DOC2044066352.pdf

Procure-to-Pay

3835 Holdrege Street | Lincoln, NE 68583-0742 | 402.472.2126 nebraska.edu/p2p

University of Nebraska Contract Summary

CONTRACTOR/COMPANY INFORMATION

Supplier YUJA INC Contact Diana Hernandez

Sourcing Agent Shanon Wright Email Diana.hernandez@yuja.com

REQUESTING DEPARTMENT

Participating Campuses

U- wide/UNOP

Administrative Unit/Dept.

Digital Learnin

Department Contact Rick Murch-Shafer

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

1 year renewal for YuJa Panorama. This allows for accessibility checking and remediation in courses within Canvas.

Contract Document Document Amt Total Amt Start Date End Date Notes

CW41654 $31,363 $31,363.00 03/14/2026 03/13/202

Pro-IT-001431 $25,610.50 $25,610.50

MSA $517,905.82 $517,905.82 3/21/2022 3/20/2029

COMPETITION/BID INFORMATION

Bid Number 3555-22-8111

Competition

Contract Information

INTERNAL USE ONLY

Contract ID HERE

CW41654

TERM AMENDMENT TO EXISTING ORIGINAL AGREEMENT

University of Nebraska at Omaha

ADDRESS: 6001 Dodge Street Omaha, NE 68182 PHONE: 402.554.3539

CONTACT NAME: Rick Murch-Shafer E-MAIL: rmurch-shafer@nebraska.edu

This amendment (the "Amendment") is made by YuJa Inc. and University of Nebraska System, collectively referred to as the "Parties", who are parties to the agreement, dated March 24, 2022, and the subsequent amendment(s) dated August 23, 2022, July 18, 2023, and March 26, 2025, collectively referred to as the "Agreement".

Except as set forth in this Amendment, the Agreement is unaffected and shall continue in full force and effect in accordance with its terms. In case there is any conflict between this Amendment and the Agreement or any earlier amendment, the terms of this Amendment will prevail.

ORDER OF PRECEDENCE:

In case of any inconsistency, conflict, or ambiguity between the terms of the original Agreement and this Amendment, the parties hereby agree that this Amendment shall supersede the terms in the original Agreement.

TERM:

The term (duration) in the Agreement is amended as follows:

a) Originally, the Agreement was to end on March 13, 2026.

b) The parties agree to extend the term of the Agreement for an additional period of 1 year effective from March 14, 2026.

ADDED SKUs:

The Agreement is amended to add the additional SKUs as follows:

• The existing SKUs are below with the current naming conventions, quantities/costs depend on specific orders.

QTY ITEM SKU FTE PRICE

1 Cloud-Hosted Panorama LMS Accessibility Platform EAP-PANORAMA-STANDARD-

COREPLATFORM

12714 $31,363.00 USD

1 Enhanced Accessibility Enterprise Capabilities EAP-PANORAMA-ENHANCED-

CAPABILITIES-PACKAGE

12714 $0.00 USD

1 Inline Document Content Remediation Module EAP-INLINE-DOCUMENT-

REMEDIATION-MODULE

12714 $0.00 USD

1 Cloud-Provided LMS Integration EAP-WEBSITE-ACCESSIBILITY-

WIDGET-LMS-INTEGRATION

12714 $0.00 USD

CUSTOMER REPRESENTATIVE

By:

Name:

Title:

Date:

YUJA INC.

Title: Company Officer

02/25/26 | 18:34 EST

Nathan Arora

Sr. Assoc. VP - COO

Jon Watts

02/26/26 | 10:43 CST

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 YUJA INC Contact Cyndi Rooks

Email cyndi.rooks@yuja.com

REQUESTING DEPARTMENT

Participating Campuses

UNO

Administrative Unit/Dept.

Digital Learning

Primary Contact Name

Rick Murch-Shafer

Primary Contact Email rmurch-shafer@nebraska.edu

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

This is an add on to the YuJA video program to allow for accessibility checking and remediation in courses within Canvas.

Purchase Category IT / Software

Total Amount of Spend

25,610.50 USD Start Date Upon Execution

End Date 2/15/2024 11:59

PM

BID INFORMATION

Bid Number 3555-22-8111 Competitive Review Findings

Formal Bid Awarded

Contract Information NONE

INTERNAL USE ONLY

PRO-IT-001431

/SKU AMENDMENT TO EXISTING ORIGINAL AGREEMENT

CUSTOMER: University of Nebraska Omaha

ADDRESS: 6001 Dodge Street Omaha, NE 68182 United

States

PHONE: 402-554-2800

CONTACT NAME: Shanon Wright E-MAIL: shanonwright@nebraska.edu

This amendment (the "Amendment") is made by YuJa Inc. and University of Nebraska System, parties to the agreement 2022-03-24 dated (the "Agreement").

Except as set forth in this Amendment, the Agreement is unaffected and shall continue in full force and effect in accordance with its terms. If there is conflict between this amendment and the Agreement or any earlier amendment, the terms of this amendment will prevail.

ORDER OF PRECEDENCE:

In case of any inconsistency, conflict, or ambiguity between the terms of the original Agreement and this

Amendment, the parties hereby agree that this Amendment shall supersede the terms in the original Agreement.

ADDED SKUs:

The Agreement is amended to add the additional SKUs as follows:

● The Term of the agreement is starting from the date of signature through the agreement duration

● The existing SKUs are below with the current naming conventions, quantities/costs depend on specific orders.

INCLUDED

SKUs

DESCRIPTION QUANTITY TOTAL

EAP-PANORAMA Cloud-Hosted Panorama Enterprise Accessibility Platform license

15,065 FTE $25,610.50/yr.

CUSTOMER REPRESENTATIVE

YUJA INC.

Title: Company Officer

DocuSign Envelope ID: A4FA16C8-5AA9-4877-97D8-34A50B2DD370

2/7/2023

Senior VP | CFO

03/14/23 | 15:51 CDT

Chris Kabourek

Revised: 01/28/2022

Instructions:

1. All documents submitted to Procurement Contracts for REVIEW and/or SIGNATURE require the Document Cover Sheet completed

2. Email completed Cover Sheet along with all supporting documents (attachments, exhibits, etc.) to ProcurementContracts@unl.edu

3. Incomplete or incorrect forms and/or submission will be returned for clarification, additional information

I. Document Type: select type and complete all that apply

II. Description of Purchase:

III. Previous Actions:

Is this Request associated with OTHER contract/agreement(s) currently in effect with the University? Yes No If YES, provide the OTHER contract/agreement(s) documents with your submission.

IV. Basic Information: complete all sections

Request Date

Dept. Contact Name

SUPPLIER Name Dept./Area

Campuses participating

UNL UNO UNK UNMC

UNCA

Dept Contact Email

BOR

Reportable? Yes No

BOR Approval Meeting Date (if applicable)

BID #

(if applicable)

Reviewed by Legal (if applicable)

Spend for Initial Term / *New Spend only for Amendment

Spend for the full potential life (cumulative total)

Procurement

BUYER

Renewal Reminders?

Select all applicable recipients

None Buyer

Dept Contact

Copy(ies) to

# of days prior to expiration for notice

Initial Term Dates BEGIN thru END

Extension options (select one) one-year renewals none

V. Signature Routing:

DOCUMENT COVER SHEET

Describe what specifically is being purchased (if more spaced is needed, please provide attachments with additional documentations)

Describe any previous actions related to this purchase relevant for the university signer (ex. approved non-competitive, multiple quotes collected, previously bid and supplier changed, history of purchase)

Expenditure

Master Agreement

YuJa Video Content management.

Contract the result of RFP 3555-21-8111

03/18/2022

YuJa Inc.

3555-21-8111 Video Content Management

$203,591.74

Jaci Lindburg

Academic Learning

Jlindburg@nebraska.edu

Spencer Holms

$517,905.82

# of Occurrences

Select: Doug Carlson

Select: Chris Kabourek

Select: Jaci Lindburg

Select: Shelley Witte

Select:

Select:

Select:

Select:

Select:

Claudette Biskup mailto:ProcurementContracts@unl.edu

{00052178.DOCX; 1}

University of Nebraska-YuJa Inc. Cover Agreement

This University of Nebraska Cover Agreement (the “Agreement”) is made and entered as of the date of the last signature set forth below between YuJa Inc. (the “Vendor”) and the Board of Regents of the University of Nebraska a public body corporate for and on behalf of the University of Nebraska (the “University”), which is composed of a chief governing administrative unit (University of Nebraska System) and four universities

(University of Nebraska at Kearney, University of Nebraska-Lincoln, University of Nebraska Medical Center, and University of Nebraska at Omaha).

RECITALS

A. The University issued University of Nebraska-Lincoln RFP# 3555-22-8111 (the “RFP”) for Video

Content Management on January 6, 2022.

B. The Vendor responded to the RFP with a proposal dated January 25, 2022. (the “Proposal”).

C. The University desires to accept the Proposal subject to the terms of this Agreement.

D. The Vendor is willing to modify the RFP and Proposal as set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and the above recitals, which are incorporated into the Agreement by this reference, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Incorporation and Priority of Terms. The following documents, as modified in the attachments hereto, are incorporated into the Agreement by this reference: (1) Appendix A – University of Nebraska

Technical Appendix, (2) University of Nebraska Standard Addendum #1, (3) the RFP, (4) Scope of Work

University of Nebraska eBid # 3555-22-8111 Video Content Management, (5) the Proposal, and (6) YuJa

Inc. Enterprise Customer Agreement. In the event of conflicting or inconsistent provisions between any of the foregoing documents, a document identified with a lower number in this section shall supersede a higher numbered document to the extent necessary to resolve any such conflict or inconsistency. The terms and conditions of this Agreement and all documents incorporated herein shall control, and any additional or different terms or conditions to the contrary in a purchase order, acknowledgment, or similar document, shall be of no effect.

2. Pilot Term. At no cost to the University, upon execution of this Agreement the Vendor will cooperate with the University to conduct trial programs and/or proof of concepts under this Agreement

(“Pilot Program”) for a time period of up to sixty (60) days of which such time period will not begin until after the complete implementation of the technology. At the sole discretion of the University, the University may elect to terminate the Agreement for any reason prior to the expiration of the Pilot Program. The University makes no guarantee that the Pilot Program will result in full program deployment and/or a full contract term.

3. Term. Upon successful completion of the Pilot Term, the terms of this Agreement shall be three

(3) years with four (4) one year renewal periods exercisable at the option of the University.

4. 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 Vendor:

Name: Nathan Arora

Address: 84 W. Santa Clara St., Floor 6

City, State, Zip: San Jose, CA 95113

To the University:

Name: Procurement Contracts

Address: 1700 Y Street

City, State, Zip: Lincoln, NE 68588

Email: nathan.arora@yuja.com

Phone: (408) 663-6628

Email: contracts@nebraska.edu

Phone: (402) 472-2126

5. Unavailability of Funding. Due to possible future reductions in State and/or Federal funds, the

University cannot guarantee the continued availability of funding of the Agreement notwithstanding the consideration contained within the Agreement. In the event funds to finance the Agreement become unavailable, either in full or in part, due to such reductions, the University may terminate the Agreement or reduce the consideration upon notice in writing to the Vendor. Said notice shall be delivered by certified mail (return receipt requested) or in person (with proof of delivery). The University shall be the final authority as to the availability of funds. The effective date of such termination or reduction in consideration shall be the actual effective date of the elimination or reduction of funding. In the event of a reduction in consideration, the Vendor may cancel the Agreement as of the effective date of the proposed reduction upon the provision of advance written notice to the University. The Vendor shall be entitled to receive just and equitable compensation for any satisfactory work performed up to the date of the notice of termination.

In the event of unavailability of funding, the University shall not be liable for any penalty, expense, or liability, or for general, special, incidental, consequential, or other damages resulting therefrom.

IN WITNESS WHEREOF, the parties have entered into this Addendum as of the date set forth below.

Board of Regents of the University of Nebraska

Signature:

Printed Name:

Vendor

Signature:

Printed Name:

03/18/22 | 15:59 EDT

Chief Business Officer

Chris Kabourek

VP | CFO

03/21/22 | 09:48 CDT

mailto:nathan.arora@yuja.com

{00028001.DOCX; 4}

Last updated 2/5/21

Appendix A – UNIVERSITY OF NEBRASKA TECHNICAL APPENDIX

Introduction

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

1. RESERVED

2. OWNERSHIP AND PROPRIETARY RIGHTS

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

Service Provider agrees that its rights to use any such materials or data provided by ITS, including all ITS-owned Materials is limited to such use as is necessary to permit Service Provider to perform Services and obligations in this Agreement.

2.2 ITS has the responsibility for providing Service Provider with the copyright notice language to appear on websites, delivered course content and/or assessments, and on any related practice and/or demonstration materials. Service Provider will have the responsibility for ensuring that the copyright notice language provided to Service Provider by ITS will appear as provided on any applicable materials. Any copyright notice language or other language acknowledging Service Provider’s ownership or other legal rights of Service Provider which appears on websites, course content and/or assessments, and in any practice and/or demonstrational materials will be limited to such language as is necessary to protect Service Provider's legal rights. Unless provided to Service Provider by ITS, no language acknowledging the legal rights of any third party shall appear on materials without the prior written consent of ITS.

2.3 Notwithstanding anything in the Agreement to the contrary, any and all Deliverables (defined below) shall be the sole and exclusive property of ITS. Notwithstanding the foregoing, the intellectual capital (including without limitation, ideas, methodologies, processes, inventions and tools) developed or possessed by Service Provider prior to, or acquired during, the performance of the Scope of Work shall be Service Provider-Owned Material.

2.4 Upon ITS’ request or upon the expiration or termination of this Agreement, Service Provider shall deliver or return all copies of the work to ITS. Service Provider is permitted, subject to its obligations of confidentiality, to retain one copy of the work for archival purposes and to defend its work product.

2.5 Service Provider and ITS intend this Agreement to be a contract for services and each considers any tangible work products identified as deliverables (“Deliverables”) during the Term or Terms of this Agreement to be a work made for hire. If for any reasons the Deliverables would not be considered a work made for hire under applicable law, Service Provider does hereby sell, assign and transfer to ITS, its successors, and assigns, the entire right, title and interest in and to the copyright and any registrations and copyright applications relating thereto and renewals and extensions thereof, and in and to all works based upon, derived from or incorporating the

Deliverables, and in and to all income, royalties damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or equity for past, present, or future infringement based on the copyrights, and in and to all rights corresponding to the foregoing throughout the world.

Service Provider agrees to execute all documents and to perform such other proper acts as ITS may deem necessary to secure for ITS the rights in the Deliverables.

2.6 Other than Deliverables and Service Provider-Owned Materials, the tangible property and work products created by Service Provider pursuant to this Agreement (“Work Product“) shall mutually belong to ITS and Service Provider and each shall be free to use such Work Product without permission of or payment of royalty to the other. As to tangible products and work products identified as Deliverables during the Term or Terms of this Agreement, all Deliverables shall be owned exclusively by ITS.

2.7 ITS recognizes that Service Provider’s business depends substantially upon the accumulation of learning, knowledge, data, techniques, tools, processes, and generic materials that it utilizes and develops in its engagements. ITS’s business also depends substantially upon the accumulation and application of learning, knowledge, data, techniques, tools, processes, and generic materials that it utilizes and develops through collaboration with Service Provider and other service providers. Accordingly, to the extent material that is used in, enhanced, or developed in the course of providing Services hereunder is of a general abstract character, or may be generically re-used, and does not contain Confidential Information of ITS, then Service Provider will own such material including, without limitation: methodologies; delivery strategies, approaches and practices; generic software tools, routines, and components; generic content, research and background materials; training materials;

application building blocks; templates; analytical models; project tools; development tools; inventions; solutions and descriptions thereof; ideas; and know-how (collectively “Know-how”) developed by Service Provider and ITS will own the Know-how developed by ITS. To the extent such Know-how is contained or reflected in the Work Product, each party hereby grants the other a fully paid up, perpetual license to use such Know-how. Neither party will sublicense or sell Know-How of the other party to any third party, and neither party will use or exploit the Know- How of the other party to compete with the information technology and professional services of Service Provider or the educational services and delivery of ITS.

3. DATA USE

As between the parties, ITS will own, or retain all of its rights in, all data and information that ITS provides to the Service Provider, as well as all data managed by Service Provider on behalf of ITS, including all output, reports, logs, analyses, and other materials relating to or generated by the Services, even if generated by the Service Provider, as well as all data obtained or extracted through ITS’ or Service Provider’s use of the Services (collectively, the ITS Data). The ITS Data also includes all data and information provided directly to Service Provider by ITS students and employees, and includes personal data, metadata, and user content. The ITS Data will be ITS’ Intellectual Property and Service Provider will treat it as ITS’ confidential and proprietary information.

Service Provider will not use, access, disclose, or license or provide to third parties, any ITS Data, or materials derived therefrom, except: (i) to the extent necessary to fulfill Service Provider’s obligations to ITS hereunder; or

(ii) as authorized in writing by ITS. Without limiting the generality of the foregoing, Service Provider may not use any ITS Data, whether or not aggregated or de-identified, for product development, marketing, profiling, benchmarking, or product demonstrations, without, in each case, ITS’s prior written consent. Upon request by ITS, Service Provider will deliver, destroy, and/or make available to ITS, any or all of the ITS Data.

4. PROPRIETARY AND CONFIDENTIAL INFORMATION

4.1 Service Provider acknowledges and understands that in connection with this Agreement, the performance of the Scope of Work and otherwise, Service Provider has had or shall have access to, has obtained or shall obtain, or has been or shall be given ITS’ Confidential Information (as defined herein). For purposes of this Agreement, “Confidential Information” means all information provided by ITS, or ITS students to Service Provider, including without limitation information concerning the ITS’ business strategies, political and legislative affairs, students, employees, vendors, service providers, student records, customer lists, finances, properties, methods of operation, computer and telecommunications systems, software and documentation, student materials, student name and other identifying information which is generated by the student, such as biometrics. Confidential Information includes information in any and all formats and media, including without limitation oral communication, and includes the originals and any and all copies and derivatives of such information. Service Provider shall comply with all applicable federal, state and local laws restricting access, use and disclosure of protected information.

4.2 Service Provider shall use the Confidential Information only if and when required for the performance of the Services, and for no other purpose whatsoever, and only by Service Provider employees engaged in that performance. Service Provider may also share Confidential Information with its corporate affiliates and with agents and service providers who are bound by similar obligations of confidentiality and who need such information as part of Service Provider’s performance under this Agreement. Service Provider shall forward any request for disclosure of Confidential Information to:

Information Technology Services Canfield Administration Building North (ADMN) 332 Lincoln, NE 68588-0435

4.3 Service Provider acknowledges and understands that ITS is required to protect certain Confidential Information from disclosure under applicable law, including but not limited to the Family Educational Rights and Privacy Act (“FERPA”), the Gramm Leach Bliley Act (“GLBA”), or the Nebraska Public Records Law, including regulations promulgated thereunder, as the laws and regulations may be amended from time to time. The Confidential Information that is protected under FERPA was provided to the Service Provider as it is handling an institution service or function that would ordinarily be performed by ITS’ employees. Service Provider agrees that it shall be obligated to protect the Confidential Information in its possession or control in accordance with the Privacy Laws and as a “school official” under FERPA. The Service Provider further agrees that it is subject to the requirements governing the use and re-disclosure of personally identifiable information from education records as provided in FERPA.

4.4 Service Provider may disclose Confidential Information as required by legal process. If Service Provider is required by legal process to disclose Confidential Information, Service Provider shall immediately notify ITS, and before disclosing such information shall allow ITS reasonable time to take appropriate legal action to prevent disclosure of the Confidential Information.

4.5 Service Provider's obligations with respect to Confidential Information shall survive the expiration or the termination of this Agreement.

4.6 Service Provider acknowledges that its failure to comply fully with the restrictions placed upon use, disclosure and access to Confidential Information may cause ITS grievous irreparable harm and injury.

Therefore, any failure to comply with the requirements of this section may be a material breach of this Agreement.

4.7 Except to the extent otherwise required by applicable law or professional standards, the obligations under this section do not apply to information that (1) is or becomes generally known to the public, other than as a result of disclosure by Service Provider, (2) had been previously possessed by Service Provider without restriction against disclosure at the time of receipt by Service Provider, (3) was independently developed by Service Provider without violation of this Agreement, or (4) Service Provider and ITS agree in writing to disclose.

To the extent allowed by Nebraska State Law, each party shall be deemed to have met its nondisclosure obligations under this section as long as it exercises the same level of care to protect the other’s information as it exercises to protect its own Confidential Information.

4.8 Service Provider agrees to use Student-Owned Materials, ITS Owned Materials and ITS’ Confidential Information only as necessary to perform its responsibilities under this Agreement, keep it confidential in accordance with this Agreement and use reasonable commercial efforts to prevent and protect the contents of these materials, or any parts of them, from unauthorized disclosure. Further, Service Provider will take industry standard measures to protect the security and confidentiality of such information including controlled and audited access to any location where such confidential and proprietary data and materials reside while in the custody of Service Provider and employing security measures to prevent system attacks (e.g., hacker and virus attacks).

4.9 Upon termination, cancellation, expiration or other conclusion of the Agreement, Service Provider shall return all Confidential Information to ITS or, if return is not feasible, destroy any and all Confidential Information without the prior written authorization from ITS. If the Service Provider destroys the information, the Service Provider shall provide ITS with a certificate confirming the date of destruction of the data. Any data referred to in this section that is still within Service Provider’s actual or constructive control shall be subject to the terms of this Agreement in perpetuity.

4.10 ITS will implement security measures at its offices and all other associated facilities to ensure the confidentiality of Service Provider’s Confidential Information and materials in manner like that provided by ITS for its own information and materials identified as confidential under this Agreement. Unless otherwise provided by separate agreement, upon termination of this Agreement, ITS shall return to Service Provider all Service Provider-Owned Materials, including software, Source Code, and/or documentation provided to ITS by Service Provider; alternatively, and at Service Provider’s option, ITS shall destroy any or all of the aforementioned beyond recoverability. ITS shall not retain any electronic or other copies of any Service Provider-Owned Materials or other Service Provider Proprietary and Confidential Information absent of prior written authorization from Service Provider.

4.11 Service Provider agrees to abide by the limitation on re-disclosure of personally identifiable information (PII) from education set forth in The Family Educational Rights and Privacy Act and with the terms set forth below. 34 CFR 99.33 (a)(2) states that the officers, employees and agents of a party that receives education record information from ITS may use the information but only for the purposes for which the disclosure of the information was made. Further, Service Provider agrees to protect all ITS sensitive data including all PII, financial, corporate business intelligence or intellectual property of ITS faculty, staff, and employees in accordance with generally accepted Information security standards and best practices.

5. SOFTWARE

Service Provider hereby warrants and represents:

A. That it shall perform all of the Work in a professional manner in accordance with industry standards for software development and related services, and that the software development and related services will conform to the specifications in the Agreement.

B. Service Provider is the owner or authorized user of Service Provider software and all of its components, and Service Provider software and all of its components, to the best of Service Provider’s knowledge, do not violate any patent, trademark, trade secret, copyright or any other right of ownership of any third party.

C. Service Provider software and its components are equipped and/or designed with systems intended to prevent industry known system attacks (e.g., hacker and virus attacks) and unauthorized access to Confidential Information.

D. Service Provider has used industry standards for vulnerability testing and software quality code reviews to ensure that software is free of any and all "time bombs," computer viruses, copy protect mechanisms or any disclosed or undisclosed features which may disable Service Provider software or render it incapable of operation (whether after a certain time, after transfer to another central processing unit, or otherwise).

6. TERMINATION

6.1 The University may terminate this Agreement upon thirty (30) days’ written notice. Following termination, the University shall retain the right to (a) use the Software on the number of devices specified for its own internal business purposes, (b) use and make copies of all Documentation; and (c) make a reasonable number of copies of the Software solely for back-up or archival purposes.

6.2 The University may terminate this Agreement immediately upon any breach by Service Provider of the terms of this Agreement, any Business Associate Addendum, or incorporated attachment hereto.

6.3 Service Provider may terminate this Agreement if the University intentionally and materially breaches this Agreement and then fails to correct such breach within thirty (30) days following receipt of written notice from Service Provider. In the event of an uncorrected breach by the University, the Service Provider shall be entitled to recover actual amounts owed by the University to Service Provider that accrued on or before the date of termination. Service Provider expressly waives and disclaims any right or remedy it may have to unilaterally de-install, disable or repossess any Software or any portion thereof.

6.4 The University’s rights to the Software as provided in this Agreement will survive a bankruptcy claim by the Service Provider consistent with applicable laws. The rights granted under this Agreement shall be deemed a license of “intellectual property” for purposes of the United States Code, Title 11 (“Bankruptcy Code”), Section 365(n). In the event of the bankruptcy of Service Provider and a subsequent rejection of this Agreement, the University may elect to retain its license rights, subject to and in accordance with the provisions of the Bankruptcy Code or other applicable law.

6.5 The following Sections shall survive the expiration or termination of this Agreement: Grant of License;

Ownership and Proprietary Rights; Warranties, Representations and covenants; Limitation of Liability; University Data; Privacy; Cyber Insurance; Termination; and Audit Rights. Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assigns.

7. SECURITY

7.1 Service Provider will implement security measures at its offices and all other associated facilities in connection with Service Provider software to ensure the strictest confidentiality of ITS’ Owned Materials, ITS’ Confidential Information, and all other confidential information and materials. These measures will include, without limitation, encryption, use of a sign-on and access privilege system and other measures described in this Agreement, and such other measures as Service Provider deems necessary in its professional discretion.

Service Provider shall impose these measures on all subcontractors used by Service Provider.

7.2 Service Provider shall endorse ITS’ requirement to adhere to the University of Nebraska’s (ITS) IT Security Standards (http://idm.unl.edu/authentication-services-policy). ITS is required to assess risks, ensure data integrity, and determine the level of accessibility that must be maintained. Specific activities include:

A. Identification of security, privacy, legal, and other organizational requirements for recovery of institutional resources such as data, software, hardware, configurations, and licenses at the termination of the contract.

B. Assessment of the Service Provider’s security and privacy controls.

C. Including ITS’ security and privacy requirements in the agreement.

D. Periodic reassessment of Service Provider services provisioned to ensure all contract obligations are being met and to manage and mitigate risk.

7.3 Service Provider shall (i) establish and maintain industry standard technical and organizational measures to help to protect against accidental damage to, or destruction, loss, or alteration of the materials; (ii) establish and maintain industry standard technical and organizational measures to help to protect against unauthorized access to the Services and materials; and (iii) establish and maintain network and internet security procedures, protocols, security gateways and firewalls with respect to the Services. Service Provider software and its components are equipped and/or designed with systems intended to prevent industry known system attacks (e.g., hacker and virus attacks) and unauthorized access to Confidential Information.

http://idm.unl.edu/authentication-services-policy

7.4 For the purposes of this article, a “Breach” has the meaning given to it under relevant Nebraska or federal law, for example; the Nebraska Financial Data Protection and Consumer Notification of Data Security Breach Act of 2006 (codified at Neb. Rev. Stat. § 87-802) (See 9.5). In the event of a breach, Service Provider shall provide ITS a report, which shall identify: (i) the nature of the unauthorized use or disclosure, (ii) the CDI used or disclosed, (iii) the identity of the individual or entity that received the unauthorized disclosure, (iv) any pertinent application, access, or security logs or analysis (v) the action(s) that the Service Provider has taken or shall take to mitigate any potentially negative effects of the unauthorized use or disclosure, and (vi) the corrective action(s) the Service Provider has taken or shall take to prevent future similar unauthorized uses or disclosures. Service Provider shall provide additional information in connection with the unauthorized disclosure reasonably requested by ITS.

In the event of a breach Service Provider agrees to promptly reimburse all costs to ITS arising from such breach, including but not limited to (i) costs of notification of individuals, (ii) credit monitoring and/or identity restoration services, (iii) time of ITS personnel responding to the breach, (iv) civil or criminal penalties levied against ITS, attorneys’ fees, court costs, etc.

7.5 The contact for the ITS Computer Incident Response Team (CIRT) shall be identified as: 402-472-5700 or its-sec@nebraska.edu. Report any confirmed or suspected breach of University data to ITS’s CIRT within one hour of discovery or detection. Any confirmed or suspected computer security incidents not resulting in breach of University data shall be reported to ITS CIRT within 12 hours of discovery or detection.

7.6 ITS or an appointed audit firm (Auditors) has the right to audit Service Provider and its sub-vendors or affiliates that provide a service for the processing, transport or storage of ITS data. Audits will be at ITS’ sole expense which includes operational charges by Service Provider, except where the audit reveals material noncompliance with contract specifications, in which case the cost, inclusive of operational charges by Service Provider, will be borne by the Service Provider. In lieu of ITS or its appointed audit firm performing their own audit, if Service Provider has an external audit firm that performs a review, ITS has the right to review the controls tested as well as the results and has the right to request additional controls to be added to the certified report for testing the controls that have an impact on ITS data.

7.7 Service Provider will, prior to the Agreement effective date and annually thereafter during the Term (as well as promptly after any Security Breach), engage an independent CPA firm to conduct a review of controls over security, availability, processing integrity, confidentiality and privacy related to the Service Provider’s information technology system. Such review will be conducted at the Service Provider’s expense and in accordance with the AICPA’s Statements on Standards for Attestation Engagements No. 16 (“SSAE”) Service Organization Controls Type 1 or Type 2 report (SOC 1/SOC 2). Service Provider will provide ITS with a copy of the SOC report within thirty (30) days of the ITS’ request. If exceptions are noted in the SOC audit, Service Provider will document a plan to promptly address such exceptions and will implement corrective measures within a reasonable period. Service Provider will provide a copy or summary of the exception remediation plan within thirty (30) days of ITS’ request and keep ITS informed of the progress and completion of corrective measures. If a SOC audit has not been conducted in the past twelve (12) months and Service Provider is unable to provide associated SOC reports, at ITS’ request, Service Provider will appoint a qualified CPA firm to conduct a SOC audit and shall provide ITS with a copy of each applicable SOC report at Service Provider’s expense. To the extent the SOC reports provided to ITS do not satisfy ITS’ reporting or audit requirements, ITS may conduct its own audits at its expense.

7.8 The Federal Trade Commission has promulgated regulations collectively known as the “Red Flags Rule” with which ITS must comply. See 16 CFR 681. Under the Red Flags Rule, ITS must ensure that Service Provider either complies with ITS’ identity theft Program or that Service Provider has its own policies and procedures in place to detect and respond to identity theft Red Flags. Service Provider represents and warrants that is has reasonable policies and procedures in place to detect, prevent and mitigate identity theft. Service Provider shall review and comply with all relevant portions of ITS’ identity theft policy, if any, as well as any applicable ITS identity theft plan. Service Provider shall report any Red Flags that it detects in connection with the Agreement to ITS.

8. CYBER INSURANCE

mailto:its-sec@nebraska.edu

The Service Provider agrees to purchase and maintain throughout the term of this Agreement a technology/professional liability insurance policy, including coverage for network security/data protection liability insurance (also called “cyber liability”), covering liabilities for financial loss resulting or arising from acts, errors, or omissions in rendering technology/professional services or in connection with the specific services described in violation or infringement of any right of privacy, including: breach of security and breach of security/privacy laws, rules or regulations globally, now or hereinafter constituted or amended; data theft, damage, unauthorized disclosure, destruction, or corruption, including without limitation, unauthorized access, unauthorized use, identity theft, theft of personally identifiable information or confidential corporate information in whatever form, transmission of a computer virus or other type of malicious code, and participation in a denial of service attack on third party computer systems; loss or denial of service; no cyber terrorism exclusion, with a minimum limit of $10,000,000 each and every claim and in the aggregate. Such coverage must include technology/professional liability including breach of contract, privacy and security liability, privacy regulatory defense and payment of civil fines, payment of credit card provider penalties, and breach response costs (including without limitation, notification costs, forensics, credit protection services, call center services, identity theft protection services, and crisis management/public relations services).

Such insurance must explicitly address all of the foregoing without limitation if caused by an employee of the Service Provider or an independent contractor working on behalf of the Service Provider in performing services under this Agreement. The policy must provide coverage for wrongful acts, claims, and lawsuits anywhere in the world. Such insurance must include affirmative contractual liability coverage for the data breach indemnity in this Agreement for all damages, defense costs, privacy regulatory civil fines and penalties, and reasonable and necessary data breach notification, forensics, credit protection services, public relations/crisis management, and other data breach mitigation services resulting from a confidentiality or breach of security by or on behalf of the Service Provider.

9. MISCELLANEOUS TERMS

9.1 Accessibility (Section 508 ADAA Compliance). If the solution includes any end-user-facing human interface, such as an end-user device software component or web site form, file upload system, etc. the Service Provider hereby warrants that the products or services to be provided under this agreement comply with the accessibility guidelines of “Section 508 of the Rehabilitation Act of 1973” as amended as of the date of this Agreement.

If the solution includes any end-user-facing human interface, such as an end-user device software component, web pages or site, video or audio playback, file upload system, mobile device components, etc., the Service Provider agrees to promptly respond to and resolve any complaint regarding accessibility of its products or services which is brought to its attention and the Service Provider further agrees to indemnify and hold harmless the University of Nebraska campuses and system using the Service Provider’s products or services from any claim arising out of its failure to comply with the aforesaid requirements.

ITS, at its discretion, may at any time test the Service Provider’s products or services covered by this Agreement to ensure compliance with Section 508. Testing that results in findings of non-compliance, shall result in a 25% reduction in the total cost of the products and/or services covered by this Agreement if the non-compliance is not corrected within 30 days of being reported to the Service Provider in writing. All withheld amounts will be paid to the Service Provider upon correction of the non-compliance and acceptance by ITS. Said acceptance will not be unreasonably withheld.

Failure to comply with these requirements shall constitute a breach and be grounds for termination of this Agreement and a pro-rated refund of fees paid from ITS for the remainder of original contract period.

9.2 University & State College Participation. In some instances, state colleges or state agencies may wish to explore the possibility of sharing in the benefits of this contract.

9.3 Examination of Records. ITS shall have access to and the right to examine any pertinent books, documents, papers, and electronic records such as logs of the Service Provider involving transactions and work related to this Agreement. Service Provider shall retain project records for a period of three (3) years from the date of final payment.

9.4 Assistance with Litigation or Investigation. E-Discovery: In order to provide ITS with the ability to be compliant with e-discovery rules, Service Provider must provide the following where “relevant data” might include any data stored regarding any person affiliated with ITS, access logs, activity logs, transaction logs, changes to access rights, etc., as detailed by the system architecture and practices provided by Service Provider.

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For the Board of Regents of the University of Nebraska

Signature: __________________________________________________ Date: _______

Printed Name: _______________________________________________

Title: ______________________________________________________

For the Service Provider (Service Provider)

Signature: __________________________________________________ Date: _______

Printed Name: _______________________________________________

Title: ______________________________________________________

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.

Chief Business Officer

03/18/22 | 15:59 EDT

Chris Kabourek

VP | CFO

ADDENDUM #1 – UNIVERSITY OF NEBRASKA STANDARD ADDENDUM

This Addendum # 1 – University of Nebraska Standard Addendum (the “Addendum”) to the University of Nebraska-YuJa Inc. Cover Agreement (the

“Agreement”) between the Board of Regents of the University of Nebraska for and on behalf of the University of Nebraska (“University”) and YuJa Inc.

(“Vendor”) is made and entered as of the date of the last signature set forth below.

WHEREAS, the parties hereto agree that the Agreement is amended as stated herein and that this Addendum shall be incorporated into the Agreement and made a part thereof.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. Assignment. Except in the cases involving a merger, acquisition, or sale of substantially all of the assets comprising

Vendor’s business, the Agreement is non-assignable and non-transferrable. Any attempt by either party to assign its obligations hereunder shall be void.

2. Governing Law and Forum. The Agreement shall be governed by the laws of the State of Nebraska without giving effect to its conflicts of law provisions. Any legal actions brought by either party hereunder shall be in the D state or federal courts located in Lancaster County, Nebraska. It is understood and agreed that any legal action by Vendor in relation to the Agreement may only be instituted in accordance with the provisions of the State Contract Claims Act (Neb. Rev. Stat. §§ 81-8,302 to 81-8,306), as amended.

Notwithstanding the foregoing, any contract issued under a U. S. Government prime contract shall be construed and interpreted in accordance with Federal law relating to U. S.

Government prime contracts.

3. Liability. (a) Subject to the subclauses (b), (c), (d), and

(e) of this clause, to the fullest extent allowed by law, Vendor agrees to defend, indemnify, and hold harmless University, its regents, officers, employees, agents, and students from any loss, claim, damage, or liability of any kind arising out of or in connection with the performance or nonperformance by the Vendor.

(b) Vendor will indemnify University against any third-party claims alleging that Vendor’s products infringe on another party’s intellectual property rights.

(c) Any indemnification will be in proportion to and to the extent that such losses, expenses, damages, and liabilities are caused by or result from the gross negligence or willful misconduct or omissions of Vendor or its officers, agents, or employees. In no event will Vendor be liable for any indirect, punitive, incidental, special, or consequential damages arising out of or relating to the subject matter of the Agreement (including lost profits). University must notify Vendor in writing of a claim or suit promptly and provide reasonable cooperation, at Vendor’s expense. Vendor shall not have any obligation under any settlement made without its written consent. Vendor will have the right to defend itself against any such claim in the court of law.

(d) In no event will Vendor be liable for any other damages in excess of $70,617.43, in each case whether based in contract, tort, strict liability or otherwise, and even if such party has been advised of the possibility of such damages. The foregoing limitations will apply notwithstanding any failure of essential purpose of any limited remedy and to the maximum extent permitted under applicable law.

(e) Provided, however, that the following shall not be subject to the foregoing limitations: (i) intellectual property indemnity required by the Agreement; (ii) claims for personal injury, including death;

claims for damage to real property or tangible property arising from Vendor’s acts or omissions under the Agreement; the insurance coverage required by the Agreement; and damages arising from the gross negligence or willful misconduct of Vendor, its employees, its subcontractors, or its agents.

4. Work Status Verification. Company and its subcontractors shall use a federal…