DOC1664653072.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): ______________________________________

7/30/25Jaci Lindburg

Perusall $13,000

Rick E. Murch-Shafer 7/30/25

Perusall is a tool used by many faculty on multiple campuses for delivering interactive content electronically. Many faculty are already using this tool on their own but now we are putting a contract in place for better support and functionality. This makes the most sense over evaluating other potentials.

Shanon Wright

07/30/25 | 13:19 CDT 07/30/25 | 16:18 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 Perusall LLC Contact Michael Rosenberg

Sourcing Agent Email michael@perusall.com

REQUESTING DEPARTMENT

Participating Campuses

UNO

Administrative Unit/Dept.

Academic Technologies

Department Contact Rick Murch-Shafer

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

Perusall is a SAAS that will integrate within Canvas and allow for engaging student content within courses. This amendment includes all 4 campuses

Contract Document Document Amt Total Amt Start Date End Date Notes

CW34809 $13,000 $13,000 08/01/2025 07/31/2026

CW15869 $3,000 $3,000 08/01/2024 07/31/2025

COMPETITION/BID INFORMATION

Bid Number

Competition NCPD attached

Contract Information

INTERNAL USE ONLY

CW34809

AMENDMENT TO MASTER SERVICES AGREEMENT

This Amendment to the Master Services Agreement ("Amendment"), made effective as of August 1, 2025 (the “Amendment Date”), is by and among Perusall LLC, a Delaware limited liability company with an address at 2028 E Ben White Blvd, Suite 240-4400, Austin, TX 78741-6931 ("Perusall"), the University of Nebraska at Omaha, with an address at 6001 Dodge Street, Omaha, NE 68182 (“University of Nebraska at Omaha”), and the University of Nebraska System, with an address at 3835 Holdrege Street, Lincoln, NE 68583 (“University of Nebraska System”) (each a “party” and collectively the "parties"). For purposes of this Amendment and the Agreement, the definition of “University of Nebraska System” shall include its campuses at: (1) the University of Nebraska at Omaha; (2) the University of Nebraska at Kearney, with an address of 2504 9th Ave, Kearney, NE 68849 (“University of Nebraska at Kearney”); (3) the University of Nebraska–Lincoln, with an address at 1400 R St Lincoln, NE 68588 (“University of Nebraska-Lincoln”); and (4) the University of Nebraska Medical Center, with an address at 42nd and Emile, Omaha, Nebraska 68198 (“University of Nebraska Medical Center”).

WHEREAS, Perusall and the University of Nebraska at Omaha entered into a Master Services Agreement effective as of August 1, 2024 (the "Agreement");

WHEREAS, the parties now desire to amend the Agreement to include the University of Nebraska System and its campuses (the University of Nebraska at Kearney, the University of Nebraska–Lincoln, and the University of Nebraska Medical Center) as a party to the Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth, the parties agree as follows:

1. Definition of Institution: The Agreement is hereby amended such that the term "Institution" (as defined in the first row of the table on the first page of the Agreement) shall refer to the University of Nebraska System, including its campuses at the University of Nebraska at Omaha, the University of Nebraska at Kearney, the University of Nebraska–Lincoln, and the University of Nebraska Medical Center.

2. Principal Point of Contact: The Agreement is hereby amended such that the “Principal

Point of Contact” (as set forth in the fourth through ninth rows of the table on the first page of the Agreement) for the Institution shall be as follows:

Principal Point of Contact: Billing Contact Legal Notices Name: Rich Murch-Shafer Title: Director, Academic Technology Address: University of Nebraska at Omaha

Criss Library 320M 6001 Dodge Omaha, NE 68182

Email: rmurchshafer@unomaha.edu Phone: (402) 554-3539

3. Effect of Amendment: Except as expressly modified in this Amendment, all terms and conditions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Date.

PERUSALL LLC

By: ___________________________________ Name: Gretchen Brevnov Title: Chief Executive Officer Date: ___________________________________

UNIVERSITY OF NEBRASKA AT OMAHA

By: ___________________________________ Name: Jessie Combs Title: Asst Vice Chancellor and Controller, Business and Finance Date: ___________________________________

UNIVERSITY OF NEBRASKA SYSTEM

By: ___________________________________ Name: ___________________________________ Title: ___________________________________ Date: ___________________________________

July 14, 2025

07/30/25 | 13:49 CDT

AVP & Director of University Services

07/30/25 | 16:18 CDT

CONFIDENTIAL

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

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 8.1.24 (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 System

Billing Address: University of Nebraska at Omaha

Criss Library 320M 6001 Dodge

Omaha, NE 68182

Billing Email: rmurchshafer@unomaha.edu

Contact Name: Rich Murch-Shafer

ORDER TERM

Subscription Term Start

Date:

8.1.25

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”).

mailto:rmurchshafer@unomaha.edu

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

Institution agrees to purchase the following:

PERUSALL SERVICES

Service Level: () Perusall Basic

(X) 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.

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: $13,000

Number of Students: 7,000

Annual Fee Per Student: N/A

Total Annual Fees Due: $13,000

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

ADD-ON SERVICES AND ADDITIONAL TERMS

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

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 System: PERUSALL LLC

Signature:

Print Name: Print Name:

Gretchen Brevnov

Title: Title:

Date: Date:

CEO

July 17, 2025

Signature:

AVP & Director of University Services

07/30/25 | 16:18 CDT

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 aimeddirectly 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 listof 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 servicecredits. 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.

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

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:

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.

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

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

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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

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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”),…