DOC1664396656.pdf

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 Perusall LLC Contact Michael Rosenberg Email michael@perusall.com

REQUESTING DEPARTMENT

Participating Campuses

UNO

Primary Contact Name

Rick Murch-Shafer

Primary Contact Email rmurchshafer@unomaha.edu

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

Perusall is a software as a service that will integrate within Canvas and allow for engaging student content within courses.

Purchase Category Software Total Amount of Spend

$3,000 USD Start Date 8/1/2024

12:00 AM

End Date 7/31/2025 12:00

AM

BID INFORMATION

Bid Number N/A Competitive Review Findings

Under 10k

Contract Information N/A

INTERNAL USE ONLY

Manual Routing Form

CONFIDENTIAL

Perusall Confidential and Proprietary Version 1 – March 15, 2022 1

Perusall Institutional Order Form

This Perusall Order (“Order”) is for the Perusall offerings and services designated below. Provision of all offerings and services is subject to the Master Services Agreement between Institution and Perusall with an effective date of August 1, 2024(the “Agreement”). In the event of a conflict between the Agreement and this Order, the terms of the Agreement shall control, except as to terms specifically identified in this Order as modifying or amending terms of the Agreement, which terms will control for this Order only.

INSTITUTION AND BILLING DETAILS

Institution Name: University of Nebraska at Omaha

Billing Address: 6001 Dodge St, Omaha, NE 68182

Billing Email: rmurchshafer@unomaha.edu

Contact Name: Rick Murch-Shafer

ORDER TERM

Subscription Term Start Date:

August 1, 2024

Initial Subscription Term: Twelve (12) months

Automatically Renew? ( ) Yes

(X) No

The term of this Order shall terminate upon the completion of the Initial Subscription Term (unless terminated sooner as provided in the Agreement). If “Yes” is checked above, this Order shall automatically renew for successive periods of twelve (12) months (each a “Renewal Term”) unless one party provides written notice of its desire not to renew to the other party at least thirty (30) days prior to the expiration of the then-current term (each such Renewal Term, together with the Initial Subscription Term, an “Subscription Term”).

Perusall Confidential and Proprietary Version 1 – March 15, 2022 2

Institution agrees to purchase the following:

PERUSALL SERVICES

Service Level: (X) Perusall Basic ( ) Perusall Premium, as set forth on Exhibit A

( ) Perusall Premium + SLA, as set forth on Exhibits A & B

Perusall Basic provides no services to Institution beyond the terms of the Agreement, with customer support provided on a best-effort basis. Perusall may terminate Agreements at the Basic level for any reason, without notice, in its sole discretion. Perusall Premium provides Institution with a package of additional benefits as detailed in Exhibit A, but no Service Level Agreement (SLA). Perusall Premium + SLA provides Institution with a Service Level Agreement as detailed in Exhibit B.

ADD-ON SERVICES AND ADDITIONAL TERMS

USAGE AND PRICING

Institution agrees to purchase a block of Students per Subscription Term, as set forth below (the “Number of Students”), based on the number of students that utilized Perusall in the prior 12 months and the Institution’s good faith estimate of the number of students likely to utilize Perusall in the next 12 months (whichever is higher). Perusall will adjust the Number of Students for Subsequent Renewal Terms based on usage of the prior 12 months.

Annual Base Fee: $3,000.00

Number of Students: 1,000

Annual Fee Per Student: N/A

Total Annual Fees Due: $3,000.00

To the extent Institution’s actual usage exceeds the Number of Students identified above during the Subscription Term, Institution agrees to pay for the number of additional Students added to the Perusall Services as follows:

Additional Student Fee: N/A

Perusall Confidential and Proprietary Version 1 – March 15, 2022 3

PAYMENT AND BILLING TERMS

Payment Method: Invoice

Payment Terms: Net 30 days from Invoice date

Billing Frequency: Annually, commencing on the Subscription Term Start Date

Accepted and agreed to as of the dates written below by the authorized representative of each party:

University of Nebraska at Omaha: PERUSALL LLC

Signature: Signature:

Print Name: Print Name:

Title: Title:

Date: Date:

08/05/24 | 08:50 PDT

Gretchen Brevnov

Chief Executive Officer

08/05/24 | 11:08 CDT

Jessie Combs

Asst Vice Chancellor and Controller, Business and Finance

Exhibit A: Perusall Premium

1. Institutional Branding

Perusall shall place institution’s logo within the Perusall application for courses that are integrated with Institution’s Learning Management System.

2. API access

Institution shall have access to the Perusall administration and analytics API, which shall change from time to time as part of Perusall’s normal product development cycle. The current capabilities and documentation for the API are provided at https://perusall.com/api.

3. Priority Support

Perusall shall respond to Institution requests for both technical support and user support during normal business hours (“Support Requests”). Perusall shall provide “Tier 1” support: any end user at Institution may submit a Support Request directly to Perusall. Support Requests are limited to support required by Institution due to technical platform issues, such as user errors and failures of platform infrastructure, and usage questions. Support Requests may not include (without limitation) training. Support Requests are initiated by emailing support@perusall.com (or another email address designated by Perusall) or by filling out a form at https://support.perusall.com.

Perusall shall mark incoming Support Requests from Institution as High Priority and shall prioritize them above the Requests of other institutions that do not subscribe to the Premium tier.

Institution shall facilitate this process by providing Perusall with a list of email domains from which their end users will be submitting requests. Institution acknowledges that Support Requests not submitted from such domains will not be treated as High Priority. Notwithstanding the foregoing, Perusall does not guarantee response or resolution times to Support Requests (unless Institution also subscribes to the SLA tier as described in Exhibit B) but aims to respond to all Support Requests within one business day when possible.

4. Training

Perusall shall provide one 90-minute training session for Institution. Perusall will work with Institution to design a training session that meets Institution’s needs. Training session can be aimed directly at end users, a train-the-trainer session for instructional designers, etc.

mailto:support@perusall.com

Exhibit B: Perusall Premium + SLA

1. Definitions

The following terms have the following meaning relating to availability.

“Non-Core System Functionality” means functionality that does not require real time availability for effective use of the Perusall Services. This explicitly includes, but is not limited to, re- porting, background batch processing, and API access. Non-Core System Functionality availability is explicitly excluded from the calculation of Availability.

“Scheduled Downtime” means the total amount of time during any calendar month, measured in minutes, during which the Platform’s core features and functions are unavailable for the majority of Institution’s users, due to planned system maintenance performed by or on behalf of Perusall, including platform updates, hot fixes, etc. Perusall will exercise reasonable efforts to perform scheduled system maintenance without Scheduled Downtime. Scheduled Downtime will be announced to end users in advance, with reasonable notice, through a banner displayed within the Perusall platform. Perusall reserves the right to change the scheduled downtime, provided that Perusall provides reasonable prior notice prior to modifying such Scheduled Downtime.

“Unscheduled Downtime” means the total amount of time during any calendar month, measured in minutes, during which the Platform’s core features and functions are unavailable for access by a majority of active end users of the Platform, other than Scheduled Downtime and the exceptions otherwise stated in this Exhibit B and the Agreement.

“Disaster” means a catastrophic event (or series of events that are collectively catastrophic) that results in significant or potentially significant downtime or disruption of the production environment and requires Perusall to invoke its Disaster Recovery plan. Perusall has the sole and exclusive right to declare a Disaster in its discretion.

“Disaster Recovery” means Perusall’s process to restore Availability in the event that Perus-all declares a Disaster.

“Total Monthly Time” is deemed to include all minutes in the relevant calendar month excluding Scheduled Downtime as described above.

“Availability” means, with respect to any particular calendar month, the ratio obtained by subtracting Unscheduled Downtime during such month from the total time during such month, and thereafter dividing the difference so obtained by the total time during such month.

Represented algebraically, Availability for any particular calendar month is calculated as (Total Monthly Time - Unscheduled Downtime)/(Total Monthly Time).

2. Availability Standard

Perusall will undertake commercially reasonable measures to ensure that Availability equals or exceeds 99.7% during each calendar month (the “Availability Standard”), provided that any Unscheduled Downtime occurring as a result of circumstances beyond Perusall’s reasonable control shall not be considered Unscheduled Downtime. Unscheduled Downtime will not include, without limitation, any downtime arising from: (i) telecommunication or transportation difficulties; (ii) public internet, (iii) Perusall’s upstream service providers (e.g.

Amazon Web Services), or (iv) force majeure (as described in the Services Agreement). In the event of a Disaster, the Availability Standard does not apply.

3. Performance Standard

Perusall will undertake commercially reasonable measures to ensure that the average total loading time of the Perusall web application is 10 seconds or less. If the Performance Standard is not met then it will be considered Unscheduled Downtime, but subject to the same limitations as detailed in Section 2.

4. Support Response Standard

Perusall’s support personnel shall review Support Requests and provide an initial response to Institution or its representatives within 15 minutes for any emergency and within 120 minutes for all other Requests. Any violation of this requirement will be considered a Support Response Time Violation. Institution shall facilitate this process by providing Perusall with a list of email domains from which their end users will be submitting requests. Institution acknowledges that Requests not submitted from such domains will not be treated as a Support Response Time Violation.

5. Reporting Unscheduled Downtime

Institution will timely report Unscheduled Downtime by emailing support@perusall.com or filing a ticket at https://support.perusall.com. Perusall will respond to reports of Unscheduled Downtime by telephone or email acknowledgement as if it were a Support Request. The report will be assigned a case number for tracking purposes.

6. Unscheduled Downtime and Recovery

In the event of Unscheduled Downtime (i.e., an unplanned outage), Perusall will make every effort to diagnose the problem and restore operation as soon as reasonably possible. Because the system contains a number of redundancies, downtime for such events should be minimal.

Perusall will provide updates on Unscheduled Downtime at https://status.perusall.com.

7. Internet Connection Dependence

It should be noted that the performance and availability of the Services are directly dependent upon the quality of the Institution’s Internet connection. Failure of the Institution’s Internet connection to maintain satisfactory throughput and latency is outside the scope of Perusall’s responsibility, and should be addressed by Institution directly with the ISP. Perusall cannot be held responsible for Internet infrastructure failures, and as such this Schedule only applies to those components within the Perusall’s hosting obligations and server farm.

8. Credits

If Perusall is unable to meet the Availability Standard or Support Response Standard, Institution shall be entitled to request in writing (including email) and receive the following service credits. The request must include the date, time, and description of the Unscheduled Downtime or Support Response Time Violation.

Cumulative Monthly Unscheduled Downtime

Cumulative Monthly Sup-port Response Time Viola-tions

Service Credits (% of monthly fee)

2h 12m 2 violations 5%

3h 3 violations 10%

4h 4 violations 15%

>4h >4 violations 20%

Credits must be requested in writing within thirty (30) days of the end of the month for which credits are requested. Failure to request credits within this time period shall result in a forfeiture of any ability to receive credits for that month. To be eligible for a credit, the Institution must not be in breach of the Agreement and be fully paid on its account. Credits will be ap- plied to future services only and any unused credits will be non-refundable upon termination or expiration of the Agreement.

Perusall Confidential and Proprietary 1 Version 1 – March 12, 2022

MASTER SERVICES AGREEMENT

This Master Services Agreement (“Agreement”) is effective as of the effective date specified below (the “Effective Date”) by and between the Institution named below and Perusall LLC, a Delaware limited liability company having an address at 2028 E Ben White Blvd, Suite 240-4400, Austin, TX 78741-6931 (“Perusall”). This Agreement consists of this cover page (the “Cover Page”) and the attached Terms and Conditions, and any Orders, Exhibits, or amendments to the Agreement that may be added upon mutual agreement of the parties. By executing this Cover Page, Perusall and Institution, through their authorized representatives identified below, agree to be bound by this Agreement. Capitalized terms used in this Agreement have the meanings given in Section 12 of the Terms and Conditions or in the context in which the term is used.

Institution: University of Nebraska at Omaha

Address: 6001 Dodge St, Omaha, NE 68182

Effective Date:

August 1, 2024

Principal Point of Contact: Billing Contact Legal Notices

Name: Rick Murch-Shafer

Title: Director, Academic Technology

Address:

Email: rmurchshafer@unomaha.edu

Phone: 402.554.3539

IN WITNESS WHEREOF, the parties hereto have executed this Cover Page as of the dates written below.

PERUSALL LLC

University of Nebraska at Omaha

Signature Signature

Print Name and Title Print Name and Title

Date: Date:

Chief Executive Officer

08/05/24 | 08:50 PDT

Gretchen Brevnov Jessie Combs

08/05/24 | 11:08 CDT

Asst Vice Chancellor and Controller, Business and Finance tel:402.554.3539

Perusall Confidential and Proprietary 2 Version 1 – March 12, 2022

PERUSALL TERMS AND CONDITIONS

These Terms and Conditions (“Terms and Conditions”) form a part of the Agreement by and between Perusall and the Institution named on the Cover Page.

1. SCOPE OF AGREEMENT

1.1. General. This Agreement describes the terms by which Institution may make the Services available to Students and Instructors by entering into one or more Orders with Perusall. The specific services ordered and terms related to the Services or other business arrangements will be described in the applicable Order. Each Order together with this Agreement will constitute a separate contract between Institution and Perusall.

1.2. Subscription to the Services. Subject to the terms and conditions of this Agreement, Perusall grants to Institution (and its Users) a non-sublicensable, non-transferable (except as provided in Section 12), non-exclusive subscription to access and use the Services solely for educational purposes for as contemplated and specified in an Order for the Subscription Term (as defined in the Order) set forth in the Order.

1.3. Implementation. If the Order specifies co-branding or other Institution branding or other Institution system integrations, then prior to making the Services available to the Institution and Students, Institution will: (a) provide all branding elements and information to Perusall for branding, and (b) configure all applicable Source Systems (and data files) to send data to the Platform through the Perusall API or other Perusall supported data transfer mechanism. The Institution will make (or ensure Institution’s third-party vendors make) any Source Systems readily accessible to Perusall so that the Platform can access and exchange data with the relevant Source Systems. Once the Platform is configured, Perusall will make the Services generally available to the Institution and Users. Institution agrees to cooperate with Perusall in providing Perusall with access to the data files on any Source Systems that Institution and Perusall have agreed to integrate with.

Institution is not required to use the Services with its Source Systems.

1.4. Access. Institution will require the Instructor and Students not to share passwords or access codes with other individuals. Perusall will have no responsibility for unauthorized use of its Services.

1.5. Content. Two types of electronic content may be read and accessed on the Platform:

1.5.1. For content made available by Perusall (including content from a publisher that Students or Instructors access or purchase through the Services), Perusall is solely responsible for obtaining a license to distribute the content from third parties as may be needed. Perusall is solely responsible, and Institution shall have no liability, for any claims, demands, losses, liabilities, fees or other expenses to be paid in connection with obtaining such permissions, the failure of Perusall to obtain necessary permissions, and any claims by third parties that the use or storage of the such content in the Platform infringes or violates any copyright or other right of any other person or entity.

1.5.2. For content uploaded by the Instructor to the Platform, the Institution is solely responsible for obtaining such permissions and copyright clearances and/or licenses from third parties as may be needed in connection with uploading and use in the Platform of electronic copies of readings and other materials (“Readings”). Institution is solely responsible, and Perusall shall have no liability, for any claims, demands, losses, liabilities, fees or other expenses to be paid in connection with obtaining such permissions, the failure of Institution to obtain necessary permissions, and any claims by third parties that the use or storage of the Readings in the Platform infringes or violates any copyright or other right of any other person or entity. Perusall has no obligation to monitor its service for inappropriate or infringing uses, but reserves the right to take down Readings, data or other material that may damage the Perusall site or functions, that is or may become subject to claims of infringement, or that is defamatory, harassing, threatening, obscene, unlawful, or commercial in nature.

1.6. Usage Restrictions. Institution will not, and shall not permit any User or third party, to (i) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of the Services is compiled or interpreted; (ii) modify the Services or Documentation, or create any derivative product from any

Perusall Confidential and Proprietary 3 Version 1 – March 12, 2022 of the foregoing; (iii) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as security or otherwise encumber any rights under this Section. Institution will use the Services, and will use its best efforts to cause Users to use the Services, in compliance with all applicable laws, statutes, regulations or rules.

2. FEES; PAYMENT

2.1. Fees. Institution agrees to pay Perusall the fees specified in each Order. The Order will state the method(s) of payment for the Services. Each Order will specify any fees based on the selection of a service level and/or number of Students based on the level selected in the Order. When the fees are based on a per Student basis, then charges for Services performed may be based on the number of unique Students using the Services and the Platform and will be invoiced in advance based on the number of unique Students in the population described in the Order and at the frequency (e.g., monthly, quarterly or annually) specified in the Order. From time to time Perusall may review the number of unique Students actually using the Platform and accessing Content based upon information obtained by Perusall (including information provided by Institution) and notify Institution of changes to the number of unique Students used to calculate the charges to take effect upon subsequent Renewal Terms.

2.2. Payment and Late Fees. Perusall will submit invoices to Institution for Services to the address specified on the Cover Page. Institution will pay Perusall the fees in US Dollars in accordance with the Order and in any event within thirty (30) days from the date of the invoice. Any overdue amounts will bear a late fee at the rate of ten percent (10%) per annum or the maximum rate permitted by applicable law, whichever is less.

2.3. Taxes. If applicable, Institution agrees to pay directly or reimburse Perusall for any taxes arising out of the

Order or Perusall’s performance of the Services or the Content, excluding taxes on Perusall’s net income and all employer reporting and payment obligations with respect to its personnel. Institution will pay Perusall’s invoices without deducting any present or future taxes, withholdings or other charges except those deductions it is legally required to make. If Institution is legally required to make any deductions, it will pay Perusall such amounts as are necessary to make the net amounts remaining after such deductions equal to the stated amount due under the Order.

2.4. Renewal Terms. Perusall may change the fees for each Renewal Term.

3. SUPPORT AND SERVICE LEVELS

3.1. Support. Subject to the terms of this Agreement and the payment of all fees, Perusall will provide the support as set forth in the Order.

3.2. SLAs. Subject to the terms of this Agreement and the payment of all fees, Perusall shall use commercially reasonable efforts to meet any service level set forth in the Order.

4. DATA

4.1. Data. Perusall will have access to and store as set forth below, information relating to Students, including annotations and comments provided by the Students and information about Students provided by Instructors (collectively, “Data”). Such Data may include “Personally Identifiable Information” from “Educational Records,” as such terms are defined in the Family Educational Rights and Privacy Act (20 U.S.C. § 1232g) and its supporting regulations (34 CFR Part 99), as amended from time to time.

4.2. Data Security. Perusall shall maintain reasonable data safeguards and procedures designed to prevent the authorized use or disclosure of Data as required under applicable laws (“Data Safeguards”). During the Term, Perusall will maintain physical, administrative and technical security measures designed to ensure the availability, integrity and confidentiality of the Data. Perusall will periodically maintain archives and back-ups of Data in accordance with Perusall’s generally applicable disaster recovery and business continuity procedures and industry standards. Data may be stored on media or hardware containing other Perusall’s customers’ data both during and after the Term, provided such media and hardware are subject to the Data Safeguards. No more than once per calendar year, during the Term and for one (1) year thereafter, and upon fifteen (15) business days’ prior notice from Institution, Perusall will provide Institution or its designee with access to information and/or Perusall’s facilities so that Institution may examine, assess, and evaluate the Data

Perusall Confidential and Proprietary 4 Version 1 – March 12, 2022

Safeguards. If, as a result of an audit, Institution determines that the Data Safeguards are materially deficient, Perusall will promptly take reasonably necessary steps to correct all material deficiencies. Promptly after discovery of a data breach, Persuall shall notify Institution of the fact of the breach, the Data that is compromised and the remediation steps taken by Perusall to mitigate the breach and prevent re-occurrence.

4.3. FERPA. If the Family Educational Rights and Privacy Act (“FERPA”) (20 U.S.C. §1232g) is applicable, then Perusall shall comply, as though it were Institution, with all of the requirements of FERPA and the regulations adopted thereunder (34 C.F.R. §99) that address disclosures to third parties of student information, and other local, state or federal laws regulating the use and dissemination of Institution’s constituent information. Institution appoints Perusall as a “School Official” as that term is used in Title 34, Code of Federal Regulations, §§99.7(a)(3)(iii) and 99.31(a)(1), for purposes of responding to requests that come to it for “education records” as that term is defined under 20 U.S.C. §1232g (a)(4), with respect to course enrollments and other information needed to provide Content to Students. Institution has determined that Perusall has a “legitimate educational interest” in responding to such requests, as that phrase is used in the previously cited regulations. Institution agrees to indemnify, defend and hold harmless Perusall, its officers, directors, employees, shareholders, agents, legal representatives, subsidiaries, Affiliates, successors and permitted assigns from and against any and all liabilities, penalties, fines, forfeitures, demands, claims, causes of action, suits, and costs and expenses (including costs of defense, settlement and reasonable attorney’s fees and expert witness fees) (collectively “Liabilities”), which any or all of them may suffer, incur, be responsible for or pay out to any third party as a result of claims or actions resulting under FERPA or other local, state or federal laws regulating the use and dissemination of Institution’s constituent information, to the extent such Liabilities are caused by or arise out of the negligence or misconduct of Institution, and provided that Perusall handles such information consistent with the terms of this Agreement, any applicable Orders and Institution’s instructions. Perusall regards security and confidentiality of data and information to be of utmost importance. Perusall will use reasonable efforts to preserve the security and confidentiality of the information used to provide the Services to Institution. Perusall’s policies and practices are FERPA compliant and Perusall certifies that it will not make or permit unauthorized use of any information systems or records, including: change, delete or add data to any information systems or files outside the scope of designated responsibilities. When in doubt about the confidentiality of any record or its ability to disclose information, Perusall agrees to consult with Institution before disclosing any student or employee information. Perusall agrees to indemnify, defend and hold harmless Institution, its officers, directors, employees, shareholders, agents, legal representatives, subsidiaries, Affiliates, successors and permitted assigns from and against any and all Liabilities, which any or all of them may suffer, incur, be responsible for or pay out to any third party as a result of claims or actions resulting under FERPA or other local, state or federal laws regulating the use and dissemination of Institution’s constituent information, to the extent such Liabilities are caused by or arise out of the negligence or misconduct of Perusall.

4.4. PIPEDA. To the extent that Perusall, during the performance of Services hereunder, receives, observes or otherwise comes into possession of information that is protected by the Personal Information Protection and Electronic Documents Act (“PIPEDA”) in Canada, Perusall shall comply with the applicable provisions of PIPEDA and any similar provincial legislation (collectively, the “Canadian Privacy Laws”), including the provisions relating to the collection, use, retention and disclosure of Personal Information. For clarity, Perusall shall not be responsible for obtaining any necessary privacy consents from Users or other individuals who are the subject of the Services, and Perusall shall not be liable to Institution for any breach of applicable data protection laws due to failure to obtain such consents or other negligence or misconduct by Institution.

4.5. GDPR. To the extent that Perusall, during the performance of Services hereunder, receives, observes or otherwise comes into possession of information that is protected by the EU General Data Protection Regulation 2016/679 and any national laws that implement or are made pursuant to it (collectively, “GDPR”), then Perusall shall comply with, and shall take all necessary measures to ensure its actions (or lack of action) do not result in non-compliance with, the applicable provisions of the GDPR. Perusall further agrees that: (a) it will take appropriate technical and organizational measures against the unauthorized or unlawful processing of Personal Data (as defined in the GDPR) and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to: the harm that might result from such unauthorized or unlawful processing or accidental loss, destruction or damage; and the nature of the data to be protected, and take reasonable steps to ensure compliance with such measures; (b) keep a record of any processing of Personal Data it carries out in connection with this Agreement and provide to Institution a copy of all Personal Data held by it as requested; and (c) it will strictly limit the processing of any Personal Data to processing that is necessary for the purposes of this Agreement. To the extent the Services are subject to the GDPR, in order to adduce adequate safeguards

Perusall Confidential and Proprietary 5 Version 1 – March 12, 2022 with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer of data, the parties agree to the provisions specified in Exhibit A – Standard Clauses.

5. CONFIDENTIALITY

5.1. Nondisclosure and Nonuse. Each party receiving Confidential Information shall (a) disclose such Confidential Information to only those directors, officers, employees and agents of such party (i) whose duties justify their need to have access to such information and (ii) who have been clearly informed of their obligation to maintain the confidential, proprietary and/or trade secret status of such Confidential Information; and (b) use such Confidential Information only for the purposes set forth in this Agreement or the applicable Order. Each party receiving Confidential Information shall treat such information as confidential, and shall use the same care to prevent disclosure of such information as such party uses with respect to its own confidential and proprietary information, but in no event less than reasonable care.

Confidential Information will remain the property of the furnishing party.

5.2. Notice. The receiving party will notify the furnishing party promptly if the receiving party learns of any unauthorized possession, use or knowledge of the furnishing party’s Confidential Information and will cooperate with the furnishing party in stopping or minimizing such unauthorized use or disclosure.

5.3. Compelled Disclosure. If the receiving party receives a subpoena or other valid administrative or judicial notice requesting the disclosure of the furnishing party’s Confidential Information, the receiving party will promptly notify the furnishing party. If requested, the receiving party will provide reasonable cooperation to the furnishing party in resisting or limiting the disclosure at the furnishing party’s expense. Subject to its obligations stated in the preceding sentence, the receiving party may comply with any binding subpoena or other process to the extent required by law, but will in doing so make every effort to secure confidential treatment of any materials disclosed.

5.4. Public Records Laws. In the event that Institution is municipal, state or federal entity that is subject to public records laws, Perusall understands that certain Confidential Information received by Institution may constitute public records and be subject to disclosure if requested pursuant to such laws. In such event, Institution may disclose such Confidential Information as required by law, provided that Institution (i) provides Perusall written notice no less than five

(5) business days prior to responding to a public records request to allow Perusall to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required under applicable law, and (iii) communicates in good faith with Perusall in responding to any such records request.

5.5. Return or Destruction. Upon termination or expiration of this Agreement and all Orders issued under this

Agreement, the receiving party, at the furnishing party’s option, will return or destroy all Confidential Information of the furnishing party that the receiving party does not possess under a valid license, provided that the receiving party may retain any Confidential Information stored pursuant to its standard automated data backup procedures, which retained information shall remain subject to the restrictions in this Section 5.

6. INTELLECTUAL PROPERTY

6.1. Ownership of Institution Content. As betermtween Institution and Perusall, Institution Content is and shall remain the sole and exclusive property of Institution.

6.2. Ownership of Perusall Content. “Perusall Content” means: (i) any Content provided by Perusall to

Instructors or Students as part of the Services, other than Institution Content, (ii) any software, systems and all other materials made available by Perusall to Institution and/or developed by Perusall for Institution, including the Systems and the Platform (excluding any Institution Content), (iii) any and all Derivative Works of any of them, and (iv) all copyrights, trademarks, patents, trade secrets, and any other proprietary rights arising out of or relating to any of the foregoing. As between Institution and Perusall, Perusall Content is and shall remain the sole and exclusive property of Perusall or its licensors or suppliers.

6.3. Ownership of Third Party Content. Through the Services, Perusall may allow Students or Users to purchase access to Third Party Content (e.g., textbooks). Each such third party retains ownership of their Third Party Content.

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6.4. Institution Content. Institution hereby grants to Perusall a nonexclusive, royalty-free license to use any Institution Content provided by it or by any User to Perusall solely for the purpose of performing the Services for Institution and Students and for such other purposes as may be set forth in an Order or otherwise agreed upon by the parties in writing.

6.5. Restrictions on Use. Institution shall not engage or authorize others including its Students, Instructors, faculty, staff or alumni to:

6.5.1. except as expressly permitted in an applicable Order, transfer, publish, distribute, commercially use, display, broadcast, transmit, telecommunicate, or sell all or any part of the Perusall Content or Third Party Content; or

6.5.2. use all or any part of the Perusall Content for purposes of developing any product (other than the products to be developed by the parties under this Agreement).

Institution acknowledges that Perusall has the right to terminate the Agreement in the event of violation of this Section 6.5 by Institution.

6.6. Suitability of Materials. Instructor has the final decision on what materials to make available to Students.

Notwithstanding Institution’s rights to use the Perusall Content hereunder, Perusall may require Institution to promptly cease (within three business days) using any Perusall Content, if:

6.6.1. Perusall notifies Institution that Perusall no longer has the necessary rights to the Perusall

Content or any portion of it;

6.6.2. Perusall believes cessation is necessary to limit or avoid liability; or

6.6.3. Perusall is otherwise required by law or court order to cease and desist.

6.7. Access/Authorized End Users. Perusall will restrict access to the Institution Content to Users as identified by Institution through Perusall’s specified entitlements process.

7. TERM; TERMINATION

7.1. Term. This Agreement commences as of the Effective Date and will continue until the expiration or termination of the Subscription Term (as defined in the Order) in all Orders, unless terminated earlier as set forth below (the “Term”).

7.2. Default. If a party believes that the other party has failed to perform a fundamental obligation the failure of which defeats the essential purpose of the Order under which the obligation arises (a “Breach”), then that party may provide written notice directed to the breaching party describing the alleged Breach in reasonable detail and making reference to this Section 7.2. If the breaching party does not, within thirty (30) days after receiving such written notice, either (i) cure the Breach or (ii) if the Breach is not one that can reasonably be cured within thirty (30) days, develop a plan to cure the Breach and diligently proceed according to the plan until the Breach has been cured, then the non-breaching party may terminate the Order to which the Breach relates for cause by providing written notice to the breaching party. Prior to termination of an Order for cause, the breaching party will be afforded an opportunity to meet with a senior management representative of the non-breaching party to explain its position.

7.3. Effect of Expiration or Termination. The expiration or termination of this Agreement or any Order will not relieve either party of any obligation or liability accrued prior to such termination, nor affect or impair the rights of either party arising prior to such termination.

7.4. Survival. Any provision of this Agreement or any Order that imposes or contemplates continuing obligations on a party will survive the expiration or termination of this Agreement or the Order in which it is contained. The termination of any particular Order will not affect the parties’ respective rights, duties and obligations under any other Orders then in effect.

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8. WARRANTY DISCLAIMERS

ACCESS TO AND USE OF THE SERVICES IS AT INSTITUTION’S (AND THEIR INSTRUCTORS’ AND

STUDENTS’) OWN RISK. THE SERVICES ARE PROVIDED TO INSTITUTION (AND THEIR

INSTRUCTORS AND STUDENTS) ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT

LIMITING THE FOREGOING, PERUSALL AND ITS PARTNERS DISCLAIM ANY WARRANTIES,

EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR

NON-INFRINGEMENT. Perusall makes no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content thereon.

Perusall will not be responsible or liable for any harm to any computer system, loss of data, or other harm that results from access to or use of the Services, or any Institution Content. Institution also agrees that Perusall has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Institution Content and other communications maintained by the Services. Except as set forth on an Order, Perusall makes no warranty that the Services will meet Institution’s requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from Perusall or through the Services, will create any warranty not expressly made herein.

9. LIMITATION OF LIABILITY

9.1. Limitations. If Institution should become entitled to claim damages from Perusall for any reason (including for breach of contract, breach of warranty, negligence or other tort claim), Perusall will be liable only for the amount of Institution’s actual direct damages up to the amount that Institution paid Perusall for the items or Services that are the subject of the claim for the three (3) months prior to the month in which the most recent event giving rise to liability occurred. In no event, however, will Perusall be liable to Institution (in the aggregate for all claims made with respect to an Order) for more than the amount paid by Institution to Perusall under the applicable Order in the 12 month period preceding the claim.

These limits also apply to Perusall’s subcontractors.

9.2. No Liability for Certain Damages. In no event will Perusall be liable for: (i) any damages arising out of or related to the failure of Institution or its suppliers to perform their responsibilities; (ii) any claims or demands of third parties (other than those third party claims covered by Section 10); or (iii) any lost profits, loss of business, loss of data, loss of use, lost savings or other consequential, special, incidental, indirect, exemplary or punitive damages, even if Perusall has been advised of the possibility of such damages. Perusall will not be held responsible, or to have failed to meet its obligations if it either delays performance or fails to perform as a result of any cause beyond its reasonable control.

9.3. Exclusions from Limitation; Survival. The limitations of liability set forth in this Section 9 will survive and apply notwithstanding the failure of any limited or exclusive remedy for breach of warranty set forth in this Agreement or any Order. The parties agree that the foregoing limitations will not be read so as to limit any liability to an extent that would not be permitted under applicable law.

10. INDEMNIFICATION

10.1. Perusall Infringement Obligations. If Institution receives a claim that Institution’s use of the Services, including any Perusall Content made available by Perusall, infringes any third party copyright, then Perusall will, at its own expense and subject to the provisions of this Section 10, defend Institution in such proceeding, and Perusall will pay all settlements, costs, damages and legal fees finally awarded. If such a proceeding is brought or appears to Perusall to be likely to be brought, Perusall may, at its sole option and expense, either obtain the right for Institution to continue using the allegedly infringing item(s) or replace or modify the item(s) to resolve such proceeding. If Perusall finds that neither of these alternatives is available to it on commercially reasonable terms, Perusall may require Institution to return the allegedly infringing item(s), in which case Institution will receive a refund of any pre-paid, unused fees by it for the returned item(s).

Institution shall promptly notify Perusall in writing of the proceeding, and provide Perusall a copy of all notices received by Institution with respect to the proceeding, cooperating with Perusall in defending or settling the proceeding; provided that its failure to comply with the above obligations shall not affect Perusall’s obligation to indemnify Institution, except to the extent Perusall is prejudiced thereby. Institution shall allow Perusall to control the defense and settlement of the

Perusall Confidential and Proprietary 8 Version 1 – March 12, 2022 proceeding, including the selection of attorneys. Institution may, observe the proceeding, retain their own counsel to advise them relating to the proceedings, and confer with Perusall, at its own expense.

10.2. Exceptions. Perusall will have no liability to Institution under Section 10.1 or otherwise for any claim or action alleging infringement based upon (i) any use of the Services or Content in a manner other than as specified by Perusall or as contemplated in an Order; (ii) any combination of the Services or Content by Institution with other products, equipment, devices, systems or data not supplied by Perusall to the extent such claim is directed against such combination;

(iii) the Institution Content, or the use of the Institution Content; or (iv) any modifications or customization of the Services or the Content by any person other than Perusall.

10.3. Exclusive Remedy. THIS SECTION 10 STATES THE ENTIRE LIABILITY AND OBLIGATIONS OF

EACH PARTY, AND THE EXCLUSIVE REMEDY OF EACH PARTY WITH RESPECT TO ACTUAL OR ALLEGED

INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT.

11. MISCELLANEOUS

11.1. Severability. The provisions of this Agreement and each Order will all be deemed severable, and the unenforceability of any one or more provisions will not affect the enforceability of any other provisions. In addition, if any provision of this Agreement or any Order, for any reason, is declared to be unenforceable, the parties will substitute an enforceable provision that, to the maximum extent possible under applicable law, preserves the original intentions and economic positions of the parties.

11.2. Conflict Resolution. In the event of a dispute between the parties arising out of or relating to this Agreement or any Order, the parties will first attempt to resolve the dispute by internal discussions involving their appointed representatives within thirty (30) days of the dispute arising. Formal proceedings for the resolution of the dispute may not be commenced until the earlier of: (i) the designated representatives jointly conclude that resolution through continued negotiation does not appear likely; or (ii) thirty (30) calendar days have passed since the initial request to negotiate the dispute was made; provided, however, that a party may file earlier to avoid the expiration of any applicable limitations period, to preserve a superior position with respect to other creditors, or to apply for interim or equitable relief.

11.3. Arbitration. In the event of any dispute between the parties which arises out or relates to this Agreement, such disputes shall be finally determined by binding arbitration in Boston Massachusetts and the rules of the JAMS. All such disputes shall be determined by three arbitrators selected jointly by the parties, and in the event that the parties cannot agree on one or more arbitrators, such arbitrators shall be selected by JAMS. All proceedings and documentation arising out of relating to such arbitration shall be considered Confidential Information hereunder. Each party irrevocably submits to the exclusive jurisdiction of such arbitration panel.

11.4. Sovereign Immunity. Nothing herein shall be deemed a waiver of the sovereign immunity of Institution, to the extent Institution qualifies for such immunity.

11.5. Governing Law. This Agreement and each Order and Addendum will be governed by the laws of the

Commonwealth of Massachusetts, without reference to choice of law rules, unless the Order specifies otherwise. The U.N.

Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

11.6. Integration. The Cover Page, this Agreement and each Order and Addendum constitute the entire agreement between the parties with respect to their subject matter and supersede all other prior or contemporaneous communications between the parties (whether written or oral) relating to their subject matter and may be modified or amended solely in a writing signed by both parties.

11.7. No Waiver. No failure or delay by a party in exercising any right, power or remedy will operate as a waiver of that right, power or remedy, and no waiver will be effective unless it is in writing and signed by the waiving party. If a party waives any right, power or remedy, the waiver will not waive any successive or other right, power or remedy the party may have under the Contract Documents.

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11.8. Reasonable Behavior. Each party will act in good faith in the performance of its respective responsibilities and will not unreasonably delay, condition or withhold the giving of any consent, decision or approval that is either requested or reasonably required by the other party in order to perform its responsibilities.

11.9. Notices. Any notice or communication permitted or required under this Agreement or any Order will be deemed to have been duly given: (i) three (3) business days after the date of mailing if sent by registered or certified U.S.

mail, postage prepaid, with return receipt requested; (ii) when transmitted if sent by email or other electronic notice; or

(iii) when delivered if delivered personally or sent by express courier service. Perusall will send all notices to both Institution’s principal contact and the legal notice contact as each are set forth on the Cover Page. Institution will send all notices to Perusall to: 2028 E Ben White Blvd, Suite 240-4400, Austin, TX 78741-6931, or support@perusall.com.

11.10. Force Majeure. Except with regard to payment obligations, neither party will be responsible for any failure to fulfill its obligations due to causes beyond its reasonable control, including acts or omissions of government or military authority, acts of God, epidemics, pandemics, materials shortages, transportation delays, fires, floods, labor disturbances, riots, wars, terrorist acts or inability to obtain any export or import license or other approval of authorization of any government authority or accrediting body.

11.11. Publicity. Neither party may use the name of the other in connection with any advertising or publicity materials or activities without the prior written consent of the other party.