DOC1605446036.pdf

Shanon Wright

06/09/25 | 09:46 CDT

Jane Sheldon

06/11/25 | 14:49 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

CIDI LABS LLC

Contact Michael Zackrison

Sourcing Agent Mike Hendrickson Email mikez@cidilabs.com

REQUESTING DEPARTMENT

Department Contact Jane Sheldon sheldonj@unk.edu

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

DesignPLUS is tools for Canvas that provide licensee users with the ability to rapidly build course structures, style content, manipulate images, check accessibility of page content and many other capabilities inside Canvas.

DesignPLUS consists of two LTI tools - a JavaScript-based content editing tool and the CSS files necessary to support the content created with the tools.

Contract Document Document Amt Total Amt Start Date End Date Notes Yes $27,900 USD

$55000 09/01/2025

08/31/2028

N/A

COMPETITION/BID INFORMATION

Bid Number N/A Competition NCPD Approved Contract Information

N/A

INTERNAL USE ONLY

CW32511

https://s3.ariba.com/Sourcing/Main/aw?awh=r&awssk=qREVBwkMtohoJBsQ&realm=NUSystem

13894 S. Bangerter Parkway, STE 200 | Draper, UT 84020 | (385) 404-6444

University of Nebraska, Kearney University of Nebraska Kearney - DesignPLUS renewal 25-28

Cidi Labs Agreement for University of Nebraska, Kearney 2/6

AMENDMENT No. 2

TO CIDI LABS TERMS AND CONDITIONS

ENTERPRISE SAAS LICENSE AND SUPPORT

This Amendment No. 2 (“Amendment”) is made effective as of Jun 2, 2025 (the “Amendment Effective Date”), by and between Cidi Labs, LLC, a Utah limited liability company (“Cidi Labs”), and The Board of Regents of the University of Nebraska, a public body corporate and governing body of the University of Nebraska for and on behalf of its University of Nebraska -- Kearney, (“Licensee”).

WHEREAS, Licensee and Cidi Labs previously entered into that certain Cidi Labs Terms and Conditions Enterprise SaaS License and Support Agreement (including Exhibits A, B, C, D and E), executed on Dec 10, 2019 (the “Agreement”), pursuant to which Cidi Labs provides certain services, as further described therein; and

WHEREAS, the parties now wish to amend the Agreement, to among other things, provide for a renewal and extension of the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to the following:

1. Renewal/Extension. Licensee and Cidi Labs hereby agree that Exhibit F, attached hereto, shall be added to, and incorporated into, the Agreement as a new “Exhibit F” and that the term of the Agreement is extended for the period set forth in Exhibit F (the “Renewal Term”). During the Renewal Term all terms and conditions contained within the Agreement will remain unchanged and continue in full force and effect except as expressly stated otherwise herein and in Exhibit F.

2. Miscellaneous. Capitalized terms not defined in this Amendment shall have the meaning ascribed to such terms in the Agreement. In the event of any inconsistency between the Agreement and this Amendment, the terms and conditions of this Amendment will govern and control. This Amendment will be interpreted and construed in accordance with the laws of the State of Nebraska, without regard to its choice of law principles. This Amendment may be executed electronically and in counterparts, each of which will be deemed to be an original and such counterparts together will constitute one and the same instrument.

PRODUCT PROVIDE FOR

DesignPLUS – Design Tools for Canvas: these provide Licensee’s users with the ability to rapidly build course structures, style content, manipulate images, check accessibility of page content and many other capabilities inside Canvas. DesignPLUS consists of two LTI (Learning Tools Interoperability) tools, a JavaScript-based content editing tool, and the CSS and JavaScript files necessary to support the content created with the tools. Some content created using DesignPLUS inside a Canvas course depends on server calls to JavaScript and CSS files residing on Cidi Labs’ servers to properly render. All content created with these tools resides in Canvas and is owned by Licensee. This application does not access or store any student information. For proper operation, DesignPLUS requires Licensee to add lines of code to their custom CSS and JavaScript files inside Canvas.

Renewal

THE PARTIES HAVE SIGNED BELOW to indicate their acceptance of the terms of this Amendment No. 2.

3/6

Cidi Labs, LLC

The Board of Regents of the University of Nebraska, a public body corporate and governing body of the University of Nebraska for and on behalf of its University of Nebraska -- Kearney

Name Michael Zackrison Name

Title CEO Title

Signature %SSIG1% Signature %BSIG1%

Date Date 06/09/25 | 16:23 MDT

Interim VC for Business and Finance

Jane Sheldon

06/11/25 | 14:49 CDT

4/6

EXHIBIT F - Cidi Labs Application Services Order Details

University of Nebraska Kearney - DesignPLUS renewal 25-28

CUSTOMER INFORMATION ORDER INFORMATION

Customer Name: The Board of Regents of the University of Nebraska, a public body corporate and governing body of the University of Nebraska for and on behalf of its University of Nebraska -- Kearney

Proposal Number: Q-12440

Primary Contact: Timothy Bartling Contract Term (Months): 36

Email: tbartling4@nebraska.edu Term Start Date: Sep 1, 2025

Address: 905 W 25th St Term End Date: Aug 31, 2028

City: Kearney Currency: US Dollars

State: Nebraska

ZIP: 68849

Country: United States

Order Details Quantity Name Unit Price Term Start Date End Date Net Price

1 DesignPLUS $9,300.00 36 Sep 1, 2025 Aug 31, 2028 $27,900.00

Net Total: $27,900.00

Year 1 Payment Due: $9,300.00

Year 1 Payment: Year 2 Payment: Year 3 Payment: Year 4 Payment: Year 5 Payment:

$9,300.00 $9,300.00 $9,300.00 - -

If you have questions about this order please contact:

jacoba@cidilabs.com

5/6

Please email purchase orders to sales@cidilabs.com Cidi Labs Federal ID #: 37-1816981

** CONFIDENTIAL **

6/6

AMENDMENT NUMBER ONE TO

STANDARD AGREEMENT (#K20200117)

This Amendment Number One to the Standard Agreement, #K20200117, (the “Amendment”) is entered into effective the 31st day of August 2022 by and between THE BOARD OF REGENTS OF THE UNIVERSITY OF NEBRASKA, a public body corporate and agency of government of the State of Nebraska (the “University”), for and on behalf of the University of Nebraska at Kearney (“UNK”), and CiDi Labs (“Service Provider”) (individually, each a “Party” and collectively, the “Parties”).

WHEREAS, University and Service Provider desire to amend and modify the Agreement as more fully set in this Amendment;

NOW, THEREFORE, in consideration of these premises and the mutual covenants and agreements herein made and set forth, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby covenant and agree as follows:

1. Definitions. All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement.

2. Amendment of Section 8, TERM and TERM END DATE. Section 8, page 5 of the Agreement is hereby amended by extending the term of the Agreement for an additional three (3) years beginning on September 1, 2022 and ending August 31, 2025. The TERM END DATE, page 1 of the Agreement shall be amended to reflect this stated extension.

3. Amendment of Exhibit A, Cidi Labs Application Services Order Details. Exhibit

A, page 10 of the Agreement is hereby amended by adding Attachment A to reflect the yearly subscription fees to be paid by the University for the aforementioned additional three (3) year extension of the Agreement.

4. Ratification. Except as expressly amended herein, the parties hereby ratify and approve all the other terms and conditions of the Agreement.

IN WITNESS WHEREOF, University and Service Provider have duly executed this Amendment as of ______________________.

BOARD OF REGENTS OF THE Cidi Labs

UNIVERSITY OF NEBRASKA

By: ____________________________ By: ____________________________

Date: __________________________ Date: ___________________________ 04/13/22 | 10:24 CDT04/13/22 | 11:07 CDT

04/13/22 | 11:07 CDT

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Attachment A

This Agreement sets forth the terms between The Board of Regents of the University of Nebraska for and on behalf of the University of

Nebraska at Kearney having an address at 3835 Holdrege Street, Lincoln, NE 68583 (the ³UQLYeUVLW\´) aQd WKe SeUYLce PURYLdeU ZLWK UeJaUd WR the performance of the services contemplated herein. Any notice to either party shall be in writing and shall be served in person, by electronic mail, or by certified mail, addressed to the individuals listed below.

AGREEMENT REFERENCE NUMBER: _______________ VENDOR NUMBER: _________

CONTRACT TOTAL DOLLAR AMOUNT TERM START DATE TERM END DATE

SERVICE PROVIDER:

SERVICE PROVIDER INFORMATION SERVICE PROVIDER¶S AGENT INFORMATION (if applicable) Contact: Name:

Address: Address:

City, State, Zip: City, State, Zip:

Phone: Phone:

Email: Email:

UNIVERSITY DEPARTMENT:

UNIVERSITY DEPARTMENT INFORMATION UNIVERSITY BUSINESS OFFICE INFORMATION

Contact: Contact: Michael Christen

Address: Address: 2504 9th Avenue

City, State, Zip: City, State, Zip: Kearney, Nebraska 68849

Phone: Phone: (308) 865-8448

Email: Email: contracts@unk.edu

UNIVERSITY DEPARTMENT HEAD APPROVAL (If applicable)

Printed Name Signature

SOURCES OF UNIVERSITY FUNDING

COST OBJECT NAME COST OBJECT

NUMBER

COMMITTED

BUDGET RESPONSIBLE INDIVIDUAL APPROVAL SIGNATURE

ACCEPTED BY:

FULL LEGAL NAME OF THE

SERVICE PROVIDER

THE BOARD OF REGENTS OF THE UNIVERSITY

OF NEBRASKA (THE UNIVERSITY)

Signature: Signature:

Printed Name:

Printed Name:

Printed Name: Title: Title:

Date: Date:

The above signed represents that they are a representative authorized to sign on behalf of the Service Provider and to enter into this Agreement. Upon completion of this Agreement, there may be additional documentation, including tax forms, which will need to be completed to ensure proper and timely payment to the Service Provider for services stated here within.

I affirm that I am authorized to sign on behalf of ³The UniversiW\´ pursuant to the bylaws of the Board of Regents of the University of Nebraska, Executive Memorandum No. 14 and other respective campus policies. Any person signing a University contract without proper authorization may be subject to disciplinary action, including dismissal.

DocuSign Envelope ID: CB2F8677-BA13-4BAE-8160-45CF607218CB

8/31/2019

Salt Lake City, UT

5226100200 eCampus

CiDi Labs

9/1/2019

55 W 900 S

Gloria Vavricka21,735

308-865-8390

385-404-2434 vavrickag@unk.edu

Kearney, NE 68849

$21,735 mikez@cidilabs.com eCampus Distance Fees

Mike Zackrison

Gloria Vavricka 1910 University Dr. CMCT 302

------ 2022

See Attached

220694

See Attached

K20200117

Cidi Labs Terms and Conditions Enterprise SaaS License and Support

This Agreement sets forth the terms between The Board of Regents of the University of Nebraska a public body corporate and governing body of the University of Nebraska for and on behalf of its University of Nebraska ± Kearne\ (³Licensee´, ³You´ or ³Your´), having an address at 3835 Holdrege Street, Lincoln, NE 68583 (the ³Universit\´) and Cidi Labs, LLC, having an address at 55 W 900 Street, Salt Lake Cit\, UT, 84101 (³Cidi Labs´, ³We´, ³Our´, or ³Us´).

The use by University of Nebraska - Kearne\ of Cidi Labs, LLC¶s Software-as-a- Service (³SaaS´) Applications (³Software,´ or ³Application Services´), is expressl\ conditioned on each parties¶ acceptance of the following terms and conditions including Exhibits A, B, and C (collectivel\ the ³Agreement´ or ³Terms´):

1. DESCRIPTION OF SERVICE(S)

Cidi Labs provides the following Application Services that integrate with and enhance the Canvas Learning Management S\stem (LMS) (³Canvas´). The Application Services marked (³X´) below are covered b\ this Enterprise SaaS License and Support Agreement and the terms and conditions outlined herein. Cidi Labs Application Services include:

X DesignPLUS ± Design Tools for Canvas: these provide Licensee¶s users with the ability to rapidly build course structures, style content, manipulate images, check accessibility of page content and many other capabilities inside Canvas. DesignPLUS consists of two LTI (Learning Tools Interoperability) tools, a JavaScript-based content editing tool, and the CSS and JavaScript files necessary to support the content created with the tools. Some content created using DesignPLUS inside a Canvas course depends on server calls to JavaScript and CSS files residing on Cidi Labs¶ servers to properl\ render. All content created with these tools resides in Canvas and is owned by Licensee. This application does not access or store any student information. For proper operation, DesignPLUS requires Licensee to add lines of code to their custom CSS and JavaScript files inside Canvas.

The specific services to be delivered by Cidi Labs are defined in Exhibits A, B, and C.

2. BILLING POLICIES

Payment for Software-as-a-Service (SaaS) is billed annually and due in advance. Second and subsequent year invoices for multiyear agreements are generated up to sixty (60) days prior to the first da\ of the calendar month for which this Agreement¶s term begins (as defined in Exhibit A). All payments are due within thirty (30) days of invoice receipt by Licensee. If payment is not received within sixty (60) days of invoice receipt by Licensee, Cidi Labs reserves the right to suspend access to Application Services.

DocuSign Envelope ID: CB2F8677-BA13-4BAE-8160-45CF607218CB

Payments for Application Services made after sixty (60) days of invoice receipt by Licensee are considered delinquent and, to the extent allowed by law, may be subject to reasonable interest, collection, and legal fees.

Licensee agrees to pay Cidi Labs for all charges agreed to per this Agreement. Licensee acknowledges that no full or partial refund of implementation fees or the initial or current \ear¶s license fee will be given if Application Services are canceled, unless cancelled due to breach.

Cidi Labs reserves the right to change the prices, terms, and conditions of Application Services at the conclusion of this Agreement¶s initial term (as defined in Exhibit A). Cidi Labs agrees to negotiate follow- on contracts for support in good faith.

Renewal of this Agreement is not automatic, and as such any changes or extensions will not be effective absent the execution of an addendum to this Agreement or a replacement agreement.

3. SERVICE LEVEL GUARANTEE

The following Cidi Labs service guarantees are made to Licensee while operating under a SaaS License:

A. Application Services Availability: Network connections between an operating Cidi

Labs Application and the Internet will be available to the Licensee free of interruptions 99.9% of the time, not including downtime incurred during normal or scheduled maintenance windows (as defined in Exhibit C). For the purposes of calculating the 99.9% figure, time from unused maintenance windows cannot be used to offset downtime that occurs outside the parameters of Section 15.

B. Interruptions: In the event a Licensee experiences an Application Services interruption for more than thirty (30) consecutive minutes and is unable to transmit and receive information from the Software system, and Licensee notifies Cidi Labs immediately of such event and Cidi Labs determines that such interruption was caused by Cidi Labs¶ inabilit\ to provide Application Services for reasons within Cidi Labs¶ control and not as a result of an\ actions or inactions of Licensee¶s equipment or an\ third parties (including failure of Canvas or third-party equipment), and such inability is not a result of standard scheduled maintenance of Application Services, Cidi Labs will, upon Licensee¶s request, credit Licensee¶s account with a pro-rated amount of the total annual licensing cost equivalent to two hundred percent (200%) of the length of the interruption that exceeds the parameters set forth in Section 3A. Licensee credit may not exceed the pro- rated amount equivalent to one month¶s fees of the respective Application Services in any single calendar month.

4. SECURITY

Cidi Labs Application Services integrate with Canvas and therefore rel\ on Canvas¶ authentication services for user authorization and authentication. Users access Application Services exclusively through Canvas. Cidi Labs Application Services use LTI and the OAuth2 protocol to authenticate and allow users to perform actions within the Software, without obtaining the user¶s password. The Software stores the following information on a server that is secured by an authentication scheme and a firewall: (1) encrypted user OAuth credentials,

(2) application logs that include user domain, page url, browser information, error details, and

(3) institution identifiers and LTI credentials. The Software does not collect any student information as this data is not required for the Software to operate. Cidi Labs makes available in its support portal detailed descriptions of all Canvas API endpoints utilized and data accessed, stored or pushed to Canvas by the Software. Physical and electronic measures ensure that no outside unauthorized access can be obtained to Cidi Labs servers.

Licensee acknowledges and agrees that, due to the inherent qualities of the Internet, Cidi Labs cannot prevent and, therefore, is not responsible for security breaches unrelated to its providing of the Software, nor is Cidi Labs responsible for Licensee¶s failure to maintain the confidentialit\ of Licensee¶s Canvas account information and/or passwords. Furthermore, Licensee is entirel\ responsible for an\ and all activities that occur under Licensee¶s account.

Each party agrees to immediately notify the other of any unauthorized use of accounts or any other known breach of security. Licensee is responsible for maintaining the confidentiality of Licensee¶s LTI consumer ke\s and secrets, and is full\ responsible for all activities that occur under Licensee¶s accounts. Licensee agrees to (a) immediatel\ notif\ Cidi Labs of an\ unauthori]ed use of Licensee¶s accounts involving the Software or any other known breach of security involving the Software, and (b) make good- faith efforts to ensure that Licensee¶s users exit (logout) from Licensee¶s Canvas account at the end of each session.

Licensee agrees that Cidi Labs is not liable for an\ loss or damage arising from Licensee¶s failure to comply with the paragraph above.

5. LICENSEE CONDUCT

Some Cidi Labs Application Services help users create content in Canvas. Licensee agrees that content created with Applications Services is the sole responsibility of the person from which such Licensee content originated. Licensee, and not Cidi Labs, is entirely responsible for all Licensee content that is created or updated via Application Services. Cidi Labs does not control the Licensee content created via Application Services and, as such, does not guarantee the accuracy, integrity, or quality of such Licensee content. Under no circumstances will Cidi Labs be liable in any way for any Licensee content, including, but not limited to, any errors or omissions in any Licensee content, any accessibility issues that violate web content ility laws present in Licensee content, or for any loss or damage of any kind incurred as a result of the use of any Licensee content created, published, or otherwise updated via Application Services. Licensee agrees to use Application Services in a manner consistent with any and all applicable laws and regulations. Specifically, Licensee agrees not to use Application Services for any unlawful, offensive, harassing, or deceitful purpose.

Transmission of material, information, or software in violation of any local, state, or federal law is prohibited and is a breach of these Terms.

6. INDEMNITY

To the extent allowed by law, each party agrees to indemnify and hold the other (including its subsidiaries, affiliates, officers, agents, partners, and employees) harmless from any claim or demand, including reasonable attorne\¶s fees, made b\ an\ third part\ due to or arising out of material that Licensee creates or updates with Application Services, Licensee¶s use of Application Services, either part\¶s violation of these Terms or of an\ rights of another, or Cidi Labs¶ providing of Application Services.

7. NO RESALE OF CIDI LABS APPLICATION SERVICES

Cidi Labs grants Licensee a limited, non-exclusive, non-transferable, revocable license to use Application Services only for its stated purposes. As a licensee of Application Services, Licensee may not rent, lease, grant a security interest in, sell, resell, or otherwise transfer any rights Licensee has in the use of Application Services. Licensee further agrees not to reproduce, duplicate, copy, or exploit for any commercial purposes, any portion of Application Services, use of Application Services, or access to Application Services.

Under the license described in the previous paragraph, Licensee is prohibited from modifying, translating, disassembling, decompiling, or reverse engineering or otherwise attempting to derive the source code for the operation of Cidi Labs Application Services or creating derivative works based on Cidi Labs Software or parts of the Software. For purposes of these Terms, ³reverse engineering´ shall mean the examination or anal\sis of Application Services to determine its source code, structure, organization, internal design, algorithms, or encryption devices.

The preceding paragraph does not apply to UDOIT Cloud since its source code is open source.

8. TERM

The term of this agreement shall begin on the date fully executed and remain in place for three (3) years.

9. TERMINATION OF AGREEMENT

Single-year agreements automatically terminate at the Term End Date defined in Exhibit A.

Continuation of Application Services is subject to current rates at the time of the new contract agreement.

Prepaid or annually invoiced, multiyear agreements automatically terminate at the Term End Date defined in Exhibit A. Renewal of such agreements is not automatic and will be done only by either (1) the execution of an addendum to this Agreement prior to the end of the subscription term; or (2) a replacement agreement.

Any duly executed agreement may be terminated by either party immediately upon written notice in the event that the other materially breaches the terms of this Agreement.

Additionally, either party may terminate this Agreement for its convenience upon sixty (60) days prior written notice to the other party. In such an event, the terminating party shall have the right to terminate this Agreement and all other orders forthwith. Cidi Labs will not refund any subscription fees unless Cidi Labs is in breach of this Agreement.

Upon any termination of this Agreement, Licensee shall cease all use of the Application Services b\ disabling the Application Services¶ Canvas integration and take such other actions that Cidi Labs may reasonably request in writing to ensure that access to Application Services is terminated. All Licensee data, including any archived, backup, or offline copies, will be deleted from Cidi Labs¶ servers and archives within 90 da\s after termination of Agreement.

10. FORCE MAJEURE

Neither party shall be responsible for failure to perform under these Terms when its failure results from any of the following causes: acts of God or public enemies, war, insurrection or riot, fire, flood, explosion, earthquake or serious accident, strike, labor trouble or work interruption external to that party, or any cause beyond its reasonable control.

11. CIDI LABS¶ PROPRIETARY RIGHTS

Licensee acknowledges and agrees that Cidi Labs Application Services and any necessary software used in connection with its Application Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by Cidi Labs, or its partners, Licensee agrees not to modify, rent, lease, loan, sell, distribute or create derivative works based on Cidi Labs Application Services, in whole or in part. Licensee agrees not to access Application Services by any means other than through the interface that is provided by Cidi Labs for use in accessing its Application Services.

12. DISCLAIMER OF WARRANTY

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE APPLICATION

SERVICES ARE PROVIDED ³AS IS´ WITHOUT WARRANTY OF ANY KIND, ORAL,

WRITTEN, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,

WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A

PARTICULAR PURPOSE. LICENSEE BEARS ALL RISK RELATING TO QUALITY AND

PERFORMANCE OF THE APPLICATION SERVICES. WITHOUT LIMITING THE

FOREGOING, CIDI LABS DOES NOT WARRANT THAT ALL ERRORS CAN BE

CORRECTED, OR THAT OPERATION OF THE APPLICATION SERVICES SHALL BE

UNINTERRUPTED OR ERROR-FREE, PARTICULARLY DUE TO THE RELIANCE OF

APPLICATION SERVICES UPON CANVAS AND THE CANVAS API, OVER WHICH CIDI

LABS HAS NO CONTROL.

Because some states may not allow the exclusion of implied warranties, such limitation may not apply in its entirety to Licensee.

13. LIMITATION OF LIABILITY

IN NO EVENT WILL CIDI LABS, ITS SUPPLIERS, SHAREHOLDERS, OFFICERS,

EMPLOYEES OR AGENTS BE LIABLE FOR ANY LOST PROFITS, INDIRECT,

INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING

DAMAGES DUE TO LOSS OF DATA OR GOODWILL, ARISING OUT OF THIS

AGREEMENT OR THE USE OF OR RELIANCE UPON THE APPLICATION SERVICES,

EVEN IF CIDI LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN

NO EVENT SHALL CIDI LABS BE LIABLE FOR PROCUREMENT COSTS OF

SUBSTITUTE PRODUCTS OR SERVICES OR ANY UNAUTHORIZED USE OR MISUSE

OF ANY APPLICATION SERVICES, EXCEPT IN THE CASE OF CIDI LABS¶ WILLFUL

MISCONDUCT WITH RESPECT TO SUCH USE OR MISUSE. LICENSEE ASSUMES

RESPONSIBILITY FOR THE USE AND RESULTS OBTAINED FROM THE APPLICATION

SERVICES. UNDER NO CIRCUMSTANCES WILL CIDI LABS¶ TOTAL LIABILITY OF ANY

KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT

LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS

OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR

OTHERWISE, EXCEED 5x THE TOTAL AMOUNT PAID BY LICENSEE TO CIDI DURING

THE IMMEDIATELY PRECEDING TWELVE-MONTH PERIOD (DETERMINED AS OF THE

DATA OF ANY FINAL JUDGMENT IN AN ACTION). THE PARTIES AGREE THAT THIS

SECTION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE

ANY FAILURE OF CONSIDERATION OR OF AN EXLUSIVE REMEDY. THE PARTIES

ACKNOWLEDGE THAT THE PRICES HAVE BEEN SET AND THE AGREEMENT

ENTERED INTO IN RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL

SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE

PARTIES. BECAUSE SOME STATES MAY NOT ALLOW THE EXCLUSION OR

LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SUCH LIMITATIONS

MAY NOT APPLY TO LICENSEE.

13. MODIFICATION

Modifications and additions to any part of this Agreement may be made only via amendments or addendums that have been fully-executed (via signatures) by both parties.

14. CONFIDENTIAL INFORMATION

Obligations: Each part\ will: (1) protect the other part\¶s Confidential Information with the same standard of care it uses to protect its own Confidential Information; and (2) not disclose the Confidential Information, except to affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential. Each party (and any affiliates, employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill its obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its affiliates, employees, and agents in violation of this Section.

Exceptions: Confidential Information does not include information that: (1) the recipient of the Confidential Information already knew; (2) becomes public through no fault of the recipient; (3) was independently developed by the recipient; or (4) was rightfully given to the recipient by another party.

Required Disclosure: Each part\ ma\ disclose the other part\¶s Confidential Information when required by law but only after it, if legally permissible: (1) uses commercially reasonable efforts to notify the other party; and (2) gives the other party the chance to challenge the disclosure.

15. TRADEMARK AND COPYRIGHT INFORMATION

Cidi Labs, the Cidi Labs logo, and other Cidi Labs logos and product names are trademarks of Cidi Labs (the ³Cidi Labs Marks´) or are used b\ Cidi Labs through license agreements with the respective trademark owners. Without Cidi Labs¶ prior permission Licensee agrees not to display or use, in any manner, the Cidi Labs Marks except as provided within Application Services.

Licensee, Licensee¶s logos, t\pographic representation of Licensee¶s name(s), and other Licensee marks and names are trademarks of Licensee (the ³Licensee Marks´). Without Licensee¶s express written consent, Cidi Labs agrees not to displa\ or use, in an\ manner, the Licensee Marks except as is necessary to provide the services described in Section 1.

16. SCHEDULED MAINTENANCE

To ensure optimal performance of Application Services, Cidi Labs reserves a period of time to conduct routine maintenance. The schedule of routine maintenance is published on our support portal and more details are included in Support Services Guidelines (Exhibit B).

Maintenance performed outside the regularly scheduled window and absence the advanced notifications outlined in Exhibit B will be considered unscheduled and will count against the guarantees set forth in Section 3.

From time to time, Cidi Labs selects candidates from its Licensee list with whom it wishes to announce a business relationship or generate a joint press release. Should Licensee be so selected, Licensee shall have an opportunity to review and approve each press release prior to its issuance. Licensee¶s approval shall not be unreasonabl\ withheld or delayed.

17. SURVIVABILITY

The provisions of Sections 2, 6, 12, 13, and 14 of this Agreement shall survive its termination by either party.

Any/all other provisions associated with this Agreement shall expire at the conclusion of the term defined in Exhibit A absent the execution of extension(s) as allowed for in Section 8.

18. GENERAL INFORMATION

These Terms, Appendix A, Addendum #1, and any Exhibits referenced within constitute the entire agreement between Licensee and Cidi Labs and govern Licensee¶s use of Application Services and supersede any prior agreements between Licensee and Cidi Labs. Licensee also may be subject to additional terms and conditions that may apply when Licensee uses affiliate services, third-party content or third-party software. The failure of Cidi Labs to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is founded by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties¶ intention as reflected in the provision, and the other provisions of these Terms remain in full force and cause of action arising out of or related to use of Application Services or these Terms must be filed within three (3) years after such claim or cause of action arose or be forever barred. The section titles in the agreement are solely used for the convenience of the parties and have no legal or contractual significance. Cidi Labs provides Cidi Design Tools to Licensee subject to these Terms. Unless explicitly stated otherwise, any new feature that augments or enhances current versions of Application Services, including subsequent releases of Application Services, shall be subject to these same Terms.

AGREED AND ACCEPTED BY:

The signatories below are officers of their respective organizations and each has the approval and authority to make this intent on behalf of the organization:

Cidi Labs: Board of Regents of the University of Nebraska:

Signature Signature

Printed Name Printed Name

Title Title

Date Date

Mike Zackrison

12/09/2019 | 4:15 PM CST

CEO

Scott Benson

12/10/2019 | 12:31 PM CST

Director of Procurement

EXHIBIT A ± Cidi Labs Application Services Order Details

55 W 900 S Salt Lake City, UT

84101 USA

(385) 404-2434

Order Number: O-19-0937

Term Start Date: 9/1/2019

Term End Date: 8/31/2022

Order Details:

Name: Gloria Vavricka

Organization: University of Nebraska Kearney Subscription Term: 3 YR pd annually

Address: Payment Terms: Net 30

Email: vavrickag@unk.edu Currency: USD

Phone:

QTY ITEM DESCRIPTION UNIT PRICE EXTENDED

SaaS subscription to use Cidi Design Tools which include the Design Tools, Multi-tool, and

Upload/Embed Image LTI tool. SaaS

YR 1: Annual Design Tools Subscription agreement for FTE between 3500-5999;

includes 50% discount $4,485 $4,485

SaaS subscription to use Cidi Design Tools which include the Design Tools, Multi-tool, and

Upload/Embed Image LTI tool. SaaS

YR 2: Annual Design Tools Subscription agreement for FTE between 3500-5999;

includes 25% discount $6,728 $6,728

SaaS subscription to use Cidi Design Tools which include the Design Tools, Multi-tool, and

Upload/Embed Image LTI tool. SaaS

YR 3: Annual Design Tools Subscription agreement for FTE between 3500-5999;

includes 5% discount $8,522 $8,522

One-time fee for BASIC implementation, Implementation Services configuration and training services.

DesignPLUS $2,000 $2,000

Total: $21,735.00

Payment Schedule:

Year 1 Year 2 Year 3

$6,485 $6,728 $8,522

If you have questions about this order please contact: Mike Zackrison at mikez@cidilabs.com

Please email purchase orders to sales@cidilabs.com Cidi Labs Federal

ID #: 37-1816981

EXHIBIT B ± Support Services Guidelines

SUPPORT SERVICES GUIDELINES

The following support services guidelines (³Guidelines´) describe the support services available under the Enterprise SaaS License and Support Agreement.

For purposes of these Guidelines, the term ³Application Services´ will mean the DesignPlus software program provided b\ Cidi Labs on a ³software as a service´ basis.

Capitalized terms used in these Guidelines and not defined in the text are defined below under ³Definitions.´

DEFINITIONS

For the purpose of these Guidelines, the capitalized terms below will have the following meanings: ³Cidi Labs Support Staff´ means the Cidi Labs representatives responsible for handling Requests. ³Designated Representative´ means designated customer administrators and support representatives.

³End User´ will mean an\ of \our facult\ members, students, staff, emplo\ees, or agents whom you have authorized to access and use the Application Services on your behalf in accordance with this Agreement.

³Feature Request´ means a Request b\ a Designated Representative to incorporate a new feature or enhance an existing feature of the Application Services that is currently not available.

³Normal Business Hours´ means the standard hours of operation for Cidi Labs support staff, excluding weekends and holidays as documented on our support portal. Generally, these hours are Monday ± Friday, 8 AM to 5 PM Mountain Time.

³Priorit\´ means the classification of a customer¶s Request and is used to establish target response times. Cidi Labs Priority levels are:

● Urgent ± Service Unusable

● High ± Service Severely Impaired

● Normal ± Service Partially Impaired

● Low ± Service Fully Usable

³Request´ means a request from Customer to Cidi Labs Support Staff for technical support to resolve a question or problem report regarding Cidi Labs Application Services.

³Service Unusable´ is an\ situation where Customer is unable to access or use the

Application Services for the majority of its End Users. Customers must identify a Request as Service Unusable by designating it as an Urgent Priority support Request.

³Standard Request´ means a Request made b\ Customer to Cidi Labs that is not a Service Unusable Request of Feature Request.

³Support Incident´ means a single request for assistance to resolve one Request.

³Support Services´ means our normal provision of advice, direction and support via email and telephone regarding Application Services and which shall be provided in the English language.

USE OF CIDI LABS SUPPORT SERVICES

Our Responsibilities

We will use commercially reasonable efforts to: (1) provide our Support Services as described in these Guidelines for You during Normal Business Hours* (Monday thru Friday, 8 AM to 5 PM Mountain Time);

(2) respond to Your Requests within the target response times; (3) keep Cidi Labs Application Services up to date; (4) and provide current and relevant online self-help tools for End Users and administrators.

*Please note that we intend to offer 24/7/365 support in the future, but this is not currently available.

Your Responsibilities

You shall (1) be responsible for End Users¶ compliance with the Enterprise SaaS License and Support Agreement; (2) use reasonable efforts to fix any error, configuration problem, malfunction, or network connectivity issue without escalation to Cidi Labs; (3) and work collaboratively with Cidi Labs Support Staff to resolve Requests by providing timely responses to inquiries from Cidi Labs Support Staff.

We will not be able to resolve all Requests

We do try, but we will not be able to provide answers to, or resolve all Requests.

Services Not Provided as Part of our Support Services

Some services are not provided as part of our Support Services and may require a separate services engagement. Examples include:

● Migration issues

● Improper usage of the Application Services

● Requests for integration with 3rd party services

● Unsupported changes to the configuration

● Provision of patches to resolve non-Urgent issues

● Assistance with understanding CSS, HTML, JavaScript, LTI and other key technologies related to Application Services

● Issues known by Us not to be related to the Application Service itself

● Development of themes or templates

CUSTOMER¶S DESIGNATED REPRESENTATIVES

You may designate up to five (5) individuals for the purposes of Requesting support, and may designate substitute personnel by providing Us notice. These Designated Representatives should be staff members that have been trained as Application Service administrators.

Your Designated Representatives are managed in Cidi Labs¶ support portal found at http://support.cidilabs.com and will have the ability to initiate support Requests as described in these Guidelines. Your Designated Representatives should set up an account in the support portal.

SUPPORT REQUESTS

You can contact Us with a Request for support anytime through the Cidi Labs support portal, or by emailing support@cidilabs.com, and by phone during Normal Business Hours. Each Request submitted by email or through our online support portal will generate a unique Support Case. If You initiate the Request by phone we will create the Support Case for You.

You will receive an acknowledgement immediately, and can monitor progress through the support portal. Once a Support Case has been initiated, You can provide updates and additional information via email.

You designate the priority of each Request. Upon receiving a Request from Your Designated Representative, We will begin evaluating the Request and will respond within the target response time for the designated priority level. We reserve the right to reclassify the Priority Designation of a Request if We believe that the designation is incorrect. We will inform You of any change, and You may appeal any reclassification.

Our Target Initial Response Times depend on the designated Priority of a Request. Urgent priority support Requests are responded to with a target initial response time of 30 minutes and are responded to 24x5 (Mon.-Fri.; we¶ll do our best on weekends until we move to a 24/7/365 offering). High priority support Requests are responded to with a target initial response time of one hour. Normal and Low priority support Requests are responded to during Normal Business Hours.

Our approach to Resolution depends on the designated Priority of a Request. We will use commercially reasonable means to resolve Service Unusable (Urgent) Requests as quickly as possible and will keep you informed every 30 minutes until the Service has been restored, unless you agree to lesser frequency. For High, Normal, and Low Priority support Requests we will use a commercially reasonable effort until the Request is resolved.

You can make Feature Requests of Us. If Cidi Labs deems a Request as a Feature Request, We will add the Request to Our product backlog to prioritize for consideration in a future update or release of the Application Services and will consider the Request as resolved. Cidi

Labs is not obligated to include any such Feature Request in future updates or releases.

We provide Support for Your End Users solely through self help mechanisms such as the support portal knowledgebase, online help systems, and community forums which are accessible through the Cidi Labs website: www.cidilabs.com, or such URL as Cidi Labs may provide. You are responsible for responding to any questions and requests by End Users or other third parties relating to Your use, or Your End Users¶ use of the Services, with such support services to be provided at Your own expense.

SCHEDULED MAINTENANCE

To ensure optimal performance of the Application Services, Cidi Labs reserves a period of time to conduct routine maintenance. The schedule of routine maintenance is published on our support portal.

In most cases, Maintenance will have limited or no negative impact on the availability and functionality of the Application Services. If Cidi Labs expects planned Maintenance to negatively affect the availability or functionality of the Services, Cidi Labs will use commercially reasonable efforts to provide at least seven da\s¶ advance notice of the Maintenance. In addition, Cidi Labs may perform emergency unscheduled Maintenance at any time. If Cidi Labs expects such emergency unscheduled Maintenance to negatively affect the availability or functionality of the Services, Cidi Labs will use commercially reasonable efforts to provide advance notice of such Maintenance.

There will always be a need for routine updates. If you report a bug that requires code modification to resolve, that fix will be included in a future product release.

GENERAL PROVISIONS

Cidi Labs may update these guidelines from time to time and we will notify You any time we make a change. Notifications will be made to the contact listed in Section 12 of the Enterprise SaaS License and Support Agreement.

We will provide all support in the English language.

Term of Support. Cidi Labs will provide the support services described in these Guidelines during the Term of the Enterprise SaaS License and Support Agreement and will have no obligation to provide any Support Services to You after the expiration or termination of the Agreement.

EXHIBIT C ± Implementation and Training Services

STATEMENT OF WORK

Cidi Labs will activate Application Services in its cloud environment. Once activated in your Production instance of Canvas, Application Services will be available in Production, Test and Beta Canvas instances. In addition, we will provide an onboarding experience to help you quickly benefit from your Application Services.

Onboarding Services

In order to help you successfully get started with Cidi Labs Application Services, Cidi Labs will provide the following:

Standard One-Time Services

All standard services are delivered virtually through the use of conferencing and screen-sharing applications and are recorded for your reference. There are options available for these services to be delivered through personalized appointments or through our cohort/group training schedule.

Generally, each Implementation and training package (regardless of Application Services) includes:

● Installation Call ± Cidi Labs activates your Application Services in our SaaS environment and installs them in your Production Canvas instance.

● Functional User Training, Basic Features ± Cidi Labs will train users on the basic set of features and functionality included in the Application Service.

● Functional User Training, Advanced Features ± Cidi Labs will train users on the advanced set of features and functionality included in the Application Service (note:

not all Application Services require Advanced training).

● Administrator Training ± Cidi Labs instructs you on how to configure and customize Application Services for your institutional use.

● Project Management ± Cidi Labs will coordinate the delivery of these One-Time Services.

Check-In

A Cidi Labs representative will check-in with your Cidi Labs administrator within 60 to 90 days from launch to review your progress and provide pro-active deployment support. This check-in may include the following optional training:

● Optional Follow Up Training ± Cidi Labs will conduct a 1-2 hour web-based follow up training that covers the topics you would like to explore in more depth now that you have some experience using the Application Services.

Appendix A ± UNIVERSITY OF NEBRASKA TECHNOLOGY Software/Services Standardized Agreement Language

Introduction

The purpose of this document is to incorporate specific terms and conditions pertinent to technology at the University of Nebraska. This document addresses select topics of particular importance to Information Technolog\ Services (³ITS´) in order to be compliant with Board of Regents Policies, as well as Nebraska State laws.

1. PILOT PROGRAM

ITS, at its sole discretion, may elect to conduct trial programs and/or proof of concepts under this Agreement (³Pilot Program´). If, after conducting a trial or proof of concept, ITS elects to continue with the full deployment, negotiations between ITS and the Service Provider regarding the requirements of the full deployment including all applicable royalties, fees, work plan, and appropriate timeline will occur. ITS makes no guarantee that such negotiations will occur. There may be fees related to the Pilot Program which will be negotiated between Service Provider and ITS on a case by case basis.

2. OWNERSHIP AND PROPRIETARY RIGHTS

2.1 Service Provider owns and retains all right, title and interest in Service Provider-Owned

Materials. ITS owns and retains all right, title and interest in ITS¶s Owned Materials. ITS Students own and retain all right, title and interest in ITS Student-Owned Material. ITS acknowledges and agrees that, unless otherwise agreed by Service Provider in writing, Service Provider is the sole and exclusive owner of all rights, including but not limited to all patent rights, copyrights, trade secrets, trademarks, and other proprietary rights in the systems, programs, specifications, user documentation, and other Service Provider- Owned Materials used by Service Provider in the course of its provision of services hereunder. ITS also acknowledges and agrees that in entering into this Agreement, ITS acquires no ownership rights in Service Provider-Owned Materials. ITS shall not copy, transfer, sell, distribute, assign, display, or otherwise make Service Provider-Owned Materials available to third parties. Service Provider acquires no rights of ownership in or to the ITS owned Materials or the Student-Owned Materials; or anything that is provided to Service Provider by ITS, including but not limited to business processes, software and related documentation. Any modifications or enhancements to the ITS Owned Materials or the Student-Owned Materials including those suggested or implemented by Service Provider, shall belong to ITS. Service Provider agrees that its rights to use any such materials or data provided by ITS, including all ITS-owned Materials is limited to such use as is necessary to permit Service Provider to perform Services and obligations in this Agreement.

2.2 ITS has the responsibility for providing Service Provider with the copyright notice language to appear on websites, delivered course content and/or assessments, and on any related practice and/or demonstration materials. Service Provider will have the responsibility for ensuring that the copyright notice language provided to Service Provider by ITS will appear as provided on any applicable materials. Any copyright notice language or other language acknowledging Service Provider¶s ownership or other legal rights of Service Provider which appears on websites, course content and/or assessments, and in any practice and/or demonstrational materials will be limited to such language as is necessary to protect Service Provider's legal rights.