 $7,500.00

Data Driven Graphics Integration: Social Year 1 $0.00

First Year Subtotal for Platform Package $7,500.00

Service Package Product Schedule Total Price

Basic Service Package

Service Hours: 10 Additional service hours: $2000 per bucket of 5 Response Time: 24h

Year 1 $2,500.00

First Year Subtotal for Service Package $2,500.00

Year 1 Overall Total $10,000.00

SOFTWARE AS A SERVICE AGREEMENT

This Software as a Service Agreement ("Agreement") is to be effective 2023-09-05T00:00:00+00:00 (“Effective Date”) and is entered into by and between University of Nebraska - Lincoln Athletics - Big Ten, located at 800 Stadium Drive, Lincoln, NE 68588- 0623 (“Subscriber”, “Customer”, “User”), and Tagboard, Inc., located at 8383 158th Ave NE, Suite 110, Redmond, Washington 98052 ("Service Provider", “Tagboard”).

1. The Services.

1.1 Purpose. This Agreement sets forth the terms and conditions under which Service Provider agrees to provide Subscriber with access to certain Service Provider products on a hosted “software as a service” basis and to provide certain other services including customization, integration, data import/export, monitoring, technical support, maintenance, training, backup and recovery and change management as necessary for Subscriber’s productive use of such products (the “Services”), as further described in mutually agreed upon, sequentially numbered statements of services executed by the parties from time to time (each a “Statement of Services”).The first such Statement of Services is attached to this Agreement as Exhibit A.

2. Service Levels.

2.1 Service Levels. For the term of each Statement of Services, Service Provider shall provide the Services in accordance with the applicable Service Level Standards, each as described in such Statement of Services.

2.2 Failure to Meet Service Levels. As further described in each applicable Statement of Services, in the event Service Provider does not meet a Service Level, Service Provider shall: (a) owe to Subscriber the applicable Performance Credits, as liquidated damages and not as a penalty; and (b) use its best efforts to ensure that any unmet Service Level is subsequently met. Notwithstanding the foregoing, Service Provider will use best efforts to minimize the impact or duration of any outage, interruption, or degradation of Services. Subscriber will be required to notify Service Provider that a Performance Credit is due as a condition of payment of the same.

3. Support; Maintenance; Additional Services.

3.1 Customization and Integration Services. Service Provider shall provide the customization and integration services, if any, described in each applicable Statement of Services. Fees for any such customization and integration services shall be also described in each applicable Statement of Services.

3.2 Training Services. As further described in each applicable Statement of Services, Service Provider shall train Subscriber with sufficient instruction, including any necessary documentation, understandable by a typical end user, of the features and functionality of the Services to become self-reliant with respect to the operation of the Services (“Training Services”), including moderation of content from third-party networks. Unless otherwise described therein, the Services Fees shall be inclusive of fees for Training Services.

4. Term and Termination.

4.1 Term. The term of this Agreement shall commence on the Effective Date and shall remain in effect until terminated as set forth herein. Unless a particular Statement of Services is terminated earlier in accordance with the terms set forth in this Section, the term of a Statement of Services shall commence on the Start Date and continue until the End Date specified in the applicable Statement of Services. Either party may terminate this Agreement upon thirty (30) days’ prior written notice to the other party as long as there are no Statements of Services then in effect.

4.2 Termination for Cause. If either party materially breaches any of its duties or obligations hereunder (including under any Statement of Services) and such breach is not cured, or the breaching party is not diligently pursuing a cure to the non-breaching party’s sole satisfaction, within thirty (30) calendar days after receipt of written notice of the breach, then the non-breaching party may terminate this Agreement and/or any Statement of Services hereunder for cause as of a date specified in such notice.

5. Fees and Expenses. Subscriber shall be responsible for and shall pay to Service Provider the fees specified in each applicable Statement of Services, subject to the terms and conditions contained therein. Any sum due Service Provider for the Services provided shall be due and payable thirty (30) days after receipt by Subscriber of an invoice from Service Provider.

5.1 Billing Procedures. Unless otherwise provided for under a Statement of Services, Service Provider shall bill to Subscriber the sums due pursuant to a Statement of Services by an invoice which shall contain: (a) a description of Services rendered; (b) the Services fee or portion thereof that is due; (c); taxes, if any; and, (d) total amount due. Delivery of invoices may occur via electronic mail or physical mail to the Subscriber e-mail and/or physical addresses listed in each Statement of Services. Any invoice not paid within the payment terms outlined in this document is subject to a 1.5% monthly interest charge. Tagboard reserves the right to use any and all means of collection available under applicable law to collect any amount past due.

5.2 Credits. Any amounts due Subscriber, such as Performance Credits, from Service Provider may be applied by Subscriber, at the sole election of Subscriber, against any fees due to Service Provider. Any such amounts that are not so applied by Subscriber shall be paid to Subscriber by Service Provider within thirty (30) days following Subscriber's request. This Section shall survive the termination of this Agreement.

5.3 Late Fees. Any invoice not paid within the payment terms outlined above is subject to a 1.5% monthly interest charge. Tagboard reserves the right to use any and all means of collection available under applicable law to collect any past due amount.

6. Representations and Warranties.

6.1 By Service Provider. Service Provider represents and warrants that:

6.1.1 The Services shall be provided in a competent and professional manner;

6.1.2 Service Provider has the experience and is qualified to perform the tasks involved with providing the Services in an efficient and timely manner. Service Provider acknowledges that Subscriber is relying on Service Provider's representation of its experience and expertise, and that any substantial misrepresentation may result in damage to Subscriber;

6.1.3 the Services will conform in all material respects to the specifications, functions, descriptions, standards, and criteria set forth in the applicable Statement of Services and the documentation (collectively, the “Specifications”);

6.1.4 Service Provider is the lawful owner or licensee of the Services (excluding any Subscriber data processed, stored or transmitted therein), and has all the necessary rights in the Services to grant the use of the Services under this Agreement;

6.1.5 the Services will not contain viruses or any other contaminants, or disabling devices including, but not limited to, codes, commands or instructions (collectively, “Viruses”) that may be used to access, alter, delete, damage or disable the network or software of Subscriber, its affiliates or their respective customers; and

6.1.6 the Services, Service Provider’s logo, and any other work performed by Service Provider hereunder shall not infringe upon any United States or foreign copyright, patent, trademark, trade secret, or other proprietary right, or misappropriate any trade secret, of any third party, and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest to any technology or intellectual property right that would conflict with its obligations under this Agreement.

6.2 By Subscriber. Subscriber represents and warrants that:

6.2.1 Subscriber shall maintain in-force agreements with any third-party whose software is necessary for Subscriber’s use of the Services;

6.2.2 Subscriber shall comply with the terms of service for each third-party network whose content is displayed by Subscriber via Service Provider’s platform. Certain of these terms of service are further described in Exhibit B attached hereto.

7. Proprietary Rights.

7.1 Pre-existing Materials. Subscriber acknowledges that, in the course of performing the Services, Service Provider may use software and related processes, instructions, methods, and techniques that have been previously developed by Service Provider (collectively, the “Pre-existing Materials,” which shall include the Services) and that the same shall remain the sole and exclusive property of Service Provider.

7.2 No License. Except as expressly set forth herein, no license is granted by either party to the other with respect to the Confidential Information or Pre-existing Materials. Nothing in this Agreement shall be construed to grant to either party any ownership or other interest, in the Confidential Information or Pre-existing Materials, except as may be provided under a license specifically applicable to such Confidential Information or Pre-existing Materials.

7.3 The provisions of this Section shall survive the termination of this Agreement.

8. General Indemnity; Infringement.

8.1.Indemnification. REMOVED BY MUTUAL AGREEMENT

8.2 Infringement. Without limiting Section 8.1, should any Services become, or in Service Provider’s opinion be likely to become, the subject of any claim of infringement, then Service Provider, at its sole option and expense, will (i) procure for Subscriber the right to continue using the Services, (ii) replace the Services with a substantially equivalent non-infringing version, or (iii) modify the Services (without materially reducing the features or functionality thereof) to make them non-infringing. If Service Provider, despite its diligent efforts, is unable to provide any of the remedies described in the preceding sentence, then either party may terminate this Agreement, in which case Service Provider shall refund to Subscriber any pre-paid amounts for the remainder of the term of the applicable Statement of Services.

9. Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION SET FORTH HEREIN, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE FOREGOING EXCULPATION OF LIABILITY SHALL NOT APPLY WITH RESPECT TO DAMAGES INCURRED AS A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY. A PARTY SHALL BE LIABLE TO THE OTHER FOR ANY DIRECT DAMAGES ARISING OUT OF OR RELATING TO ITS PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT; BUT ANY SUCH LIABILITY SHALL NOT EXCEED THE FEES PAID OR PAYABLE UNDER THIS AGREEMENT. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO: (A) A PARTY’S OBLIGATIONS OF INDEMNIFICATION, IF ANY, AS FURTHER DESCRIBED IN THIS AGREEMENT; (B) DAMAGES CAUSED BY A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR, (C) A PARTY’S BREACH OF ITS OBLIGATIONS OF CONFIDENTIALITY UNDER THIS AGREEMENT. This Section shall survive the termination of this Agreement.

10. CONFIDENTIALITY

10.1 Confidential Information. For purposes of this Agreement, “Confidential Information” means (i) the terms of this Agreement, and (ii) any other non-public business information relating to the Subscriber or Service Provider obtained by virtue of this Agreement that is marked or identified as confidential or would be reasonably understood to be of a confidential nature, which may include the following: information relating to planned or existing computer systems and systems architecture, including computer hardware, computer software, source code, object code, documentation, methods of processing and operational methods; sales, profits, organizational structure, new business initiatives and finances; product plans and designs; or any confidential information of third parties with which Subscriber or Service Provider conducts business.

Notwithstanding the foregoing, Confidential Information will not include information that: (a) is now or subsequently becomes generally available to the public through no wrongful act of the recipient; (b) the recipient can demonstrate was rightfully in its possession prior to disclosure by the other party; (c) is independently developed by the recipient without the use of any confidential information provided by the other party; or (d) recipient rightfully obtained or obtains from a third party who recipient reasonably believed had the right, without obligation to the other party, to transfer or disclose such information.

10.2 Restrictions. The parties agree that, during the Term of this Agreement and for one (1) year thereafter, (i) they will keep all Confidential Information in strict confidence, using such degree of care as is appropriate to avoid unauthorized use or disclosure; (ii) they will not, directly or indirectly, disclose any Confidential Information to anyone outside of the parties, except with the prior written consent of the party supplying the Confidential Information; and (iii) they will not make use of any Confidential Information for their own purposes (except as necessary to perform the Services) or for the benefit of anyone other than the parties. Each party will be deemed to have met its obligations hereunder if it treats the other party’s Confidential Information with the same degree of care as it treats its own sensitive business information of like kind, but in no event less than reasonable care. Upon termination or expiration of this Agreement, or at any time either party shall so request, the other party will deliver promptly to the requesting party, or, at the requesting party’s option, will destroy, all Confidential Information obtained hereunder (and all copies thereof) belonging to the requesting party that the other party may then possess or have under its control.

10.3 Permitted Disclosure of Confidential Information. Notwithstanding anything in this Agreement to the contrary, either party may disclose the Confidential Information of the other party to its personnel, agents and advisors (including legal and financial advisors) who need to know such information in connection with the performance of the Services hereunder and who are obligated to keep such information confidential. Each party will instruct its personnel and/or agents, as applicable, as to their obligations under this Agreement. Either party may disclose the Confidential Information if such disclosure is required by law, court or other governmental authority; provided, however, that such party will notify the other party in writing in advance of such disclosure, and will provide the other party with copies of any related information so that the party may take appropriate action to protect its Confidential Information. In addition, each party may disclose the terms and conditions of this Agreement: (i) as required under applicable securities regulations and (ii) on a confidential basis to current or prospective investors in or acquirers of such party.

11. General.

11.1 Relationship between Subscriber and Service Provider. Service Provider represents and warrants that it is an independent contractor with no authority to contract for Subscriber or in any way to bind or to commit Subscriber to any agreement of any kind or to assume any liabilities of any nature in the name of or on behalf of Subscriber. Under no circumstances shall Service Provider, or any of its staff, if any, hold itself out as or be considered an agent employee, joint venture, or partner of Subscriber. In recognition of Service Provider’s status as independent contractor, Subscriber shall carry no Workers’ Compensation insurance or any health or accident insurance to cover Service Provider or Service Provider’s agents or staff, if any. Subscriber shall not pay any contributions to Social Security, unemployment insurance, federal or state withholding taxes, any other applicable taxes whether federal, state, or local, nor provide any other contributions or benefits which might be expected in an employer-employee relationship. Neither Service Provider nor its staff, if any, shall be eligible for, participate in, or accrue any direct or indirect benefit under any other compensation, benefit, or pension plan of Subscriber.

11.2 Subcontractors. Service Provider will not subcontract the Services, or any portion of the Services, nor will it engage independent contractors to perform the Services or any portion of the Services, without having given Subscriber prior written notice. With respect to any services that are subcontracted to or provided by any third party, Service Provider expressly assumes all liability and responsibility for such subcontractors’ and third parties’ compliance with, or breach of, the terms of this Agreement.

11.3 Third-Party Networks. Notwithstanding the terms of any Statement of Services, Subscriber hereby acknowledges that Service Provider is aggregating content denoted as public by users of third-party content networks, including but not limited to Twitter, Instagram, Facebook and YouTube (the “Networks”), via Application Programmer Interfaces (“APIs”), and agrees that Service Provider will not be liable for any damages that occur as the result of disruption in data availability from the Networks. Furthermore, as a condition of use, every Source Platform requires that users accept their ‘Terms of Service/Use’ or ‘Statement of Rights and Responsibilities’ that gives the platform and its partners a license to share and display public user-generated content (such as likenesses, text, photos and videos). These partners include social aggregation, consent, and display platforms like Service Provider, who legally obtain the content through the Source Platforms’ application programming interfaces (APIs), and comply with their requirements for partnership – such as, including network logos and author avatars on all posts. In addition to this explicit right, the Services only ingest social posts which have been marked as Public and remain on the Source Platform.

Subscriber agrees to abide by the terms, including, but not limited to, what is excerpted in this agreement.

Facebook: “When you publish content or information using the Public setting, it means that you are allowing everyone, including people off of Facebook, to access and use that information, and to associate it with you (i.e., your name and profile picture).” https://www.facebook.com/terms

Instagram: “By displaying or publishing (“posting”) any Content on or through the Instagram Services, you hereby grant to Instagram a non-exclusive, fully paid and royalty-free, worldwide, limited license to use, modify, delete from, add to, publicly perform, publicly display, reproduce and translate such Content, including without limitation distributing part or all of the Site in any media formats through any media channels, except Content not shared publicly (“private”) will not be distributed outside the Instagram Services.” https://www.instagram.com/about/legal/terms/before-january-19-2013/

Twitter: “By submitting, posting or displaying Content on or through the Services, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods (now known or later developed). This license authorizes us to make your Content available to the rest of the world and to let others do the same.” https://twitter.com/tos?lang=en

11.4 Moderation and Curation Responsibilities. All moderation and curation of social media content from the Networks shall be the sole responsibility of Subscriber; provided, however, that Service Provider shall have the right (but not the responsibility) to also perform moderation and curation of content that a reasonable person would find to be offensive, profane, disruptive, or otherwise damaging to Subscriber.

11.6 Compliance With Laws; Subscriber Policies and Procedures. Both parties agree to comply with all applicable federal, state, and local laws, executive orders and regulations issued, where applicable. Service Provider shall comply with Subscriber policies and procedures where the same are posted, conveyed, or otherwise made available to Service Provider. Without limiting Service Provider’s other obligations of indemnification herein, Service Provider shall defend, indemnify, and hold Subscriber Indemnitees harmless from and against any and all Claims, including reasonable expenses suffered by, accrued against, or charged to or recoverable from any Subscriber Indemnitee, on account of the failure of Service Provider to perform its obligations imposed herein.

https://www.facebook.com/terms https://www.instagram.com/about/legal/terms/before-january-19-2013/ https://twitter.com/tos?lang=en

11.7 Counterparts; Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. The parties agree that a facsimile signature may substitute for and have the same legal effect as the original signature.

11.8 Notices.All notices, consents, waivers and other communications required or permitted by this Agreement shall be in writing and shall be deemed given to a party where: (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (b) sent by facsimile or email with confirmation of transmission; or (c) received or rejected by the addressee, if sent by certified mail, return receipt requested, in each case to the addresses set forth in this Agreement or such other address as may be designated by a party from time to time in accordance with this Section.

11.9 Privacy. Use of Tagboard does not require Subscriber to provide any private information. As on many web sites, Tagboard may automatically receive general information that is contained in server log files, such as your IP address, and cookie information. Information about how advertising may be served on Tagboard (if it is, indeed, Tagboard’s policy to display advertising) is set forth below.

Data may be used to customize and improve your user experience on Tagboard. Efforts will be made to prevent your data from being made available to third-parties unless (1) provided for otherwise in this Privacy Policy; (2) your consent is obtained, such as when you choose to opt-in or opt-out for the sharing of data; (3) a service provided on Tagboard requires interaction with a third party, or is provided by a third party, such as an application service provider; (4) pursuant to legal action or law enforcement; (5) it is found that your use of Tagboard violates the Terms of Service, or if it is deemed reasonably necessary by Tagboard to protect legal rights and/or property; or (6) this site is purchased by a third party. In the event you choose to use links displayed on Tagboard to visit third-party websites, you are advised to read the privacy policies published on those sites.

Tagboard may set and use cookies to enhance your user experience. Advertisements may display on Tagboard and, if so, may set and access cookies on your computer. Such cookies are subject to the privacy policy of the parties providing the advertisement. Tagboard reserves the right to grant access to these cookies by third parties.

Changes may be made to this policy from time to time. While this Privacy Policy states standards for maintenance of data, and while efforts will be made to meet those standards, Tagboard is not in a position to guarantee compliance with these standards. There may be factors beyond Tagboard’s control that may result in disclosure of data. Consequently, Tagboard offers no warranties or representations as regards maintenance or non-disclosure of data.

Tagboard’s GDPR Compliance Addendum to Privacy Policy

We’re committed to partnering with Tagboard Subscribers, users and user generated content (UGC) creators to help them understand and prepare for the General Data Protection Regulation (GDPR). The GDPR is the most comprehensive EU data privacy law in decades, and goes into effect May 25, 2018.

Besides strengthening and standardizing user data privacy across the EU nations, it imposes new or additional obligations on all organizations that handle EU citizens’ personal data, regardless of where the organizations themselves are located. On this page, we explain our methods that ensure GDPR compliance, both for ourselves and for our Subscribers.

Types of Personal Data We Process

Tagboard processes relatively minimal personal data and no sensitive data. Even so, protecting our Subscribers’ information and their users’ privacy is extremely important to us. Personal data consists of any information related to an identified or identifiable data subject (natural person). Of the available personal data types, Tagboard only processes a limited subset of ‘Classic Personal Data’ and ‘Digital Personal Data.’

By continuing to use Tagboard, you consent to us processing your personal data. If you are under 16 years of age, you may not use our website unless the person who holds parental responsibility over you contacts us and consents to us processing your personal data.

Classic Personal Data

This category covers traditional personal data such as name, home address, phone number, birth date, place of birth, identification card and workplace or school. Within this category, Tagboard only stores names (to the extent that names from third party networks or social media accounts actually match a natural person or data subject’s name). The use of names is limited to account identification/recovery and system support communications.

Digital Personal Data

This category consists of data regarding a data subject or person’s digital identity such as social media accounts and their posts, email address, metadata and device ip address (in some cases). Within this category, Tagboard stores and/or processes social media account information including posts, email addresses (provided by Subscribers), metadata, and device ip addresses; however, storage and/or processing of each data type is limited to a narrow and specific use case. Email address use is limited to account identification/recovery and system support communications. Storage and processing of social media account information including social posts is at the core of Tagboards service offering; however, Tagboard by default only ingests publicly available content. This data is stored for 60 days and is only utilized for the core functionality of Tagboard’s services (redisplay to select audiences).

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