DOC1623880167.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): ______________________________________

VALD Group $217,698.72

Matt Thome

Kristen Brown

Vald is our current force decks and subscription provider. The additional force decks will be added to our current quantity and used by multiple sports.

The proprietary software is necessary for our team to conduct accurate testing and recording. This agreement will combine our dept. Vald agreements.

06/02/2025 | 13:00 CDT

06/02/2025 | 13:45 CDT

06/23/25 | 14:04 CDT

Shanon Wright

06/26/25 | 13:42 CDT

Doug Carlson

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 VALD Group Inc Contact Chris Rowe

Sourcing Agent Alex Caruso Email chris@vald.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)

Combining all Vald agreements within the athletic department. Vald is our current force decks and subscription provider. It is propietary software that is necessary for our teams to conduct accurate testing and recording.

Contract Document Document Amt Total Amt Start Date End Date Notes

CW32490 $217,699.00 9/1/2025 9/1/2028

COMPETITION/BID INFORMATION

Bid Number N/A

Competition NCPD Approved

Contract Information

N/A

INTERNAL USE ONLY

CW32490

Subscription Agreement This agreement is between the Client listed in the Schedule (‘you’, ‘your’ or ‘Client') and the VALD entity listed in the Schedule (‘VALD’). VALD is a member of ‘VALD Group’, which in addition to VALD includes VALD’s subsidiaries, parent entities and any subsidiaries of those parent entities.

Please read this agreement carefully. This agreement governs your use of VALD’s technology solutions (your

‘Subscription'). Your Subscription includes the equipment set out in the Schedule (‘Equipment’) and/or the software either associated with the Equipment or as specified in the Schedule (‘Software’). This agreement also sets out the terms for your purchase of accessories (if any) for the Equipment as set out in the Schedule

(‘Accessories’).

This document (including the agreement details schedule (‘Schedule’)), along with VALD’s privacy policy attached)(‘Privacy Policy’) and the NU Legal and Policy Compliance Addendum form the agreement between you and VALD. You agree to be bound by the terms of this agreement from the date that you sign, or the date that you start using your Subscription, whichever is earlier.

1 SUBSCRIPTION

(a) Your Subscription:

(i) commences on the Commencement Date set out in the Schedule; and

(ii) ends on the earlier of the Expiry Date or the date that this agreement is terminated under clause 9, (that period from commencement until the agreement ends is the ‘Subscription Period’).

(b) The ‘Expiry Date’ will initially be the date listed in the Schedule, but that date may extend by the initial Subscription Period, with written agreement of Both Parties and continue to extend by the initial Subscription Period.

(c) When the Subscription Period ends, all Fees for the period prior to the agreement ending become immediately payable to VALD, your Subscription ends and your right to use the Equipment and/ or Software immediately ceases, and the Equipment must be returned. You must return the Equipment within seven days of the agreement ending to a location reasonably directed by VALD.

2 EQUIPMENT

2.1 Delivery

Unless otherwise agreed by VALD, once you pay the Delivery Fees set out in the Schedule, VALD will arrange for the Equipment (and any Accessories) to be delivered to you at the address you notify in writing.

2.2 Licence and ownership

(a) Subject to your compliance with this agreement, VALD grants you a non-exclusive, worldwide, revocable, non-transferable and non-sublicensable limited licence to use the Equipment in accordance with this agreement during the Subscription Period.

(b) Except for the foregoing licence, no right, title or interest in the Equipment is transferred to you. Title in and all other legal and beneficial interests in and to the Equipment remain solely the property of VALD or a member of VALD Group. You do not have a right or option to purchase the Equipment. VALD Group may encumber the Equipment in favour of any person at its discretion without notice.

(c) You must not, and you must take all reasonable steps to ensure that your Personnel do not, sell or otherwise dispose (or attempt to sell or dispose) of any interest in the Equipment or allow a lien, charge, security interest or encumbrance to be created in respect of or over the Equipment. ‘Personnel’ means the directors, officers, employees, agents or contractors of a party.

(d) You agree that VALD Group’s Personnel can attend the location that the Equipment is stored to inspect or maintain the Equipment or exercise VALD’s right to collect the Equipment at the end of the Subscription Period.

2.3 Maintenance and repairs

(a) During the Subscription Period, VALD will (at its cost) maintain the Equipment and repair or replace (at VALD’s election) Equipment to the extent the Equipment is damaged during your ordinary use in accordance with the Product User Guides and VALD’s direction. The ‘Product User Guides’ includes all information published or provided by VALD Group, including videos, setting out the best use practices for the Equipment.

(b) You are responsible for all damage not covered by clause 2.3(a), as well as any loss, theft or seizure of the Equipment.

3 SOFTWARE

3.1 Licence

(a) Subject to your compliance with this agreement, VALD grants you a non-exclusive, worldwide, revocable, non-transferable and non-sublicensable limited licence to access and use the Software in accordance with this agreement during the Subscription Period.

(b) The Software is licenced and not sold, and except for the foregoing licence, the relevant members of VALD Group retain all rights to the Software.

(c) You must not, and you must take all reasonable steps to ensure that your Personnel do not, sell or otherwise dispose (or attempt to sell or otherwise dispose) of any interest in the Software or allow a lien, charge, security interest or encumbrance to be created in respect of or over the Software.

3.2 Upgrade of Software

From time-to-time during your Subscription, VALD may change, upgrade and replace the Software (or part of the Software). Changes, upgrades or replacements to the Software that are released to you by VALD are included in the Subscription for no additional Fee.

4 ACCESSORIES

(a) Title to, and ownership of, an Accessory passes to you once you have paid the Fee for the Accessory.

(b) Risk in an Accessory passes to you on delivery.

(c) If you have not paid the Fee for an Accessory but the Accessory is delivered to you, then title to, and ownership of, the Accessory remains with VALD and you must:

(i) securely store the Accessory in a way that identifies the Accessory as being the property of VALD;

(ii) not sell, lease, licence, sublicence or otherwise dispose of the Accessory;

(iii) not encumber, or grant a right or interest by way of security in, the Accessory; and

(iv) return the Accessory if you do not pay for the Accessory by the time for payment set out in the invoice for the Accessory unless VALD agrees otherwise in writing.

(d) If an Accessory is defective, then VALD may, at VALD’s discretion and cost, either replace the Accessory, repair the Accessory or refund the fees for the Accessory. Local laws in your place of residence may require that VALD take additional or alternative steps in correcting a defect in an Accessory, in which case VALD will comply with those laws.

5 OBLIGATIONS DURING USE OF THE SUBSCRIPTION

5.1 Positive obligations

You must, and must ensure that your Personnel, do the following:

(a) use the Equipment in an informed and skilful manner, and ensure that the Equipment is only operated in accordance with the Product User Guides and VALD’s direction;

(b) only access and use the Software via the methods specified by VALD;

(c) comply with, and procure that users of the Subscription accept and comply with, the terms of this agreement relating to the use of the Equipment, Software and Accessories;

(d) provide all devices (e.g. computer or tablet), hardware, software, networks (including internet access) and other equipment and services necessary to access and make use of the Equipment and Software;

(e) keep the Equipment safe and in your possession or control at all times;

(f) use the Software with the objective of minimising events that could damage, disable, overburden, impair or compromise VALD’s systems or security or interfere with other users;

(g) notify VALD within three days of becoming aware that any Equipment has been lost, stolen, damaged or destroyed, or has become inoperable; and

(h) only use the Software and Equipment for the purpose of monitoring the performance of your Personnel or your patients or clients in connection with your day-to-day business.

5.2 Negative obligations

You must not, and must ensure that your Personnel do not, do any of the following:

(a) reverse engineer, reverse compile, decompile or disassemble the object code of any part of the Software or otherwise attempt to derive or discover the source code of the Software, or reverse engineer or disassemble the Equipment;

(b) access or use the Software in order to build, support, or assist any other person to build or support any Equipment, programs, or services which compete with or perform the same functions as the Equipment or Software;

(c) use the Software unlawfully, fraudulently or maliciously, for example, by inserting malicious code, viruses, or harmful data, into the Software;

(d) transmit or process via the Software any material that is defamatory, offensive or otherwise objectionable;

(e) remove or modify any proprietary registration or certification marks on or in the Software or Equipment;

(f) permit any person other than you, your Personnel or your patients or clients to use the Equipment;

(g) make any alteration, modification or repairs (or similar) to the Equipment without VALD’s prior written consent; and

(h) directly or indirectly, resell, sublicence, distribute, assign or otherwise commercialise the Software or Equipment, or data collected or presented by the Equipment or Software to any other person, except that you may provide excerpts of the data to your Personnel, your patients or your clients (‘Recipients’) in connection with providing services to those Recipients in your day-to-day business.

6 DATA COLLECTION AND PRIVACY

6.1 Data collection

You acknowledge and agree that any data that is entered by you, your Personnel, or otherwise collected using the Equipment and Software will, upon entry or collection, become the property of VALD. You agree that you will obtain any necessary consents or approvals from the subject of the data for the collection of the data and

VALD’s use of the data. VALD may use the data for any purpose provided that the data has been converted into a de-identified or anonymised format. For example, VALD may use de-identified or anonymised data to generate normative reports on the data (like reports on the correlation of certain measurements with age, gender or case type). Further information about how VALD uses data that is collected using the Equipment and Software is set out in VALD’s Privacy Policy.

6.2 Intellectual property

(a) VALD Group will retain its Intellectual Property Rights that pre-exist this agreement. Nothing in this agreement assigns, transfers or, except to the extent stated in any of clauses 2.2 or 3.1, licenses VALD’s pre-existing Intellectual Property Rights to you. ‘Intellectual Property Rights’ means all industrial and intellectual property rights of any kind, including copyright, patents, trademarks, designs, moral rights and other proprietary rights.

(b) All Intellectual Property Rights in the Equipment and Software are owned by VALD and its licensors, are protected by intellectual property laws and remain the copyright of their owners. The structure, organisation and code of the Software are the valuable trade secrets and confidential information of VALD Group and its suppliers.

(c) Intellectual Property Rights that are developed by VALD or you during the term of this agreement that relate to the Equipment, Software or Accessories are the property of VALD. For example, any suggestions or requests for features that you provide to VALD will be VALD’s property and can be commercialised by VALD without your consent or attribution to you.

6.3 Privacy

(a) Each party must:

(i) collect, process, store and use personal data in accordance with applicable privacy law;

(ii) comply with their own privacy policy;

(iii) maintain and enforce appropriate technical and organisational measures to protect their own information technology systems from unauthorised access; and

(iv) inform the other party of any request from a data subject regarding their personal data and the action being taken to comply with such request.

(b) You acknowledge and agree that you have obtained all consents or approvals, in accordance with any applicable privacy law, from all data subjects whose personal data is collected, stored, used or processed in or by the Equipment or Software, to such collection, storage, use or processing.

7 PAYMENT

7.1 Payment obligation

(a) You must pay VALD the fees for the Equipment, Software and Accessories (and delivery of those items) set out in the Schedule, including Delivery Fees (‘Fees’) on the date for payment and in accordance with the payment instructions set out in an invoice issued by VALD.

(b) The Fees must be paid without any set off, deduction or counterclaim () unless required by law.

(c) If you do not pay VALD the Fees by their due date, in addition to any other remedies under this agreement or at law, VALD may suspend or limit your access to the Equipment, the Software or both, or may cancel your Subscription. No reduction or refund of any Fees will be given in circumstances where VALD’s suspension or cancellation rights are exercised.

7.2 Invoicing

(a) VALD will provide you with an invoice for the Fees and any other amounts payable by you.

(b) Invoices will be issued by VALD on or before the time for payment of the Fees or other amounts, and will be sent to you at your representative’s email address set out in the Schedule or such other address you request.

7.3 Taxes

(a) Unless expressly stated otherwise, all amounts set out in this agreement (including the Fees) do not include any value added tax, sales tax, stamp duty, import duty or any other taxes imposed by any government or other authority (‘Tax’).

(b) If you are required by law to withhold an amount from the payments that are due to VALD:

(i) to the extent permissible by law, you will gross up the payment due to VALD such that the balance that you pay to VALD (after any withholding) is equal to the amount that was otherwise due to VALD prior to the withholding; or

(ii) to the extent that you are not permitted to gross up the payment due to VALD, you may deduct an amount equal to the amount of the required withholding from the amount that is owed and payable to VALD but only if:

(A) you promptly provide VALD with an official receipt for the withholdings and any other documents reasonably requested to allow VALD to claim a foreign tax credit or refund;

(B) you remit the withheld taxes to the appropriate taxing authority as soon as practicable; and

(C) you ensure that the amount withheld is minimised to the extent permissible under the applicable laws.

(c) If you are or become aware of any laws that would require you to withhold an amount due to VALD, you agree to notify VALD and take all actions reasonably required to avoid or mitigate the impacts of those withholding requirements (including obtaining the benefit of any applicable double taxation treaties).

VALD will cooperate with any reasonable requests from you in relation to obtaining the benefit of any applicable double taxation treaties.

8 CONFIDENTIALITY

(a) Subject to this clause 8, each party must maintain in confidence all Confidential Information and ensure that the Confidential Information is kept confidential. ‘Confidential Information” means the financial position of the parties, personally identifiable information that is not de-identified or anonymised or information about the Equipment, Software or Accessories which would be Intellectual Property Rights of VALD. Confidential Information does not include any information which is or becomes generally known to the public other than through a breach of confidentiality provisions of this agreement, that is in the lawful possession of the receiving party at the time it was disclosed or which was disclosed to the receiving party by another person who was entitled to disclose the information.

(b) A party that receives Confidential Information may disclose that information:

(i) if required by law;

(ii) to its professional advisers to obtain professional advice;

(iii) to its financiers and investors including any bona fide potential financiers or investors; and

(iv) if it is reasonably necessary for the receiving party to disclose Confidential Information to its Personnel (or in the case of VALD, a member of VALD group or its Personnel) to enable those persons to perform their obligations or exercise their rights in connection with this agreement.

(c) If Confidential Information is disclosed to a person in accordance with clause 8(b), then the receiving party must ensure that person is aware of the confidential nature of the Confidential Information and (unless otherwise required by law) that they are bound by confidentiality obligations consistent with this agreement.

(d) Each party must take commercially reasonable steps to prevent unauthorised use or disclosure of the Confidential Information.

(e) Unless otherwise permitted by this agreement, a party must not make any public statement about this agreement, the subject matter of this agreement or its relationship with the other party without the other party’s prior approval. VALD agrees that, during the Subscription Period, you may use VALD’s name and logo in your marketing material, in an informative manner that promotes your use of the Equipment, Software and Accessories.

9 TERMINATION

9.1 Termination for breach

Where a party breaches this agreement, the other party may give notice setting out details of the alleged breach.

A party has 30 days from receipt of the notice to remedy the breach or, if the breach cannot be remedied, provide a remediation plan that satisfies the party that gave notice that the breach will be remedied. If the breach is not remedied or a satisfactory plan is not provided, then the party that gave notice of the breach can immediately terminate this agreement by providing a further notice.

9.2 Event of Default

If an Event of Default occurs in respect of a party, then the party not subject to an Event of Default may terminate this agreement immediately with notice. An “Event of Default” means the occurrence of any of the following events, in respect of a party:

(a) a receiver is appointed for either a party or its property;

(b) the party makes a general assignment for the benefit of its creditors;

(c) the party commences, or has commenced against it, proceedings under any bankruptcy, insolvency law or debtor’s relief, which proceedings are not dismissed within 60 days; or

(d) the party is liquidated, bankrupted or dissolved.

9.3 Consequences of termination

(a) When this agreement is terminated:

(i) clause 1(c) applies to the extent that the termination ends the Subscription in accordance with clause 1(a); and

(ii) subject to clause 9.3(b), your rights under this agreement end.

(b) Clauses 1(c), 2.3(b), 6, 7 and any other clause which by its nature is intended to survive the end of this agreement will continue in full force and effect after the end of the agreement.

(c) The termination of this agreement does not affect any right that has accrued to a party before termination.

10 LIABILITY AND INDEMNITIES

10.1 Indemnity against Third Party IP Claims

(a) VALD agrees to indemnify you and your Personnel (‘Client Indemnified Parties’) against loss, damages, liability costs and expenses (‘Loss’) incurred by the Client Indemnified Parties to the extent arising from or in relation to any demand, allegation, claim or action (‘Claim') that the Equipment, Software or Accessories, or their use, infringe Intellectual Property Rights of any person that is not a party to the agreement (‘Third Party IP Claim’) provided that:

(i) you promptly notify VALD in writing of the Claim including details of the allegations of infringement;

(ii) VALD has sole control of the defence of any action and negotiation related to the defence or settlement of any Third Party IP Claim;

(iii) you reasonably cooperate in the defence of the Claim at VALD’s request and expense; and

(iv) the Third Party IP Claim does not arise out of:

(A) the combination or integration of Equipment, Software or Accessories with a product, process, system or software that was not supplied by VALD or a member of VALD Group or on VALD’s behalf;

(B) material alteration of the Equipment, Software or Accessories by anyone other than a member of VALD Group, VALD Group’s Personnel or another person on VALD’s behalf; or

(C) your use of the Equipment, Software or Accessories:

(I) in their original infringing form after modifications have been provided by VALD for avoiding infringement; or

(II) after VALD requires that you cease using or return the Equipment, Software or Accessories under clause 10.1(c)(i).

(b) Unless the circumstances in clause 10.1(a)(iv) apply, if Equipment, Software or Accessories are found to infringe a third party’s Intellectual Property Rights, VALD may either:

(i) obtain rights for you to continue using the relevant Equipment, Software or Accessories; or

(ii) modify the Equipment, Software or Accessories to prevent the infringement while maintaining substantially similar functionality.

(c) If neither of the alternatives in clause 10.1(b) can be implemented despite VALD’s commercially reasonable efforts, then VALD may terminate this agreement in relation to the infringing Equipment, Software or Accessories in which case:

(i) you must cease your use of the infringing Equipment, Software or Accessories and return the infringing Equipment or Accessories to VALD; and

(ii) no additional Fees will be invoiced to you in respect of the terminated Equipment and Software;

(iii) VALD will refund any Fees that have been pre-paid in respect of the terminated Equipment and Software for any period after the date of termination; and

(iv) VALD will refund any Fees paid for the Accessories.

10.2 Liability

(a) To the extent permitted by law and except as otherwise expressly set out in this agreement:

(i) VALD’s aggregate liability under or in respect of this agreement is limited to the amount of Fees paid by you in the 12 months before the cause of action arose. This limitation does not apply to VALD’s liability under clause 10.1(a);

(ii) neither party will be liable to and each party waives all claims against the other party for:

(A) any special, indirect, incidental or consequential loss or punitive loss or damage;

(B) loss of data, profits, revenue, business, goodwill, bargain, anticipated savings or management time; or

(C) the cost of procuring substitute products or services arising out of, or in connection with, this agreement or the use or performance of the Equipment, Software or Accessories, whether or not the first party was, or should have been, aware of the possibility of such loss or damage.

(b) As a condition precedent to recovery, claims for loss or damage caused by VALD must be made in writing by you within 30 days after the Loss that is the subject of the Claim.

(c) A liability of a party to indemnify or compensate another party under this agreement will be reduced to the extent that the indemnified party’s acts or omissions caused or contributed to the indemnified party’s own loss or damage.

(d) The limitations and exclusions of liability set out in this clause 10.2 apply regardless of the basis on which such liability arises, whether in contract, breach of statutory duty, tort (including negligence), in equity or under status. However, nothing in this agreement shall exclude or limit either party’s liability for any liability that cannot, as a matter of law, be limited or excluded.

(e) If a party is entitled to enforce an indemnity provided under this clause 10, the party must use reasonable endeavours to mitigate the Loss against which the party is indemnified.

10.3 No medical advice

(a) VALD provides the Equipment, Software and Accessories for you to track, manage, and train a person’s musculoskeletal performance. The information displayed via the software, whether provided by VALD or third parties, does not provide medical advice and is not intended to be a substitute for:

(i) advice from a doctor or other healthcare provider, or any diagnosis or treatment; or

(ii) a visit, call or consultation with a doctor or other healthcare provider.

(b) The Equipment, Software and Accessories do not and are not intended to diagnose, treat or prevent any medical condition. All content available through the Software is for general informational purposes only.

(c) You warrant and agree that athletic activities carry certain inherent and significant risks of bodily injury, death or property damage, and that you will ensure all persons that use the Equipment, Software or

Accessories are made aware of and voluntarily assume the risks of all known and unknown risks associated with these activities when using the Equipment, Software and Accessories.

11 GENERAL PROVISIONS

(a) If any clause or part of any clause is in any way unenforceable, invalid or illegal, it is to be read down so as to be enforceable, valid and legal. If this is not possible, the clause (or where possible, the offending part) is to be severed from this agreement without affecting the enforceability, validity or legality of the remaining clauses (or parts of those clauses) which will continue in full force and effect.

(b) Any right or obligation of any party that is expressed to operate or have effect on or after the completion, expiration or termination of this agreement for any reason, will not merge on the occurrence of that event but will remain in full force and effect.

(c) Each party must pay its own costs and disbursements in connection with the negotiation, preparation, execution and carrying into effect of this agreement.

(d) Unless the context requires otherwise, an obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

(e) Each party acknowledges and agrees that they have read and understand the terms of this agreement, or that they have had the opportunity to discuss the terms of this agreement with their legal representative.

(f) This agreement must not be amended or varied except by a later written document executed by all parties.

(g) A right created by this agreement cannot be waived except in writing signed by the party entitled to that right. Delay by a party in exercising a right does not constitute a waiver of that right, nor will a waiver (either wholly or in part) by a party of a right operate as a subsequent waiver of the same right or of any other right of that party.

(h) This agreement may be executed in any number of counterparts. All counterparts taken together constitute one instrument. Electronic or photo-copied signatures shall be considered valid signatures.

(i) Any notice to be given under this agreement must be in writing and sent by pre-paid mail or email, to the party’s address set out in the Schedule 1 (or such other address notified by a party to the other party).

Notices will take effect from the time they are received, or, if earlier, the time deemed to be received as follows:

(i) if sent by pre-paid mail, seven days after posting; or

(ii) if sent by email, four hours after the time the email is sent and no response is received within that time that the email is not delivered, unless received, or taken to be received, after 5.00pm in the place of receipt or a Saturday, Sunday or public holiday in the place of receipt or a non-Business Day, in which case the notice will be taken to be received at 9.00am on the next Business Day and will take effect from that time unless a later time is specified in the notice.

(j) This agreement forms the entire agreement between VALD and you in relation to the provision of the Subscription and the Accessories, and replaces all previous agreements, arrangements, understandings, representations or other communications between the parties in relation to that subject matter.

(k) Except as set out in clause 11(l), a person who is not a party to this agreement has no rights under this agreement to enforce any term of this agreement but this does not affect any right or remedy of any person which exists or is available otherwise than under applicable laws.

(l) VALD holds the benefit of this agreement on behalf of (and, where permitted by law, on trust for), and may enforce this agreement directly against you on behalf of, each VALD Group company, even though they are not parties to this agreement. To the extent that a VALD Group company cannot, and VALD cannot on its behalf, recover any damages suffered by them, such damages shall be deemed to have been suffered and recoverable by VALD.

(m) You must not sell, transfer, delegate, assign, license or create any security interest over this agreement or any rights or obligations under this agreement without VALD’s prior written consent.

(n) You and VALD each agree that the parties to this agreement are acting in the capacity of an independent contractor and that this agreement does not create any relationship of employment, agency or partnership between the parties either at common law, for the purposes of any legislation or any other law.

(o) A party will be relieved of its obligations (other than an obligation to pay money) to the extent those obligations are prevented by an event outside the reasonable control of the party (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, war, terrorism (including cyber terrorism), acts of God, acts or omissions of internet traffic carriers, or acts or omissions of a regulatory authority), and that event:

(i) was not caused or contributed to by that party;

(ii) could not have been prevented by reasonable precautions or remedied by reasonable expenditure by the party which is seeking to rely on the event as the basis for relief, and such relief will continue for the duration of that event. The party affected by the event must take all commercially reasonable steps to resume the performance of its affected obligations as soon as reasonably possible.

(p) Unless the context requires otherwise, in this agreement:

(i) references to a person includes a natural person, partnership, joint venture, government agency, association, corporation or other body corporate;

(ii) references to a party includes its successors and permitted assigns;

(iii) the words including and includes are not words of limitation;

(iv) a word expressed in the singular includes the plural and vice-versa;

(v) a words that is derived from a defined word has a corresponding meaning;

(vi) a word expressed in one gender includes every other gender;

(vii) a reference to a document includes all amendments or supplements to, or replacements of that document;

(viii) references to legislation includes any modification or substitution of that legislation, and includes any subordinate legislation under that legislation;

(ix) a thing (including a chose in action or other right) includes a part of that thing; and

(x) a reference to a clause in this agreement is interpreted to include any subsections thereunder.

(q) A consent required to be given to you by VALD may be given or withheld, or may be given subject to any conditions, at VALD’s discretion.

(r) Neither this agreement nor any part of it is to be construed against a party on the basis that the party or its lawyers were responsible for its drafting.

Schedule 1 – Agreement details

Parties

Client Client entity details: The Board of Regents of The University of Nebraska of One Memorial Stadium Drive, Lincoln NE 68588, United States

Email: mthome@huskers.com

VALD VALD entity details:

Vald Group, Inc. of 2108 South Boulevard Ste 115, Charlotte NC, 28203, United States

Support contact: support@vald.com

Accounts contact: accountsreceivable@vald.com

Subscription Details - Sets out the details of your Subscription

Description Quantity Fee

ForceDecks – FDMax

ForceDecks - Bertec

NordBord

SmartSpeed Plus

DynaMo Plus

ForceFrame - Max

Year 1: 66,068.74

Year 2: 74,944.99

Year 3: 74,944.99

Currency: USD

Commencement Date: 1 September 2025

Expiry Date: 3 years from the Commencement Date

Accessories Details - Sets out the Accessories purchased by you

Description Quantity Fee

N/A N/A N/A

Other Details

Delivery Fees: 1,740, paid 1 September 2025 mailto:support@vald.com mailto:accountsreceivable@vald.com

Execution Executed as an agreement for and on behalf of VALD by its duly authorised representative who represents that they are duly authorised to enter into this agreement:

Signature of authorised representative

Name of authorised representative

Date of execution (DD/MM/YYYY)

Executed as an agreement for and on behalf of the Board of Regents of the University of Nebraska by its duly authorised representative who represents that they are duly authorised to enter into this agreement:

Signature of authorised representative

Name of authorised representative

Date of execution (DD/MM/YYYY)

06/23/25 | 15:26 PDT

Chris Rowe

06/26/25 | 13:42 CDT

PRIVACY POLICY

Last updated: 16 June 2022

Vald Pty Ltd (ABN 16 603 446 171)

This Privacy Policy applies to VALD Pty Ltd and its affiliates and related bodies corporate (including VALD

Operations Limited, VALD Performance (Aust) Pty Ltd, VALD Performance (Intl) Pty Ltd and VALD Group

Inc) (VALD, we, us, our) in relation to their operations. It explains how we handle personal information and comply with the requirements of applicable privacy laws and other related laws regulating the handling of personal information, including without limitation the General Data Protection Regulation EU

2016/269 (“GDPR“) and applicable EU Member State laws (Privacy Laws). For the purposes of EU data protection law, the data controller is VALD Pty Ltd. If you have further questions relating to this policy please contact Sam James at DPO@vald.com.

This Privacy Policy also serves as notification to individuals of the matters required to be notified on collection of their personal information.

We recognise the importance of your privacy, and that you have a right to control how your personal information is collected and used.

1. Collection of personal information

1.1 We collect personal information from clients (existing and prospective), as well as end users of the VALD websites, VALD software and applications (including the TeleHab platform, VALD Hub, or the software that interfaces with VALD’s products) (Apps) and individuals who engage with us via our social media accounts. We also collect personal information from suppliers, contractors, investors, shareholders, prospective employees, and consumers and other individuals who interact with us or our clients for various business and other purposes further listed in section 2.2 below. In this section 1, we explain the kinds of personal information which we usually collect and hold as well as how we collect this information.

1.2 The kinds of personal information VALD will collect and hold about you will depend on the circumstances in which that information is collected. It may include:

(a) contact details which may include your name, address, email and phone details;

(b) age or date of birth information;

(c) personal information that you include in any content that you enter into the VALD websites or the

Apps, being any information relating to a natural person who can be identified, directly or indirectly, by reference to that information (e.g. name, identification number, location data, or one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identify of a person);

(d) information required for you to open a trading or subscription account with us or subscribe to any of the VALD websites or the Apps or to otherwise do business with us, including bank account details, and any other relevant financial information;

(e) your device/s ID, device type, geo-location information, dates and times of visits, computer and connection information including browser type and operating system, statistics on page views, traffic to and from the sites and referring website addresses, ad data, IP address, standard web log information including online usage, and any other information or online analytics regarding the use of the VALD websites and the Apps, unless you object to such processing pursuant to rights that exist under applicable Privacy Laws (including the GDPR);

(f) information regarding the use of the VALD websites and the Apps, including users’ IP addresses and the dates, the country from which the user accessed the websites and the Apps, times and durations of visits, referring website address and device location, unless you object to such processing pursuant to rights that exist under applicable Privacy Laws (including the GDPR);

(g) information on your dealings with VALD, including details of the products and services we have provided to you or that you have enquired about, including any additional information necessary to deliver those products and services and respond to your enquiries;

(h) behavioural information and information on personal lifestyle preferences and past behaviours;

(i) information regarding the use of the VALD websites and the Apps, including users’ IP addresses and the dates, the country from which the user accessed the websites and the Apps, times and durations of visits, referring website address and device location;

(j) any additional information relating to you that you provide to us directly through our websites or the Apps or indirectly through your use of our websites or the Apps or online presence or through other websites or accounts from which you permit us to collect information; and

(k) information you provide to us through customer surveys.

1.3 If you are a healthcare professional, we may collect additional personal information including :

(a) your medical specialty; and

(b) your clinical interests.

1.4 If you are a patient, we may collect additional personal information including:

(a) details of your healthcare professional; and

(b) information about your health, including medical conditions.

1.5 We usually collect personal information either directly from you, someone acting on your behalf, or from third parties through:

(a) your use of VALD websites and the Apps, including when you register or subscribe for an account, create a profile, post or otherwise submit content or via our use of website analytics;

(b) use of social media;

(c) information that you communicate to us including through correspondence, chats, and other social media applications, services or websites, email, telephone, SMS, third party apps and any other forms of communication sent or given to us electronically or in hard copy;

(d) interaction with our services, content and advertising;

(e) orders for products or services;

(f) third party service providers;

(g) requests for brochures, to join a mailing list or to be contacted for further information about our products or services;

(h) warranty claims;

(i) provision of customer service and support;

(j) our shareholder registry;

(k) responses to surveys or research conducted by us or on our behalf; and

(l) entries into competitions or trade promotions conducted by us or on our behalf.

1.6 If you do not provide us with the information we request, we may not be able to fulfill the applicable purpose of collection, such as to supply products or services to you or to assess your application for employment.

1.7 Where reasonable and practicable, we will collect personal information directly from you. If we collect information about you from someone else (for example, from someone who supplies goods or services to us), we will ensure you are aware that we have collected personal information about you and the circumstances of the collection and provide any additional disclosure required under applicable

Privacy Laws (including the GDPR).

Sensitive Information (or special categories of personal information)

1.8 Given the nature of the VALD websites and the Apps, it is possible that there could be instances where we collect sensitive information or special categories of personal data (as defined under relevant

Privacy Laws) such as:

(a) health information or data relating to health; and

(b) other sensitive information or special categories of personal data (as defined under relevant

Privacy Laws), but only where you choose to disclose it to us via the VALD websites and the Apps

1.9 Depending on the applicable Privacy Laws, we will only collect such information about you:

(a) with your consent (or explicit consent, if the GDPR applies); or

(b) where otherwise permitted by law.

2. Use and disclosure of personal information

2.1 We will only use and disclose your personal information in accordance with Privacy Laws and in accordance with this Privacy Policy.

2.2 Our main purposes for collecting, holding, using and disclosing personal information are the following:

(a) to supply products or services to our customers and end users of our websites and the Apps;

Legal basis: we need to process your personal information in order to perform our contractual obligations to you as our customer or end user in relation to the supply of products or services.

(b) to manage your account with us;

Legal basis: it is in our legitimate business interests to collect and process your personal information to enable us to deliver our products and related services to you, our customers, and to manage your account with VALD.

(c) to obtain products and services from our suppliers;

Legal basis: it is in our legitimate business interest to process minimal amounts of business contact information in order to conduct business with our third party suppliers.

(d) to respond to enquiries from existing or prospective customers seeking information about our products or services;

Legal basis: it is in our legitimate business interests to collect and process personal information to provide quality customer service and assistance to our valued customers (existing or prospective).

(e) to assess and process warranty claims;

Legal basis: it is in our legitimate business interests to process your personal information in order to assess and process warranty claims.

(f) to process and assess employment applications;

Legal basis: it is in VALD’s legitimate business interest to collect personal information relating to job applicants/candidates. This enables VALD to contact candidates and conduct other reasonable enquiries as part of the recruitment process.

(g) to enforce agreements between you and Vald;

Legal basis: we may process your personal data for the performance of an agreement between you and

VALD (including enforcement of agreements).

(h) to undertake research and surveys and analyse statistical information including the disclosure of de-identified, aggregated statistics created using your personal information (including health data) to third parties if you have given VALD express consent, in writing, to do so;

Legal basis: it is in our legitimate business interests to collect and process personal information to monitor, evaluate and improve our products and service offerings and ensure they are tailored to our customers’ needs and preferences. Further, personal data can be shared with approved third parties in circumstances where you have provided express written consent for VALD to do so.

(i) to communicate updates or orders with you, including for competitions and trade promotions;

and

Legal basis: we will only process your data in this way if you have provided consent and have not unsubscribed from receiving such information.

(j) to comply with applicable laws and with our policy requirements including in relation to occupational health and safety and environmental matters.

Legal basis: we may need to process your personal information in order to comply with applicable laws

2.3 We will only use or disclose personal information for a purpose other than for which it was collected or a related purpose if you have consented to such different use or disclosure or to the extent that such use or disclosure is permitted by applicable law.

2.4 In carrying out our business, it may be necessary to share information about you with and between our related bodies corporate and organisations that provide services to us (eg, our alliance partners). We would not otherwise routinely disclose personal information to an organisation other than as set out in this Privacy Policy unless:

(a) required or permitted by law;

(b) we believe it is necessary to provide you with a product or service which you have requested;

(c) it is necessary to protect the rights, property or personal safety of any of our customers, any member of the public or our interests;

(d) the assets and operations of our business are transferred to another party as a going concern;

or

(e) you have provided your consent.

3. Service providers

3.1 Like most large organisations, we use a range of service providers to help us maximise the quality and efficiency of…