Nulia Works

Recitals

(A) NULIA ACM, LLC, an Oregon Corporation with its offices located at 2852 Willamette Street, Suite 603, Eugene OR 97405 (the "Supplier") is a wholly owned subsidiary of Nulia, Inc; Nulia, Inc and its subsidiaries have developed the Services and are the entire legal and beneficial owners of same. The Supplier is an authorized licensor of the Services.

(B) You (the entity agreeing to these terms, referenced herein as the "Customer") are an End-Customer interested in using the Services.

(C) Supplier and Customer are together referred to herein as "the Parties," and each individually is referred to as a "Party."

(D) Customer wishes to enter, and Supplier has agreed to provide, a no-fee, time-limited trial program to use the Services subject to the terms and conditions of this Agreement.

(E) Customer acknowledges that, at the end of the Trial Period, the right for the Customer to use the Services will immediately cease unless this Agreement is superseded by a subsequent Services Agreement that may include different payment terms.

(F) Customer acknowledges that only one Trial Period is available per Customer, and that absent a separate confirmation in writing from Supplier, any subsequent attempt by Customer to re-enter this Agreement to commence a new Trial Period after the expiration of the first Trial Period is rendered void.

Agreed terms

1. INTERPRETATION

1.1 The following definitions and rules of interpretation apply in this Agreement (including in the Recitals).

Affiliate means in relation to a body corporate, any other entity which directly or indirectly Controls, is Controlled by, or is under direct or indirect common Control with, that body corporate from time to time.

Agreement this software as a service license Agreement, including the contents of the other Schedules attached hereto.

Authorized Users those end-users (employees, agents and independent contractors) of the End-Customer who have an Office 365 license assigned to them.

Business Day a day other than a Saturday, Sunday or public holiday in Oregon when banks are open for business.

Control means that a person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other person (whether through the ownership of voting shares, by contract or otherwise) and “Controls” and “Controlled” shall be interpreted accordingly.

Confidential Information information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in Clause 10.5.

Customer Data the data inputted by the Customer, or the Supplier on behalf of the Customer or Authorized Users for the purpose of the Customer using the Services or facilitating the Customer’s use of the Services.

Data Protection Legislation the Irish Data Protection Acts 1988 to 2018, GDPR and any other applicable law or regulation relating to the processing of personal data and to privacy (including the E-Privacy Directive and the European Communities (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations 2011 (“E-Privacy Regulations”), as such legislation shall be supplemented, amended, revised or replaced from time to time

Documentation the instructions for use of the Services made available by the Supplier online at such web address notified by the Supplier from time to time.

Effective Date the date upon which assent to this Agreement is indicated by Customer.

End-Customers entities who use the Services.

GDPR General Data Protection Regulation (EU) 2016/679.

"Intellectual Property Rights” and "Intellectual Property" all intellectual property rights including patents, trademarks, service marks, design rights, copyright, database rights, moral rights, inventions, know how, confidential information and trade secrets (whether or not any of these are registered and including any applications for registration of any such rights), together with all goodwill attaching or relating thereto, and all rights or forms of protection of a similar nature or having similar effect to any of these which may exist or come into existence in the future anywhere in the world.

Normal Business Hours 8 am to 5.30 pm local Oregon time, each Business Day.

Nulia Trademarks all names, marks, logos, designs, trade dress and other brand designations used by the Supplier in connection with the Services.

Processor has the meaning given to such term in GDPR.

Processing has the meaning given to such term in Data Protection Legislation, and Processed and Process shall be interpreted accordingly.

Personal Data has the meaning set out in GDPR.

Services the services provided by the Supplier to the Customer for use as an End-Customer under this Agreement, which will allow access to the Software and the Documentation via a website-based application (or any other website notified to the Customer by the Supplier from time to time), as are more particularly described in Part 1 of Schedule 1.

Software the software provided by the Supplier as part of the Services, details of which are set out in Schedule 2.

Support Services the support to be provided by the Supplier in relation to the Services as set out in Part 3 of Schedule 1.

Terms of Use the Nulia platform/website Terms of Use to which an End-Customer must agree during configuration and/or continued use of the Services. The Terms of Use will be provided at the time of End-Customer provisioning, and may change from time to time as described in the Terms of Use. The particular terms of the Terms of Use do not constitute part of the Agreement.

Trial Period the term of this Agreement, being a period starting on the Effective Date and ending ninety (90) days thereafter.

User Subscriptions the user subscriptions provided to the Customer pursuant to Clause 8.1 which entitle Authorized Users to access and use the Services and the Documentation during the Trial Period in accordance with this Agreement and the Terms of Use.

Virus anything or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality), and that person’s legal and personal representatives, successors or permitted assigns.

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.

1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7 A reference to a statute or statutory provision is a reference to it as it is in force as of the Effective Date.

1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as of the Effective Date under that statute or statutory provision.

1.9 A reference to writing or written includes e-mail.

1.10 References to Clauses, Schedules, and Exhibits are to the Clauses, Schedules, and Exhibits of this Agreement; references to paragraphs are to paragraphs of the relevant Schedule to this Agreement.

2 LICENCE AND USER SUBSCRIPTIONS

2.1 This Agreement grants the Customer a non-exclusive, non-transferable, right to use the Services for the duration of the Trial Period.

2.2 The Customer undertakes that:

2.2.1 the maximum number of Authorized Users that it authorizes to access and use the Services shall not exceed the number of User Subscriptions listed in Schedule 1;

2.2.2 it will not allow or suffer any User Subscription to be used by more than one individual Authorized User unless it has been reassigned in its entirety to another individual Authorized User, in which case the prior Authorized User shall no longer have any right to access or use the Services;

2.2.3 Customer will be required to accept a Terms of Use agreement during the provisioning of the Services in order to use the Services. The Terms of Use may change from time to time following notice as specified in the Terms of Use.

2.3 The Customer shall not, and it shall procure that the Authorized Users shall not, access, store, distribute or transmit any Viruses, or any material during the course of its/their use of the Services that:

2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

2.3.2 facilitates illegal activity;

2.3.3 depicts sexually explicit images;

2.3.4 promotes unlawful violence;

2.3.5 is discriminatory based on race, gender, color, religious belief, sexual orientation, disability; or

2.3.6 in a manner that is otherwise illegal or causes damage or injury to any person or property;

and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this Clause.

2.4 The Customer shall not, and it shall procure that the Authorized Users shall not:

2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties:

(a) and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services and/or Software [and/or Documentation (as applicable)] in any form or media or by any means; or

(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

2.4.2 access all or any part of the Services and/or Software and/or Documentation in order to build a product or service which competes with the Services or Software and/or Documentation; or

2.4.3 use the Services and/or Software and/or Documentation to provide services to third parties; or

2.4.4 subject to Clause 2.2.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Software and/or Documentation available to any third party except the End-Customer and Authorized Users, or

2.4.5 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Software and/or Documentation, other than as provided under this Clause 2; and

2.5 The Customer shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services and, in the event of any such unauthorized access or use, promptly notify the Supplier.

2.6 The Supplier reserves the right to advertise, promote, market and sell the Services directly and to appoint third-party resellers of the Services, in each case, within any geographic area.

2.7 The rights provided under this Clause 2 are granted to the Customer only and shall not be considered granted to any Affiliate of the Customer.

3 SERVICES

3.1 The Supplier shall, during the Trial Period, provide the Services to the Customer on and subject to the terms of this Agreement.

4 CUSTOMER DATA

4.1 The Customer and/or its Authorized Users, as applicable, shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

4.2 Retention of any Personal Data contained in Customer Data is dealt with in the Supplier's Privacy & Cookies Policy available at https://nulia.cloud/privacy. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavors to restore the lost or damaged Customer Data.

4.3 To the extent that the Supplier (as Processor) Processes Personal Data pursuant to this Agreement on behalf of the Customer in respect of which Data Protection Legislation applies, the provisions set out in Schedule 4 shall apply to such Processing. If there is an inconsistency between any of the provisions or definitions of this Agreement and the provisions of Schedule 4, the provisions of Schedule 4 shall prevail in respect of such conflict.

5 THIRD PARTY DATA

5.1 The Supplier does not own any data, information or material that the Customer or any Authorized User submits to the Services in the course of using the Services, including any Customer Data ("Received Data"). The Customer or the Authorized Users, not the Supplier, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and Intellectual Property ownership or right to use of all Received Data, and the Supplier shall not be responsible or liable for any infringement of Intellectual Property Rights of any third party or for the deletion, correction, destruction, damage, loss or failure to store any Received Data. The Supplier reserves the right to withhold, remove and/or discard Received Data without notice for any breach. Upon termination for cause or the expiration of the Trial Period, the Customer’s right to access or use Received Data immediately ceases, and the Supplier shall have no obligation to maintain or forward any Received Data. Supplier also reserves the right to withhold, remove and/or discard Received Data upon expiration of the Trial Period.

6 SUPPLIER’S OBLIGATIONS

6.1 The Supplier undertakes that the Services described in Schedule 1 will be provided with reasonable skill and care.

6.2 The undertaking at Clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier’s instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier’s duly authorized contractors or agents. Notwithstanding the foregoing, the Supplier:

6.2.1 does not warrant that availability of the Services will be uninterrupted or error-free; or that the Services and/or the information obtained through the Services will be error free or will meet the Customer’s requirements; and

6.2.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6.3 This Agreement shall not prevent the Supplier from entering into similar (or other) agreements with third parties, or from independently developing, using, selling or licensing documentation, products, software and/or services which are similar to those provided under this Agreement.

7 CUSTOMER’S OBLIGATIONS

The Customer shall:

7.1 provide the Supplier with:

7.1.1 all necessary co-operation in relation to this Agreement; and

7.1.2 all necessary access to such information as may be required by the Supplier;

in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

7.2 comply with all applicable laws and regulations with respect to its activities under this Agreement;

7.3 carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner.

7.4 ensure that the Authorized Users use the Services in accordance with the terms and conditions of this Agreement;

7.5 obtain and shall maintain all necessary licenses, consents, and permissions necessary for the Customer, its contractors and agents to perform their obligations under this Agreement;

7.6 ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and

7.7 be solely responsible for (i) procuring and maintaining their network connections and telecommunications links from their systems to the Supplier’s data centers, and (ii) all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the such network connections or telecommunications links or caused by the internet.

7.8 The Customer warrants that Customer has not previously entered into this Agreement with Supplier, and warrants that the Trial Period is the first Trial Period in which Customer has participated with Supplier.

8 CHARGES AND PAYMENT

8.1 Supplier acknowledges that, for the Trial Period, Customer shall be provided its rights under this agreement free of charge.

8.2 Customer acknowledges that, in any subsequent agreement between Supplier and Customer after the Trial Period, Supplier will require fees to be paid to obtain the rights of the Customer otherwise provided under this Agreement.

9 PROPRIETARY RIGHTS

9.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Software and the Documentation. Except as expressly stated herein, this Agreement does not grant the Customer or Authorized Users any Intellectual Property Rights, or any other rights or licenses in respect of the Services or the Software or the Documentation.

9.2 The Supplier confirms that it has all the rights in relation to the Services and the Software and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

10 CONFIDENTIALITY

10.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. A Party’s Confidential Information shall not be deemed to include information that:

10.1.1 is or becomes publicly known other than through any act or omission of the receiving Party;

10.1.2 was in the other Party’s lawful possession before the disclosure;

10.1.3 is lawfully disclosed to the receiving Party by a third party without restriction on disclosure;

10.1.4 is independently developed by the receiving Party, which independent development can be shown by written evidence; or

10.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

10.2 Each Party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.

10.3 Each Party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

10.4 Neither Party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

10.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, are included within the Supplier’s Confidential Information.

10.6 The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.

10.7 This Clause 10 shall survive termination of this Agreement, however arising.

10.8 No Party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

11 Indemnity

11.1 Customer shall indemnify, defend and hold harmless Supplier from and against any claims by third parties and expenses (including legal fees and court costs) arising from: (i) damage to tangible property, personal injury or death caused by Customer's gross negligence, willful misconduct, criminal or fraudulent acts; (ii) any misuse of Supplier's Intellectual Property or Confidential Information which is not expressly permitted by this Agreement; and (iii) any breach of Data Protection Legislation.

11.2 Customer shall also indemnify, defend and hold Supplier harmless from any and all claims by third parties and expenses (including legal fees and court costs) arising out of or in connection with, in respect of the Customer, the use of the Services other than as permitted by this Agreement and the Terms of Use.

11.3 The foregoing indemnities are subject to the following:

11.3.1 on the Supplier becoming aware of any such claim, the Customer is given prompt notice of the same;

11.3.2 the Supplier provides reasonable co-operation to the Customer in the defense and settlement of such claim, at the Customer's expense; and

11.3.3 the Customer is given sole authority to defend or settle the claim.

12 LIMITATION OF LIABILITY

12.1 This Clause 12 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer and Authorized Users:

12.1.1 arising under or in connection with this Agreement;

12.1.2 in respect of any use made by the Customer or Authorized Users of the Services or any part of them; and

12.1.3 in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

12.2 Except as expressly and specifically provided in this Agreement:

12.2.1 the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer or Authorized Users, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer or Authorized Users in connection with the Services, or any actions taken by the Supplier at the direction of the Customer or Authorized Users; and

12.3 Nothing in this Agreement excludes the liability of the Supplier:

12.3.1 for death or personal injury caused by the Supplier's negligence at Supplier's physical premises; or

12.3.2 for fraud or fraudulent misrepresentation.

12.4 Subject to Clause 12.2 and Clause 12.3, the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and

13 DISCLAIMER

13.1 THE SERVICES, SOFTWARE, AND DOCUMENTATION ARE PROVIDED "AS IS."  SUPPLIER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, IMPLIED BY STATUTE OR COMMON LAW, OR OTHERWISE WITH RESPECT TO THE SERVICES, SOFTWARE, AND DOCUMENTATION, AND SUCH REPRESENTATIONS AND WARRANTIES ARE EXCLUDED FROM THIS AGREEMENT. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, SUPPLIER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. SUPPLIER DOES NOT WARRANT THAT THE SERVICES, SOFTWARE, AND DOCUMENTATION WILL FUNCTION AS DESCRIBED, WILL BE UNINTERRUPTED OR ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT THE DATA CUSTOMERS OR AUTHORIZED USERS STORE WITHIN THE SERVICE WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. SUPPLIER SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, WITHOUT LIMITATION, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS, INCLUDING THOSE THAT AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY PAYMENT SERVICES. NO ADVICE OR INFORMATION OBTAINED BY CUSTOMER OR AUTHORIZED USERS FROM SUPPLIER OR FROM ANY THIRD PARTY OR THROUGH THE SERVICES, SOFTWARE, OR DOCUMENTATION SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

14 NON-SOLICITATION

14.1 The Customer hereby covenants to the Supplier that it shall not, and it shall procure that its Affiliates shall not, during the period of three (3) years from the Effective Date, solicit the services of, or endeavor to entice away from the Supplier any director, employee or consultant of the Supplier who at the Effective Date or at any time during the period of twelve (12) months prior to the Effective Date was a director, employee or consultant of the Supplier (whether or not such person would commit any breach of his contract of employment or engagement by reason of leaving the service of the Supplier).

15 TERM AND TERMINATION

15.1 This Agreement shall, unless otherwise terminated as provided in this Clause 15, commence on the Effective Date and shall continue for the Trial Period, unless

15.1.1 otherwise terminated in accordance with the provisions of this Agreement.

15.2 On termination of this Agreement for any reason (including the end of the Trial Period):

15.2.1 all licenses granted and User Subscriptions under this Agreement shall immediately terminate;

15.2.2 each Party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other Party; and

15.2.3 the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession.

16 COMPLIANCE WITH LAWS

Both Parties shall comply with all applicable laws, rules and regulations in the performance of its obligations under this Agreement.

17 INSURANCE

The Customer shall maintain, at its own expense, all necessary insurance against all losses, claims, demands, proceedings, damages, costs, and expenses arising out of or in connection with this Agreement or use of the Services.

18 FORCE MAJEURE

The Supplier shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

19 Conflict

Subject to Clause 4.3, if there is an inconsistency between any of the provisions in the main body of this Agreement and the Schedules, the provisions in the main body of this Agreement shall prevail.

20 Variation

No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorized representatives).

21 Waiver

No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

22 RIGHTS AND REMEDIES

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

23 Severance

23.1 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

23.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties.

24 Entire Agreement

24.1 This Agreement, and any documents referred to in it, constitute the whole agreement between the Parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

24.2 Each of the Parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

25 Assignment

25.1 The Customer shall not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

25.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

26 NO PARTNERSHIP OR AGENCY

Nothing in this Agreement is intended to or shall operate to create a partnership between the Parties, or authorize either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

27 Notices

27.1 Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other Party at its address set out in this Agreement, or such other address as may have been notified by that Party for such purposes, or sent by email to the other Party’s email address as set out in this Agreement.

27.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission.

27.3 The notice details for the Parties are as follows:

The Supplier:

Name: Michele Zimba

Address: 2852 Willamette Street, #603, Eugene OR 97405

Email: michele@nulia.com

The Customer will provide an email address for receiving notice during configuration of the Services.

28 EXECUTION

28.1 This Agreement may be executed by electronic affirmation on the part of the Customer, including but not limited to by clicking a button, checkbox, radio button, or other electronic interface to indicate consent.

28.2 The Parties each warrant to one another that they are respectively duly authorized to enter into this Agreement, and to have the Agreement executed as set out below or by electronic affirmation as permitted under clause 28.1 above and that, upon such execution, the Agreement shall have full force and effect on both Parties.

29 GOVERNING LAW

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the State of Oregon and the federal laws of the United States.

30 Jurisdiction

Each Party irrevocably agrees that the courts within the State of Oregon shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims), and consents to such jurisdiction. Each Party consents to venue in the courts sitting in the State of Oregon. Customer waives all defenses of lack of personal jurisdiction and forum non convenience.

The Product: Nulia Microsoft 365 Change as a Service Solution Scope 

Nulia is providing Change as a Service for Microsoft 365 (M365), an adoption and change management solution powered by the Nulia Works platform, driven by the Circle of Nulia change management methodology, and led by Nulia Adoption Success Managers. 

Nulia Works Platform 

The Nulia Works platform is installed in a customer’s Microsoft 365 tenant and activated for end users via a data-driven Teams app to cost-effectively tech-enable the adoption process in an employee’s natural flow of work. The platform uses data intelligence to continuously perform the following core functions: 

• Measures & evaluates usage to prove change is happening and being sustained. 

• Guides each employee to execute their personalized adoption plan. 

• Makes the change process engaging, fun, and rewarding. 

The Nulia Works Platform includes a catalog of Outcomes for providing a M365 adoption and change management solution as well as Outcomes for getting started with Microsoft 365 Copilot.  The Nulia Works catalog continuously changes to reflect new apps, features, and functions available with M365, with 40+ Outcomes available across 6 categories today:  

• Getting started with Microsoft 365 

• Increasing Productivity with Microsoft 365 

• Enabling Horizontal Job Roles with Microsoft 365 

• Enabling Vertical Industry Job Roles with Microsoft 365 

• Getting Started with Microsoft 365 Copilot

• Next Steps with Microsoft 365 Copilot  

As Microsoft 365 & Copilot are rapidly evolving, we are keeping pace by adding Outcomes to address new capabilities when they are launched.  

If a partner or a partner’s customers have additional adoption needs, we can build Outcomes to support adoption related to customer specific use cases, designed to address job roles, department functions, and vertical industries. 

Circle of Nulia Methodology 

The Circle of Nulia Methodology leverages Nulia Works to execute a comprehensive Microsoft 365 adoption & change management program. The methodology continuously executes an adoption and change management process across three phases: 

• Program Build: identify business value drivers and map them to the change management objectives aligned to organizational and individual goals. 

• Champion Execution: personalize a Microsoft 365 change management program for each employee and guide them to develop new Skills & attain and maintain Outcomes. 

• Performance Assessment: continuously evaluate progress in attaining Outcomes & achieving business value drivers. 

Nulia Adoption Success Manager 

The Nulia Adoption Success Manager designs an adoption and change management program that uniquely addresses a customer’s specific needs and leads program execution using the Nulia Works platform and the Circle of Nulia methodology, providing the following services and support: 

Program Design 

• Support administrator with Nulia Works installation and management. 

• Train champions and program manager on how to use Nulia Works, the Circle of Nulia methodology and the communications toolkit. 

• Identify business value drivers, select outcomes, develop adoption project plan.   

• Develop program success scorecard to track Outcome progress. 

Program Management 

• Provide adoption project management support including program success scorecard tracking. 

• Lead champion group to guide end users to attain and maintain outcomes & skills. 

• Conduct quarterly program success reviews with program manager and key program stakeholders. 

• Continuously monitor adoption levels to identify additional adoption opportunities. 

During the trial period only the Nulia Works platform licenses will be provided, additional solution components including but not limited to the Circle of Nulia Methodology and Adoption Success Manager will not be provided without prior written approval from both parties.

Authorized Licenses: A maximum of 250 Licenses (trial program)

Additional Licenses: No additional licenses will be provided during the Trial Period

SUBSCRIPTION FEES (IF APPLICABLE)

• $0 wholesale per authorized user during trial period

SUPPORT SERVICES (Trial Version):

Nulia provides onboarding support to assist with the Nulia platform installation process for the Trial Version. Notwithstanding the foregoing, post-installation customer service and technical support is not provided with the Trial Version, and service levels are not specified for the Trial Version.

“We”, “Us”, “Our”: Nulia AMC, LLC; and

“You”, “Your”: the Customer

We act as a Processor on behalf of You, who act as a Controller, in respect of the Processing referred to in this Schedule.

1. Definitions

1.1 The following definitions and rules of interpretation apply in this Schedule. Defined terms used in this Schedule which have not been given definitions shall have the meanings given to such terms in the Agreement.

Agreement the Trial Agreement between the Parties.

Appropriate Technical and Organizational Measures has the meaning given to such term in Data Protection Legislation (including, as appropriate, the measures referred to in Article 32(1) of the GDPR).

Authorized Person the personnel authorized on Your behalf to provide instructions to Us in relation to the Processing provisions in this Schedule.

Business Purpose the provision of the Services.

Controller has the meaning given to such term in GDPR.

Data any data or information, in whatever form, including but not limited to images, still and moving, and sound recordings.

Data Protection Legislation means the Irish Data Protection Acts 1988 to 2018, GDPR and any other applicable law or regulation relating to the processing of personal data and to privacy (including the E-Privacy Directive and the European Communities (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations 2011 (“E-Privacy Regulations”), as such legislation shall be supplemented, amended, revised or replaced from time to time.

Data Protection Officer a data protection officer appointed pursuant to Data Protection Legislation.

Data Subject an individual who is the subject of Personal Data for the purposes of this Schedule, in respect of which the Customer is the Controller, including Authorized Users.

Delete to remove or obliterate Personal Data such that it cannot be recovered or reconstructed.

DPC Data Protection Commission, Canal House, Station Road, Portarlington, Co. Laois, R32 AP23, Ireland.

EEA European Economic Area.

Further Sub-processors has the meaning given to such term in Clause 11.1 of this Schedule.

GDPR General Data Protection Regulation (EU) 2016/679.

Our System any information technology system or systems owned or operated by Us to which Your Data is delivered or on which the Services are performed.

Personal Data has the meaning set out in GDPR, and for the purposes of this Schedule, relates only to personal data, or any part of such personal data, in respect of which You are the Controller, and in respect of which We are a Processor.

Personal Data Breach means any “personal data breach” as defined in the GDPR in respect of the Personal Data which is caused by Us.

Processor has the meaning given to such term in GDPR.

Processing has the meaning given to such term in Data Protection Legislation, and Processed and Process shall be interpreted accordingly.

Representatives a a Party’s employees, officers, representatives, advisers or subcontractors involved in the provision or receipt of the Services.

Restricted Transfer any transfer of Personal Data to countries outside of the EEA which are not subject to an adequacy decision by the European Commission, where such transfer would be prohibited by Data Protection Legislation.

Security Features any security feature, including any encryption, pseudonymization, key, PIN, password, token or smartcard.

Specific Instructions instructions meeting the criteria set out in Clause 2.1 of this Schedule.

Standard Contractual Clauses the contractual clauses dealing with the transfer of Personal Data outside the EEA, which have been approved by (i) the European Commission under Data Protection Legislation, or (ii) by the DPC or an equivalent competent authority under Data Protection Legislation.

Sub-processor means any natural or legal person, public authority, agency or other body who Processes Personal Data on behalf of a Processsor.

Your Data the Personal Data of Data Subjects which We have access to in respect of the provision of the Services, and any other Personal Data Processed by Us on behalf of You.

2. Services

2.1 We shall not act on any specific instructions given by You from time to time during the Trial Period in respect of Processing unless they are:

2.1.1 in writing (including by electronic means); and

2.1.2 given by an Authorized Person.

2.3 We shall Process Your Data for the Business Purpose only and in compliance with Your instructions from time to time, which may be:

2.3.1 Specific Instructions; or

2.3.2 the general instructions set out in this Schedule or the Agreement unless required to do otherwise by law, in which case, where legally permitted, We shall inform You of such legal requirement before Processing.

2.4 The types of Personal Data to be Processed pursuant to this Schedule shall include (but shall not be limited to) Data Subject’s names, email addresses, phone numbers, and the categories of Data Subject to whom such Personal Data relates shall be Authorized Users’ and other employees, individual customers, individual suppliers, agents etc. of the Customer.

3. Parties' obligations

3.1 We shall:

3.1.1 only make copies of Your Data to the extent reasonably necessary for the Business Purpose (which, for clarity, may include for generating logs in relation to the use of the Services, back-up, mirroring (and similar availability enhancement techniques), security, disaster recovery and testing the Services); and

3.1.2 not extract, reverse-engineer, re-utilize, use, exploit, redistribute, re-disseminate, copy or store Your Data other than for the Business Purpose.

3.2 We shall notify You in writing without delay of any situation or envisaged development that shall in any way change the ability of Us to Process Your Data as set out in this Schedule.

3.4 At Your request and cost, We shall provide to You with a copy of all Your Data held by Us in a commonly used format. We shall comply with any request from You requiring Us to Delete any of Your Data.

3.5 At Your request and cost, taking into account the nature of Our Processing of the Personal Data and the information available, We shall provide to You such information and such assistance as You may reasonably require, and within the timescales reasonably specified by You, to allow You to comply with Your obligations under Data Protection Legislation,

3.6 Any proposal by Us to in any way use or make available Your Data other than as provided for pursuant to this Schedule shall be subject to prior written approval of You.

3.7 You acknowledge that We are under no duty to investigate the completeness, accuracy or sufficiency of (i) any instructions received from You, or (ii) any of Your Data.

3.8 You shall:

3.8.1 ensure that You are entitled to transfer Your Data to Us so that We may lawfully process and transfer (if applicable) Your Data in accordance with this Schedule;

3.8.3 notify Us in writing without delay of any situation or envisaged development that shall in any way influence, change or limit the ability of Us to Process Your Data as set out in this Agreement;

3.8.5 provide such information and such assistance to Us as We may reasonably require, and within the timescales reasonably specified by Us, to allow Us to comply with Our obligations under Data Protection Legislation; and

3.8.6 ensure that You fully comply with Your obligations pursuant to Data Protection Legislation.

4. Our employees

4.1 We shall take reasonable steps to ensure that Our employees have committed themselves to a binding duty of confidentiality in respect of Your Data.

5. Records

5.1 We shall keep at Our normal place of business records (including in electronic form) relating to all categories of Processing activities carried out on behalf of You, containing:

5.1.1 the general description of the security measures taken in respect of the Personal Data, including details of any Security Features and the Appropriate Technical and Organizational Measures;

5.1.2 the name and contact details of Us; any Sub-processor; and where applicable Our representatives; and where applicable any Data Protection Officer appointed by Us;

5.1.3 the categories of Processing by Us on behalf of You; and

5.1.4 details of any non-EEA Personal Data transfers, and the safeguards in place in respect of such transfers.

6. Audits

6.1 Subject to Clause 6.2, 6.3 and 6.5, and to the extent required by Data Protection Legislation, You shall have the right to examine and review the use by Us of Your Data only for the purpose of ascertaining that Your Data has been used and Processed in accordance with the terms of this Schedule.

6.2 An audit under this Clause 6 shall be carried out on the following basis: (i) You must first contact Us in writing asking for evidence of compliance with Our obligations under this Schedule, and We shall respond to such email within thirty (30) Business Days; (ii) if We have not responded to Your email with a response which is reasonably satisfactory to You within such thirty (30) Business Day period then, no more than once in any twelve (12) month period and during Normal Business Hours during the course of one Business Day You may audit Our Processing of Your Personal Data at a location agreed by Us. You shall bear the reasonable expenses incurred by Us in respect of any such audit and any such audit shall not interfere with the normal and efficient operation of Our business. We may require, as a condition of granting such access, that You (and representatives of You) enter into reasonable confidentiality undertakings with Us.

6.3 The scope of any examination and review by You of the use by Us of the Personal Data shall be agreed in writing prior to the commencement of any such examination and review.

6.4 In the event that the audit process determines that We are materially non-compliant with our obligations under this Schedule, You may, by notice in writing, deny further access to Your Data.

6.5 To the extent permitted under Data Protection Legislation, We may demonstrate Our and, if applicable Our Further Sub-processors’, compliance with Our obligations under this Schedule through Our compliance with a certification scheme or code of conduct approved under Data Protection Legislation.

7. Data Subject Requests

7.2 We shall notify You as soon as reasonably practicable if We receive:

7.2.1 a request from a Data Subject for access to that person’s Personal Data (relating to the Services);

7.2.2 any communication from a Data Subject (relating to the Services) seeking to exercise rights conferred on the Data Subject by Data Protection Legislation in respect of Personal Data; or

7.2.3 any complaint or any claim for compensation arising from or relating to the Processing of such Personal Data.

7.3 We shall not disclose Your Data to any Data Subject or to a third party other than at the request of You, as provided for in this Agreement, or as required by law.

7.4 We shall not respond to any request from a Data Subject except as required by law.

8. Security

8.1 We shall, in accordance with Our requirements under Data Protection Legislation, implement Appropriate Technical and Organizational Measures to safeguard Your Data from unauthorized or unlawful Processing or accidental loss, alteration, disclosure, destruction or damage, and that, having regard to the state of technological development and the cost of implementing any measures (and the nature, scope, context and purposes of Processing, as well as the risk to Data Subjects), such measures shall be proportionate and reasonable to ensure a level of security appropriate to the harm that might result from unauthorized or unlawful Processing or accidental loss, alteration, disclosure, destruction or damage and to the nature of the Personal Data to be protected.

8.2 We shall ensure that Your Data provided by You can only be accessed by persons and systems that are authorized by Us and necessary to meet the Business Purpose, and that all equipment used by Us for the Processing of Your Data shall be maintained by Us in a physically secure environment.

9. Breach reporting

9.1 We shall promptly inform You if any of Your Data is lost or destroyed or becomes damaged, corrupted, or unusable, or if there is any accidental, unauthorized or unlawful disclosure of or access to any of Your Data. In such case, We will use Our reasonable endeavors to restore Your Data at Your expense (save where the incident was caused by Our negligent act or omission, in which case it will be at Our expense), and will comply with all of Our obligations under Data Protection Legislation in this regard.

9.2 We must inform You of any Personal Data Breaches, or any complaint, notice or communication in relation to a Personal Data Breach, without undue delay. Taking into account the nature of Our Processing of the Personal Data and the information available to Us and at Your cost We will provide sufficient information and assist You in ensuring compliance with Your (or the Controller’s, if applicable) obligations in relation to notification of Personal Data Breaches (including the obligation to notify Personal Data Breaches to the DPC within seventy two (72) hours), and communication of Personal Data Breaches to Data Subjects where the breach is likely to result in a high risk to the rights of such Data Subjects. Taking into account the nature of Our Processing of the Personal Data and the information available to Us and at Your cost, We shall co-operate with You and take such reasonable commercial steps as are directed by You to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

10. Restricted transfers

10.1 A Restricted Transfer may not be made by Us (other than transfers to our affiliates and any agents and contractors for the purposes of performing the Services, and You shall endeavor to obtain if You are the Controller, or procure the obtaining of if You are the Processor, explicit consent from relevant Data Subjects in respect of such potential transfers) without the prior written consent of You (such consent not to be unreasonably withheld, delayed or conditioned), and if such consent has been obtained (or is unnecessary), such Restricted Transfer may only be made where there are appropriate safeguards in place with regard to the rights of Data Subjects (including but not limited to the Standard Contractual Clauses, Privacy Shield, binding corporate rules, or any other model clauses approved by the DPC).

10.2 Subject to Clause 10.3, in the event of any Restricted Transfer by Us to a contracted Sub- processor, to any affiliate of You or otherwise (“Data Importer") for which your consent has been obtained (or is unnecessary), We and You shall procure that: (i) You or the relevant Controller (where the Restricted Transfer is being made at the request of You or the relevant Controller), or Us acting as agent for and on behalf of the relevant Controller (where the Restricted Transfer is being made at the request of Us), and (ii) the Data Importer, shall enter into the Standard Contractual Clauses in respect of such Restricted Transfer.

10.3 Clauses 10.1 or 10.2 shall not apply to a Restricted Transfer if other compliance steps (which may include, but shall not be limited to, obtaining explicit consents from Data Subjects) have been taken to allow the relevant Restricted Transfer to take place without breach of applicable Data Protection Legislation.

11. Sub-processors

11.1 You agree and acknowledge that We may have Your Data Processed by any of Our affiliates and by any agents and contractors for the purpose of providing the Service (a “Further Sub- processor”). A list of the categories of Further Sub-processors used by Us may be maintained on our website or may be otherwise notified to You by Us from time to time. If you object to such sub-processing arrangements, then You should confirm this to Us and, if you do so confirm, You acknowledge that You may no longer be able to avail of some or all of Our Services.

11.2 We must enter into a data processing contract with the Further Sub-processor which places the same (or substantially similar) data protection obligations on the Sub-processor as We have in this Schedule (in particular, providing sufficient guarantees to implement Appropriate Technical and Organizational Measures in such a manner that the Processing will meet the requirements of Data Protection Legislation).

11.3 With respect to each Sub-processor, We shall, before the Further Sub-processor first Processes Your Data, ensure that the Further Sub-processor is capable of providing the level of protection for Your Data required by this Schedule.

11.4 We will respect the conditions for engaging Further Sub-processors as set out in Article 28 (4) of the GDPR.

12. Warranties

12.1 We warrant and undertake to You that We will Process Your Data in compliance with our obligations under Data Protection Legislation;

12.2 You hereby warrant and undertake to Us that:

12.2.1 You have complied with and shall continue to comply with Your obligations under Data Protection Legislation;

12.2.5 You shall not, by act or omission, cause Us to violate any Data Protection Legislation, notices provided to, or consents obtained from, Data Subjects as a result of Us or Our Sub- processors’ Processing the Personal Data; and

12.2.6 notwithstanding anything contained in this Schedule, You shall pay in immediately available funds Our costs incurred or likely to be incurred, at Our option in advance under this Schedule (where matters are stated to be at Your cost).

14. Limitation of liability

14.1 Unless required to do so by the DPC or any other competent supervisory authority, We shall not make any payment or any offer of payment to any Data Subject in response to any complaint or any claim for compensation arising from or relating to the Processing of Your Data, without the prior written agreement of You.

14.2 You acknowledge and agree that We are reliant on You for direction as to the extent to which We are entitled to use and process Your Data. Consequently, We will not be liable to You for any claim brought by a Data Subject or in respect of any regulatory fine or order arising from any action or omission by Us, to the extent that such action or omission resulted directly from Your instructions and/or the transactions contemplated by this Schedule.

15. Consequences of termination on Your Data

15.1 Upon termination or expiry of this Agreement, at the choice of You, We shall Delete or return all Your Data to You and Delete existing copies of Your Data, unless legally required/entitled to store Your Data for a period of time. If You make no such election within a ten (10) day period of termination or expiry of this Agreement, We may Delete any of Your Data in our possession; and if You elect for destruction rather than return of Your Data, We shall as soon as reasonably practicable ensure that all Your Data is Deleted from Our System, unless legally required/entitled to store Your Data for a period of time.

An end customer Terms of Use statement will appear at the time of end customer provisioning. The text of this agreement will be available via the Platform, and will require end customer click thru to agree to the Term of Use.