DOC1706611823.pdf

University of Nebraska

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 Name

SHUTTERSTOCK INC

Contact Information

Supplier: Malina McAfee, mmcafee@shutterstock.com

REQUESTING DEPARTMENT

Participating Campuses

UNOP

Department Contact Department: Ryan

Rothman, rrothman@nebraska.e du

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and / or event name) Renewal of Shutterstock stock photo contract for 2025-26 year.

Purchase Category Marketing and distribution Commodity 8014 Current Contract Amount

$7,075 USD Total Contract Amount

$19,000 USD

Start Date 09/12/25 End Date 09/11/26 Renewals Zero

COMPETITION REVIEW

Bid Number N/A Competitive Review Findings

Under 25k

Additional Contract Information

N/A

INTERNAL USE ONLY

CW35588

https://s3.ariba.com/Sourcing/Main/aw?awh=r&awssk=qillGQmqDAgvEkLl&realm=NUSystem https://s3.ariba.com/Sourcing/Main/aw?awh=r&awssk=AC52ixx5011.tvFE&realm=NUSystem&awrdt=1 https://s3.ariba.com/Sourcing/Main/aw?awh=r&awssk=AC52ixx5011.tvFE&realm=NUSystem&awrdt=1

*Any products available hereunder that are not defined in the Agreement shall be controlled by the terms at www.shutterstock.com/license.

July 18, 2025 Customer: University of Nebraska Username: jackieostrowicki Bill to Address: 3835 Holdrege Street Lincoln NE 68503 UNITED STATES Billing Contact Email: jostrowicki@nebraska.edu License to Address: 3835 Holdrege Street Lincoln NE 68503 UNITED STATES Email Address: jostrowicki@nebraska.edu

AMENDMENT

This agreement constitutes an amendment (the “Amendment”) to that certain Custom License entered into by and between Shutterstock (“Shutterstock”) and University of Nebraska (“Customer”) dated September 12, 2023 (the “Agreement”). For the sake of clarity, unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Agreement.

Shutterstock and Customer hereby agree to enter into a new subscription under the terms of the Agreement.

In consideration of the sum of USD $7,075.00 (the “Subscription Fee”), payable as hereinafter provided, and for other good and valuable consideration, the legal sufficiency of which is acknowledged by the parties, in addition to the rights conferred by the applicable Visual Content License, Shutterstock grants Customer the following additional rights in and to the Shutterstock service and Shutterstock’s Content:

1. The term of Customer’s new subscription shall be for a period of exactly 12 months commencing on the date Shutterstock activates the subscription (the “Term”);

2. Customer’s account may be accessed by up to 14 authorized users employed by Customer or its Affiliates (each an “Authorized User”);

3. During the Term, this Amendment permits Customer’s Authorized Users to download*:

Visual Content Quantity

Team Image Subscription - 750 Downloads/Month, Annual 1

Shutterstock shall invoice Customer via email. All invoiced amounts must be paid in full within 30 days from the date of Shutterstock’s invoice. Shutterstock reserves the right to impose a late fee equal to the lesser of 1.5% per month and the highest amount allowed by applicable law on all overdue balances. The grant of any license to use Images or other content downloaded from the Shutterstock website is contingent upon the timely receipt of full payment and your compliance with the TOS. If Customer fails to make timely payment or otherwise breaches the TOS, Customer’s rights to use any Images or other content shall be deemed terminated as of the date of this Custom License. Customer agrees that it shall reimburse Shutterstock, on demand, for all legal fees and costs of collection incurred by reason of Customer’s default in payment or other breach of the TOS or this Custom License.

The Subscription Fee does not include any taxes, duties or other government charges. Shutterstock will invoice the Customer for the amounts of any such taxes, duties or other charges which Shutterstock is required to collect, including without limitation, sales and use taxes and value added taxes. Customer must pay such amounts to Shutterstock within 30 days from the date of Shutterstock’s invoice.

If Customer requires a purchase order (“PO“) in order to remit fees due hereunder, it shall be Customer’s sole responsibility to provide such PO to Shutterstock in a timely manner. Shutterstock will include the PO number provided by Customer on the applicable invoice to Customer. Shutterstock’s failure to include a PO number on any invoice shall not relieve Customer of its obligation to pay for any Content. If Customer provides no PO number to Shutterstock, Customer warrants and represents that a PO number is not required for the purposes of remitting fees due by Customer hereunder. If Customer fails to provide Shutterstock sufficient remittance information with payment, Shutterstock may apply such payments toward any Customer past due amounts owed Shutterstock, from oldest to most recent unpaid invoices. PO Number:

Except as expressly stated herein, all other terms and conditions of the Agreement remain unchanged by this Amendment.

http://www.shutterstock.com/license

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered as of the date first above written, and represent that the persons whose signatures appear below are duly authorized to execute this Amendment.

Billing Contact Jackie Ostrowicki

Billing Contact Email jostrowicki@nebraska.edu

Bill to Address 3835 Holdrege Street Lincoln NE 68503 UNITED STATES

University of Nebraska

By: [counterpartySignerSignature_uTTInm5] [shutterstockSignerSignature_dSefXKs]

Name: [counterpartySignerName_WExl5j0] [shutterstockSignerName_2EZs0yP]

Title: [counterpartySignerTitle_5fhf2GM] [shutterstockSignerTitle_2DsYNLd]

Date: [counterpartySignerDateField_Bf6cPRx] [shutterstockSignerDateField_dgbKCat]

[legalInitialsInitials_NHb2Dlq]

CC-00456607

Doug Carlson

09/03/25 | 11:36 CDT

AVP & Director of University Services

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 SHUTTERSTOCK INC Contact Lily Jiang

Email NA

REQUESTING DEPARTMENT

Participating Campuses

UNOP, UNL, UNK

Administrative Unit/Dept.

Office of External Relations

Primary Contact Name

Ryan Rothman

Primary Contact Email rrothman@nebraska.edu

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

Shutterstock contracts for digital stock photo services used by UNK, UNL, UNOP. Contract has been consolidated from separate campus contracts to one.

Purchase Category Marketing, Media & Print

Total Amount of Spend

7,075.00 USD Start Date 9/21/2023

12:00 AM

End Date 9/20/2024 11:59

PM

BID INFORMATION

Bid Number N/A Competitive Review Findings

Non-Competitive Purchase Approved

Contract Information Total contract value, including this renewal is $20,553.

INTERNAL USE ONLY

PRO-GOOD-002824

*Any products available hereunder that are not defined in the Agreement shall be controlled by the terms at www.shutterstock.com/license.

September 12, 2023 Customer: University of Nebraska Board of Regents Username: jackieostrowicki Bill to Address: 3835 Holdrege Street Lincoln NE 68503 UNITED STATES License to Address: 3835 Holdrege Street Lincoln NE 68503 UNITED STATES Email Address: jostrowicki@nebraska.edu

AMENDMENT

This agreement constitutes an amendment (the “Amendment”) to that certain Custom License entered into by and between Shutterstock (“Shutterstock”) and University of Nebraska Board of Regents (“Customer”) dated September 21, 2021 (the “Agreement”). For the sake of clarity, unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Agreement.

Shutterstock and Customer hereby agree to enter into a new subscription under the terms of the Agreement.

In consideration of the sum of USD $7,075.00 (the “Subscription Fee”), payable as hereinafter provided, and for other good and valuable consideration, the legal sufficiency of which is acknowledged by the parties, in addition to the rights conferred by the applicable Visual Content License, Shutterstock grants Customer the following additional rights in and to the Shutterstock service and Shutterstock’s Content:

1. The term of Customer’s new subscription shall be for a period of exactly 12 months commencing on the date Shutterstock activates the subscription (the “Term”);

2. Customer’s account may be accessed by up to 14 authorized users employed by Customer or its Affiliates (each an “Authorized User”);

3. During the Term, this Amendment permits Customer’s Authorized Users to download*:

Visual Content Quantity

Team Image Subscription - 750 Downloads/Month, Annual 1

“Affiliate” as used herein shall mean any entity that directly or indirectly controls, is controlled by, or is under common control with Customer. Customer represents that it has the authority to bind its Affiliates to this Custom License. Any breach of this Custom License by an Affiliate shall be deemed to be a breach of the Custom License by such Affiliate and Customer who shall be jointly and severally liable to Shutterstock.

Shutterstock shall invoice Customer via email. All invoiced amounts must be paid in full within 30 days from the date of Shutterstock’s invoice. Shutterstock reserves the right to impose a late fee equal to the lesser of 1.5% per month and the highest amount allowed by applicable law on all overdue balances. The grant of any license to use Images or other content downloaded from the Shutterstock website is contingent upon the timely receipt of full payment and your compliance with the TOS. If Customer fails to make timely payment or otherwise breaches the TOS, Customer’s rights to use any Images or other content shall be deemed terminated as of the date of this Custom License. Customer agrees that it shall reimburse Shutterstock, on demand, for all legal fees and costs of collection incurred by reason of Customer’s default in payment or other breach of the TOS or this Custom License.

The Subscription Fee does not include any taxes, duties or other government charges. Shutterstock will invoice the Customer for the amounts of any such taxes, duties or other charges which Shutterstock is required to collect, including without limitation, sales and use taxes and value added taxes. Customer must pay such amounts to Shutterstock within 30 days from the date of Shutterstock’s invoice.

If Customer requires a purchase order (“PO“) in order to remit fees due hereunder, it shall be Customer’s sole responsibility to provide such PO to Shutterstock in a timely manner. Shutterstock will include the PO number provided by Customer on the applicable invoice to Customer. Shutterstock’s failure to include a PO number on any invoice shall not relieve Customer of its obligation to pay for any Content. If Customer provides no PO number to Shutterstock, Customer warrants and represents that a PO number is not required for the purposes of remitting fees due by Customer hereunder. PO Number:

Except as expressly stated herein, all other terms and conditions of the Agreement remain unchanged by this Amendment.

http://www.shutterstock.com/license

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered as of the date first above written, and represent that the persons whose signatures appear below are duly authorized to execute this Amendment.

Billing Contact Jackie Ostrowicki

Billing Contact Email jostrowicki@nebraska.edu

Bill to Address 3835 Holdrege Street Lincoln NE 68503 UNITED STATES

University of Nebraska Board of Regents

By: [counterpartySignerSignature_uTTInm5] [shutterstockSignerSignature_dSefXKs]

Name: [counterpartySignerName_WExl5j0] [shutterstockSignerName_2EZs0yP]

Title: [counterpartySignerTitle_5fhf2GM] [shutterstockSignerTitle_2DsYNLd]

Date: [counterpartySignerDateField_Bf6cPRx] [shutterstockSignerDateField_dgbKCat]

[legalInitialsInitials_NHb2Dlq]

CC-00336145

Senior VP | CFO

Chris Kabourek

09/20/2023 | 21:59 CDT

Shutterstock License Agreement The following Terms of Service ("TOS") is a legal agreement between The Board of Regents of the University of Nebraska a public body corporation and governing body of the University of Nebraska, having an address at 3835 Holdrege Street, Lincoln, NE 68583 ("you" or "Customer") and Shutterstock, Inc. having an address at 350 Fifth Avenue, 21st Floor, New York, NY 10118(“Shutterstock”)and sets forth the rights and obligations with respect to any Content licensed by you.

• "Content" means all content available for license from the Shutterstock website, including Images, Footage, Editorial, and Music (as defined herein.)

• "Footage" means any moving images, animations, films, videos or other audio/visual representations, video elements, visual effects elements, templates, graphics packs, and motion design projects excluding still images, recorded in any format.

• "Image(s)" means still photographs, vectors, drawings, graphics, and the like.

• "Music" means any musical compositions, master recordings, and any other recordings containing sounds or a series of sounds, in all formats, now known and hereinafter developed.

• "Editorial" means still photographs and footage appearing under the Editorial tab/section.

• "Visual Content" shall refer collectively to Editorial, Images, and Footage.

PART I – VISUAL CONTENT LICENSES

1. Shutterstock hereby grants you a non-exclusive, non-transferable right to use, modify (except as expressly prohibited herein) and reproduce Visual Content worldwide, in perpetuity, as expressly permitted by the applicable license and subject to the limitations set forth herein:

a. IMAGE LICENSES

i. A STANDARD IMAGE LICENSE grants you the right to use Images:

1. As a digital reproduction, including on websites, in online advertising, in social media, in mobile advertising, mobile "apps", software, e-cards, e-publications (e-books, e-magazines, blogs, etc.), email marketing and in online media (including on video-sharing services such as YouTube, Dailymotion, Vimeo, etc., subject to the budget limitations set forth in sub-section I.a.i.4 below);

2. Printed in physical form as part of product packaging and labeling, letterhead and business cards, point of sale advertising, CD and DVD cover art, or in the advertising and copy of tangible media, including magazines, newspapers, and books provided no Image is reproduced more than 500,000 times in the aggregate;

3. As part of an "Out-of-Home" advertising campaign, including on billboards, street furniture, etc., provided the intended audience for such campaign is less than 500,000 gross impressions.

4. Incorporated into film, video, television series, advertisement, or other audio-visual productions for distribution in any medium now known or hereafter devised, without regard to audience size, provided the budget for any such production does not exceed

USD $10,000;

ii. AN ENHANCED IMAGE LICENSE grants you the right to use Images (which rights are in addition to 1-5 above and exclusive to Enhanced Image Licenses):

1. In any manner permitted under a Standard Image License, without any limitation on the number of reproductions, impressions, or budget;

2. Incorporated into merchandise intended for sale or promotional distribution (collectively "Merchandise"), including, without limitation, textiles, artwork, magnets, wall-art, calendars, toys, stationery, greeting cards, and any other physical reproduction for resale or distribution, provided that such Merchandise incorporates material creative or functional elements apart from the Image(s).

3. In wall art (and without requiring further creative or functional elements) for decorative purposes in a commercial space owned by you or your client, and not for sale.

4. Incorporated as elements of digital templates for sale or distribution.

b. FOOTAGE LICENSES

i. A FOOTAGE USE LICENSE grants you the right to use Footage:

1. in a multi-media production displayed or distributed via the web, on social media, using so-called "Apps", or as otherwise disseminated in accordance herewith (see restrictions for distribution limitations), provided the audience for such production does not exceed 500,000;

2. in connection with a live performance, provided the audience for all such performances does not exceed 500,000 people;

3. on websites.

ii. A FOOTAGE COMP LICENSE grants you the right to use watermarked, low resolution Footage as a comp (the "Comp Footage") solely in test, sample, comp, or rough cut evaluation materials. Footage Comp Licenses do not permit you to display or distribute to the public or incorporate into any final materials any such Footage. Comp Footage can be edited, but you may not remove or alter the Shutterstock watermark. Comp

Footage is available to license under the Footage Use License at the time it is downloaded as Comp Footage, but Shutterstock makes no guarantees and shall have no obligation to ensure that Comp Footage will be available for license at any time thereafter.

c. EDITORIAL LICENSE

i. AN EDITORIAL LICENSE grants you the right to make a single, editorial use of an item of Editorial content, which single use may be distributed worldwide, in perpetuity.

ii. A "single use" for the purposes of this license permits the use of Editorial content in a single context (i.e., a news story, blog post, page of a publication) a single time, provided you shall have the right to distribute that use in-context across unlimited mediums and distribution channels.

For example, the use of Editorial content to illustrate a printed article, maybe reused on a blog, on social media, etc., provided it is in-context to the original printed article. Any use not in-context to the original printed article would require an additional license.

iii. An "editorial use" for the purposes of this license shall be a use made for descriptive purposes in a context that is newsworthy or of human interest and expressly excludes commercial uses such as advertising or merchandising.

iv. Any use of Editorial Content licensed hereunder is further subject to those express restrictions set forth in Part I, Section 4 (prohibiting any use distributed via broadcast/cable/OTT, on publication covers, and in print runs in excess of 500,000) as well as any “special restrictions” (e.g., geographical or industry-specific usage restrictions) indicated on the image detail page and/or included in the metadata attached to an item of Editorial Content.

v. All Editorial content shall be deemed "Editorial Use Only" for the purposes of this TOS.

vi. Not all Editorial content is available for license from the Shutterstock website, nor may it be available from all subscriptions. You understand that the Editorial content available for license can change at any time and you shall have no right to demand to license any particular item of Editorial content. If you want to license any Editorial content not available for license from the website, please contact Customer Service.

(Phone: Inside US 1-866-663-3954, Outside US 1-646-419-4452 Email: Customer Support)

2. RESTRICTIONS ON USE OF VISUAL CONTENT

YOU MAY NOT:

a. Use Visual Content other than as expressly provided by the license you purchased with respect to such Visual Content.

b. Portray any person depicted in Visual Content (a "Model") in a way that a reasonable person would find offensive, including but not limited to depicting a https://www.shutterstock.com/help

Model: a) in connection with pornography, "adult videos", adult entertainment venues, escort services, dating services, or the like; b) in connection with the advertisement or promotion of tobacco products; c) in a political context, such as the promotion, advertisement or endorsement of any party, candidate, or elected official, or in connection with any political policy or viewpoint; d) as suffering from, or medicating for, a physical or mental ailment; or e) engaging in immoral or criminal activities.

c. Use any Visual Content in a pornographic, defamatory, or deceptive context, or in a manner that could be considered libelous, obscene, or illegal.

d. Modify Visual Content designated "Editorial Use Only" in a manner that changes the context of what is depicted.

e. Use Visual Content designated "Editorial Use Only" (including, but not limited to, Editorial content) for commercial purposes, including for reference, in any advertising, merchandise or other non-editorial contexts.

f. Resell, redistribute, provide access to, share or transfer any Visual Content except as specifically provided herein. For example and not by way of limitation, the foregoing prohibits displaying Content as, or as part of, a "gallery" of content through which third parties may search and select from such content.

g. Use Visual Content in a manner that infringes upon any third party's trademark or other intellectual property, or would give rise to a claim of deceptive advertising or unfair competition.

h. Use any Visual Content (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof.

i. Falsely represent, expressly or by way of reasonable implication, that any Visual Content was created by you or a person other than the copyright holder(s) of that Visual Content.

3. RESTRICTIONS SPECIFIC TO FOOTAGE

a. Use any Footage in a multi-media production distributed via broadcast, cable network, OTT video service (e.g. Netflix, Hulu, Amazon), or in theaters.

b. Use "stills" derived from Footage except solely in connection with the in-context marketing, promotion, and advertising of your derivative works incorporating Footage.

4. RESTRICTIONS SPECIFIC TO EDITORIAL

a. Use any Editorial content in a multi-media production distributed via broadcast, cable network, OTT video service (e.g. Netflix, Hulu, Amazon), or in theaters, or in related promotional materials.

b. Use any Editorial content on a publication cover, jacket, or other packaging related to the underlying use.

c. Use any Editorial content in a publication with a print run in excess of 500,000 copies.

5. CREDIT AND COPYRIGHT NOTICES

a. The use of Images and Footage in connection with news reporting, commentary, publishing, or any other "editorial" context, shall be accompanied by an adjacent credit to the Shutterstock contributor and to Shutterstock in substantially the following form:

"Name of Artist/Shutterstock.com"

b. Editorial credits shall take the following form:

"Name of Artist / Agency / Shutterstock"

c. If and where commercially reasonable, the use of Images or Footage in Merchandise or an audio-visual production shall be accompanied by a credit to Shutterstock in substantially the following form:

"Image(s) or Footage (as applicable), used under license from Shutterstock.com"

d. Credit attributions are not required in connection with any other use of Footage or Images unless another stock content provided is afforded credit in connection with the same use. For clarity, attribution is always required for Editorial content.

e. In all cases the credit and attribution shall be of such size, color and prominence so as to be clearly and easily readable by the unaided eye.

PART II - MUSIC LICENSES

1. "Production" means all versions of a single audio-visual project or all versions of a single audio-only project in which Music is synchronized to narration in the context of a podcast episode, radio documentary, radio advertisement, or other similar audio-only production.

2. MUSIC LICENSES

Shutterstock grants you a non-exclusive, non-transferable right to synchronize Music in a Production, which Production may be distributed worldwide, in perpetuity, pursuant to the license you purchase (from among the two license types set forth below), and subject to the restrictions set forth in Part II Section 3 hereof:

a. STANDARD MUSIC LICENSE: A Standard Music License grants you the non-exclusive right to synchronize Music in a Production (and in in-context trailers and promotional materials), distributed via web based-viewing platforms or used in non-web based "industrial" contexts, which include trade shows, conferences, corporate Events, internal corporate Use, and point of sale.

b. ENHANCED MUSIC LICENSE: An Enhanced Music License grants you the non-exclusive right to synchronize Music in a Production (and in-context trailers and promotions therefor), solely subject to the restrictions set forth in Part II Section 3 hereof.

c. COMP MUSIC LICENSE: A Comp Music License grants you the right to synchronize watermarked Music solely in test, sample, comp, or rough cut evaluation materials related to a Production. The Comp Music License expressly prohibits distributing Music to the public in any form or incorporating Music into any final materials. You may not remove or alter the Shutterstock watermark from Music under any circumstances

3. RESTRICTIONS ON THE USE OF MUSIC.

YOU MAY NOT:

a. Sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute to any third-party the Music or the right to use the Music separate and apart from the Production in which (pursuant to your license) it is embodied;

b. Resell, redistribute, provide access to, share or transfer any Music except as specifically provided herein;

c. Manufacture, distribute, sell or otherwise exploit "records", CDs, mp3s or any other audio product embodying sound alone which incorporates Music, other than an audio-only Production expressly described in the definition of "Production" above. For the purpose of this sub-section the term "records" means all forms of reproductions, whether now known or hereafter devised, manufacture or distributed primary for home use, school use, or juke box use, embodying sound alone (excluding synchronized material);

d. Use the Music in connection with other material that is pornographic, defamatory, libelous, obscene, immoral, illegal or that otherwise violates any right(s) of any third party(ies);

e. Violate export laws, restrictions or regulations, by shipping, transferring or exporting Music into any country in violation of any export laws, restrictions or regulation;

f. Use, sell, sublicense, reproduce, distribute, display, incorporate into or otherwise make Music, in whole or in part, available as, or as part of, production library content, or downloadable files or include the Music or any derivative work incorporating the Music in any other stock product, library, or collection;

g. Remix, mashup, or otherwise alter the Music, except that you may engage in basic editing of the Music (e.g., setting start/stop points, determining fade-in/fade-out points, etc.) in connection with the exercise of the license granted under this agreement;

h. Use Music in an audio-only Production in which music is the primary content.

4. Except for that Music designated "PRO-free," in the event any public performance licenses are required in connection with your use of the Music authorized under this TOS, you shall be responsible for obtaining such licenses at your sole expense.

Notwithstanding anything to the contrary contained in this TOS: (a) in the event the laws of any jurisdiction require that, in order to avoid infringement or the violation of any third party rights, licenses be obtained from collection societies or similar entities for or in connection with activities otherwise authorized under this TOS, you shall be responsible for obtaining and paying for such licenses at your sole expense; and (b) this agreement does not include any so-called "moral rights" or like rights. You will file complete and accurate “cue sheets” with the appropriate Performing Rights Organization(s) and furnish a copy of each such cue sheet to Shutterstock via email to cuesheets@shutterstock.com. This obligation shall apply to all Music except that Music designated "PRO-free."

5. You may publish Productions incorporating Music on third party "user-generated" content distribution platforms (e.g., YouTube) (each a "UGC Platform"). You may not claim ownership of the Music or otherwise register any Music with any UGC Platform even as synchronized with your own Production. If you become aware that any third party claims any ownership interests in any Music, you agree to promptly notify Shutterstock of each such claim.

6. When incorporating the Music in the type of Production in which copyright attribution is customary, you shall provide credit in substantially the following form:

"'[Music Title]' performed by [Artist], used under license from Shutterstock"

PART III - WARRANTIES AND REPRESENTATIONS

1. Shutterstock warrants and represents that:

a. Shutterstock's contributors have granted Shutterstock all necessary rights in and to the Content to grant the rights set forth in Part I or Part II as applicable.

b. Footage and Images in its original unaltered form and used in full compliance with this TOS and applicable law, will not: i) infringe any copyright, trademark or other intellectual property right; ii) violate any third parties' rights of privacy or publicity; iii) violate any US law, statute, ordinance, or regulation; or iv) be defamatory, libelous, pornographic or obscene.

c. Editorial content in the original unaltered form and used in full compliance with this TOS and applicable law, will not infringe a third party’s copyright, it being understood that the foregoing warranty does not apply to elements depicted in the Editorial content.

2. While Shutterstock makes commercially reasonable efforts to ensure the accuracy of keywords and descriptions, as well as the integrity of Visual Content designated "Editorial Use Only", SHUTTERSTOCK MAKES NO WARRANTIES AND/OR

REPRESENTATIONS REGARDING ANY: I) KEYWORD, TITLES OR DESCRIPTIONS; OR II)

AUDIO IN FOOTAGE. For the sake of clarity, Shutterstock will not indemnify or have any liability in respect of any claims arising from inaccurate keyword, titles or descriptions, any audio in Footage.

3. SHUTTERSTOCK MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER

THAN THOSE EXPRESSLY MADE IN THIS "WARRANTIES AND REPRESENTATIONS"

SECTION.

PART IV - INDEMNIFICATION AND LIABILITY

mailto:cuesheets@shutterstock.com

1. Subject to the terms hereof, and provided that you have not breached the terms of this or any other agreement with Shutterstock, Shutterstock will defend, indemnify, and hold you harmless up to the applicable "Limit of Liability" set forth below. Such indemnification is solely limited to Customer’s direct damages arising from a third-party claim directly attributable to Shutterstock’s breach of the express warranties and representations made in Part III hereof, together with associated expenses (including reasonable attorneys’ fees). Indemnification is conditioned upon you notifying Shutterstock, in writing, of any such claim or threatened claim, no later than five (5) business days from the date you know or reasonably should have known of the claim or threatened claim. Such notification must include all details of the claim then known to you (e.g., the use of Content at issue, the name and contact information of the person and/or entity making the claim, copies of any correspondence received and/or sent in connection with the claim). The notification must be emailed to Shutterstock at legal-notices@shutterstock.com, with a hard copy to Shutterstock, 350 5th Avenue, 21st Floor, New York, New York, 10118, Attention: General Counsel, via certified mail, return receipt requested; or ii) overnight courier, recipient’s signature required. Shutterstock shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with Shutterstock in the defense of any such claim and shall have the right to participate in any litigation at your own expense. You agree that Shutterstock is not liable for any legal fees and/or other costs incurred by you or on your behalf prior to Shutterstock having a reasonable opportunity to analyze such claim’s validity.

2. Shutterstock shall not be liable for any damages, costs or losses arising as a result of modifications made to the Content or due to the context in which you use the Content.

3. Limits of Liability: Shutterstock’s total maximum aggregate obligation and liability (the "Limit of Liability") arising out of each of Customer’s:

1. Standard Image Licenses shall be USD $10,000.

2. Enhanced Image Licenses shall be USD $250,000.

3. Footage Use Licenses shall be USD $10,000.

4. Editorial Licenses shall be USD $25,000.

5. Standard or Enhanced Music Licenses shall be USD $10,000.

If you have questions about the foregoing, please contact Customer Service. (Phone:

Inside US 1-866-663-3954, Outside US 1-646-419-4452 Email: Customer Support)

PART V - ADDITIONAL TERMS

1. Except when required by law, Shutterstock shall be under no obligation to issue refunds under any circumstances. All fees are non-refundable, even if your subscription is terminated before its expiration. You authorize Shutterstock to charge you all subscription fees for the duration of the term agreed to at the time of purchase. In the event that Shutterstock determines that you are entitled to a refund of all or part of the

Doug Carlson

AVP & Director of University Services

09/03/25 | 11:36 CDT

mailto:legal-notices@shutterstock.com mailto:legal-notices@shutterstock.com fees you paid, such refund shall be made using the payment method originally used by you to make your purchase. If you reside in the European Union and you cancel your account within fourteen (14) days of making payment to Shutterstock, provided that you have not yet downloaded or licensed any Visual Content, Shutterstock, will refund the payment made by you in connection with such cancelled account. To cancel your account, please contact Customer Service. (Phone: Inside US 1-866-663-3954, Outside US 1-646-419-4452 Email: Customer Support).

2. TERM: The term of this agreement shall begin on the date fully executed and remain in place for 24 months. The contract may be renewed, by mutual agreement of both parties, in writing for one (1) additional 24 month period upon completion of the initial base contract period, provided written mutual concurrence of both parties is exercised in writing prior to the expiration of the existing contract. The length of the contract in its entirety will not exceed four (4) years. The University of Nebraska reserves the right to contract certain work as needed to provide emergency or timely services, introduction of new technology and/or as a result of general market conditions.

3. If Shutterstock is required to collect indirect and/or transactional taxes (such as sales tax, value-added tax, goods and services tax, et al) under the laws of your state or country of residence, you shall be liable for payment of any such indirect tax as allowed by law. Where Shutterstock or you are required to collect or remit direct or indirect taxes, you may be required to self-assess said tax under the applicable laws of your country of residence.

4. "Non-transferable" as used herein means that except as specifically provided in this TOS, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, Content or the right to use Content. You may however, make a one-time transfer of Content to a third party for the sole purpose of causing such third party to print and/or manufacture your goods incorporating Content subject to the terms and conditions herein. If you become aware that any social media website uses any Content in a manner that exceeds your license hereunder, you agree to remove all derivative works incorporating Content from such Social Media Site, and to promptly notify Shutterstock of each such social media website's use. You agree to take all commercially reasonable steps to prevent third parties from duplicating any Content. If you become aware of any unauthorized duplication of any Content please notify us via email at support@shutterstock.com.

5. Upon notice from Shutterstock or if you learn that any Content is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which Shutterstock may be liable, or if Shutterstock removes any Content due to perceived business risk as determined in Shutterstock's reasonable discretion and gives you notice of such removal, you will remove the Content from your computer systems and storage devices (electronic or physical) and, if possible, cease any future use of the mailto:support@shutterstock.com removed Content at your own expense. Shutterstock shall provide you with comparable Content (which comparability will be determined by Shutterstock in its reasonable commercial judgment) free of charge, but subject to the terms and conditions of this

TOS.

6. If you use any Content as part of work product created for or delivered to a client or customer, you will disclose the identities of such clients or customers to Shutterstock, upon Shutterstock’s reasonable request.

1.

7. If you are entering into this TOS on behalf of your employer or other entity, you warrant and represent that you have the full right and authority to do so. In the event that you do not have such authority, you agree that you will be personally liable to Shutterstock for any breaches of the terms of this TOS. You hereby grant Shutterstock a worldwide, non-exclusive, limited license to use your trademarks in Shutterstock's promotional materials, including a public customer list. Shutterstock's use of your trademarks shall at all times conform to your then-current trademark use policies as made available to Shutterstock and shall at all times inure to your benefit. Shutterstock further agrees that it will use commercially reasonable efforts to terminate any particular use of your trademark no later than thirty (30) days from the date of receipt by Shutterstock of your email request to legal-notices@shutterstock.com.

8. The number of Content downloads available to you is determined by the product you purchase. For the purposes of this TOS, a day is defined as the twenty four (24) hour period beginning at the time your product is purchased. A month is defined as a calendar month beginning on and including the date that you purchase your product and ending on that date which is the earlier of (i) the same date as your purchase in the following month or (ii) the last day of the following month. By way of example, if you purchase a monthly subscription on March 5, it will renew on April 5. If you purchase a monthly subscription on August 31, your subscription will renew on September 30.

9. Unless otherwise specified in the coupon, any coupon or discount code applied to a purchase hereunder shall apply only to the first payment made in connection with such purchase.

10. If any individual term of this TOS is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of this TOS, so that this TOS shall otherwise remain in full force and effect.

mailto:legal-notices@shutterstock.com

11. You expressly agree that any feedback provided to you by Shutterstock or its representatives regarding any questions you may have about this TOS or your use of Content licensed hereunder, is solely for the purpose of interpreting this TOS and is not legal advice. Shutterstock cannot render legal advice to you and expressly disclaims any liability of any kind related to any feedback provided by Shutterstock or its representatives.

12. It is expressly understood and agreed that this TOS is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this TOS as to third parties.

13. In the event that you breach any of the terms of this or any other agreement with Shutterstock, Shutterstock shall have the right to terminate your account without further notice, in addition to Shutterstock's other rights at law and/or equity.

Shutterstock shall be under no obligation to refund any fees paid by you in the event that your account is terminated by reason of a breach.

14. Except as expressly set forth in the applicable license and warranties sections herein, Shutterstock grants no rights and makes no further warranties. Shutterstock only has model or property releases where expressly indicated on the Shutterstock website.

15. Shutterstock's liability under any individual license purchased hereunder shall not exceed the "Limit of Liability" applicable to the license in effect at the time you know or should have known of the claim, and is without regard to the number of times the subject Content is licensed or used by you.

16. Except as specifically provided in Part IV hereof, in no event, will Shutterstock's total aggregate liability to you or any third party claiming through you, arising out of or in connection with your use of or inability to use the Shutterstock websites and/or Content contained thereon (whether in contract, tort or otherwise) exceed 10x the monetary amount actually received by Shutterstock from you for the applicable Content license.

17. Neither Shutterstock nor any of its officers, employees, managers, members, shareholders, directors or suppliers shall be liable to you or to any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of your use of the Content, Shutterstock's breach of this agreement, or otherwise, unless expressly provided for herein, even if Shutterstock has been advised of the possibility of such damages, costs or losses.

18. Except as expressly set forth in Part III, all Content is provided "as is" without warranty of any kind, either express or implied, including, but not limited to the implied warranties of non-infringement, merchantability, or fitness for a particular purpose.

Some Content may contain elements that require additional clearance if the Content is modified or used in a particular context. If you make such modification or use Content in such context, you are solely responsible for obtaining any additional clearances thereby required.

19. Shutterstock does not warrant that the Content, Shutterstock websites, or other materials will meet your requirements or that use will be uninterrupted or error free.

The entire risk as to the quality, performance and use of the Content is solely with you.

20. In the event that you use fraudulent credit card information to open an account or otherwise engage in any criminal activity affecting Shutterstock, Shutterstock will promptly file a complaint with www.ic3.gov, the internet crime complaint center, a partnership between the Federal Bureau of Investigation (FBI) and the National White Collar Crime Center.

The Board of Regents of the University of Nebraska

Signature: Date:

Printed Name:

Title:

Shutterstock, Inc.

Signature: Date:

Printed Name:

I affirm that if I am an employee of the University of Nebraska, I have notified buyer of my status as such and that this contract must be completed in accordance with Board of Regents Policy 6.2.1.12, Purchases Involving University Personnel.

10/21/21 | 14:19 PDT

Associate General Counsel

William Clark

VP | CFO

Chris Kabourek

10/21/21 | 16:21 CDT

http://www.ic3.gov/ http://www.fbi.gov/ http://www.nw3c.org/ http://www.nw3c.org/

With copies provided to:

University Procurement Services

ATTN: Contract Administration

1700 Y Street

Lincoln, NE 68588

Notice. Any notice to either party hereunder shall be in writing and shall be served either personally or by registered or certified mail addressed to the following individuals:

To the Service Provider:

350 Fifth Avenue, 21st Floor

New York, NY 10118

To the University:

Jackie Ostrowicki

University of Nebraska

3835 Holdrege Street

Lincoln, NE 68583 jostrowicki@nebraska.edu

With copies provided to:

University Procurement Services

ATTN: Contract Administration

1700 Y Street

Lincoln, NE 68588 itprocurement@nebraska.edu mailto:itprocurement@nebraska.edu

00278168.0

Team Image Subscription - 750 Downloads/Month and 11+ Users

Content

AMENDMENT #1

TEAM SUBSCRIPTION CUSTOM LICENSE

Dated: October 1, 2021

Customer’s Legal Name: Board of Regents of the University of

Nebraska Address: 3835 Holdrege Street Lincoln, NE 68583, United States Email Address: jostrowicki@nebraska.edu

Username: jackieostrowicki

Re: Customized Account with Shutterstock

To Whom It May Concern:

This Custom License (the “Custom License”) constitutes an amendment to the Shutterstock License Agreement (the “TOS”) incorporated herein by this reference, with particular respect to the Standard Image License set forth therein (the “Content License”). Whereas you wish to purchase a subscription to license Content pursuant to the terms of the Content License, and whereas you wish to amend to the TOS and Content License as hereinafter provided, the parties agree as follows.

All capitalized terms used herein shall have the meanings ascribed to them in the TOS unless such terms are separately defined in this amendment.

1. In consideration of the sum of USD 13,478 (the “Subscription Fee”), payable as hereinafter provided, and for other good and valuable consideration, the legal sufficiency of which is acknowledged by the parties, in addition to the rights conferred by the Content License, Shutterstock grants Customer the following additional rights in and to the Shutterstock service and Shutterstock’s Content.

a. The initial term of Customer’s subscription shall be for a period of exactly 24 months commencing on the date Shutterstock activates your account;

b. Customer’s account may be accessed by up to 15 authorized users employed by Customer or its Affiliates (each an “Authorized User”);

c. During the Term, this Custom License permits Customer’s Authorized Users to download:

d. Customer will use its best efforts to prevent its employees and independent contractors, including but not limited to Authorized Users, from using any Content for their own personal or commercial use;

e. Customer will provide Shutterstock with the names of the Authorized Users upon Shutterstock’s reasonable request;

f. The Authorized Users may share Content with other Authorized Users, (for example, by using a “digital asset management system”, secure shared disk drives, and/or secure computer networks) provided Customer implements reasonable security measures to ensure the Content is only accessible to Authorized Users;

g. A breach by an Authorized User of the TOS as amended shall be deemed to be a breach of the TOS by such Authorized User and Customer who shall be jointly and severally liable to Shutterstock.

h. “Affiliate” as used herein shall mean any entity that directly or indirectly controls, is controlled by, or is under common control with Customer. Customer represents that it has the authority to bind its Affiliates to this mailto:jostrowicki@nebraska.edu

Custom License. Any breach of this Custom License by an Affiliate shall be deemed to be a breach of the Custom License by such Affiliate and Customer who shall be jointly and severally liable to Shutterstock.

2. Shutterstock shall invoice Customer via email, at the address above. All invoiced amounts must be paid in full within 30 days from the date Shutterstock’s invoice was received by Customer. Shutterstock reserves the right to impose a late fee equal to the lesser of 1.5% per month or the highest amount allowed by applicable law on all overdue balances.

The grant of any license to use Images or other content downloaded from the Shutterstock website is contingent upon the timely receipt of full payment and your compliance with the TOS. If Customer fails to make timely payment or otherwise breaches the TOS, Customer’s rights to use any Images or other content shall be deemed terminated as of the date of this Custom License.

3. The Subscription Fee does not include any taxes, duties or other government charges. Shutterstock will invoice the Customer for the amounts of any such taxes, duties or other charges to the extent allowed by law and which Shutterstock is required to collect, including without limitation, sales and use taxes and value added taxes. Customer must pay such amounts to Shutterstock within 30 days from the date of receipt of Shutterstock’s invoice by Customer.

This Custom License supplements and modifies the TOS with particular respect to the Content License set forth therein.

The terms of this Custom License supersede provisions of the TOS only to the extent that the terms of this Custom License and the TOS expressly conflict. Nothing in this Custom License should be interpreted as invalidating the TOS, the provisions of which will continue to govern the relationship between the parties insofar as they do not expressly conflict with this Custom License.

By executing this Custom License below where indicated, Customer agrees to be bound by the TOS as amended by this writing, and that Customer has all necessary authority and clearance to enter into the TOS and this Custom License.

Customer access to Content hereunder is contingent upon: i) Shutterstock’s receipt of an executed copy of this Custom License; and ii) payment of the Subscription Fee.

If Customer requires a purchase order (“PO“) in order to remit fees due hereunder, it shall be Customer’s sole responsibility to provide such PO to Shutterstock in a timely manner. Shutterstock will include the PO number provided by Customer on the applicable invoice to Customer. Shutterstock’s failure to include a PO number on any invoice shall not relieve Customer of its obligation to pay for any Content. If Customer provides no PO number to Shutterstock, Customer warrants and represents that a PO number is not required for the purposes of remitting fees due by Customer hereunder.

CONSENTED TO AND AGREED

Board of Regents of the University of Nebraska

By:

Name:

Date:

By:

Name:

Title:

Date:

10/21/21 | 14:19 PDT

Associate General Counsel

William Clark

10/21…