LightLeapAI^® Public Sector Addendum

This Public Sector Addendum ("PSA") applies when it is elected in an Order Form between N2N Services, Inc. ("N2N") and a Customer that is a public institution, including a state- or province-established college, university, community college district, or system office, and any other governmental entity. Capitalized terms not defined here have the meanings given in the MSA.

1. Application and Precedence

1.1 Precedence. This PSA controls over the MSA, the DSA, and the other posted Contract Documents. Special Terms in an Order Form control over this PSA (MSA Section 1.2).

1.2 "Applicable Public Law." Each provision of this PSA that refers to Applicable Public Law applies only to the extent the law governing the Customer as a public institution requires it, including constitutional provisions, statutes, regulations, and binding governmental policies. If a provision of the MSA or DSA is consistent with Applicable Public Law, it continues to apply.

1.3 Schedules. The U.S. Schedule applies to a Customer in the United States, and the Canada Schedule applies to a Customer in Canada.

2. Immunity and Customer Obligations

2.1 No Waiver. Nothing in the Contract Documents waives, or will be construed to waive, any sovereign, governmental, or Crown immunity, or any limitation on liability or remedies, available to the Customer under Applicable Public Law.

2.2 Customer Indemnity and Defense. The Customer's obligations to defend, indemnify, or hold harmless N2N, including under MSA Section 10.2, apply only to the extent Applicable Public Law permits them. Where it does not, each party is responsible for its own acts and omissions as provided by law, and N2N's claims against the Customer may be brought only through the procedures Applicable Public Law provides.

2.3 N2N's Obligations Unchanged. This Section 2 does not reduce N2N's obligations under the Contract Documents, including N2N's indemnification obligations under MSA Section 10.1.

2.4 Customer Liability. The Customer's liability is limited as provided by Applicable Public Law, including any applicable tort claims act. MSA Section 9 limits the Customer's liability only to the extent it is consistent with that law.

2.5 Defense by Government Counsel. Where Applicable Public Law requires the Customer's attorney general or other government counsel to control, approve, or participate in the defense or settlement of a claim, MSA Section 10.5 is modified accordingly.

3. Governing Law, Venue, and Claims

3.1 Governing Law and Venue. MSA Section 12.1 is replaced as follows. The Contract Documents are governed by the laws of the Customer's state or province, without regard to conflict-of-laws principles. Venue lies in the courts or forum designated by Applicable Public Law, or, if none is designated, in the courts of competent jurisdiction in the Customer's state or province.

3.2 Claims Procedures. Where Applicable Public Law requires claims against the Customer to be presented through an administrative process, such as a court of claims, a board of adjustment, or a contract claims procedure, N2N will follow that process.

3.3 No Mandatory Arbitration or Jury Waiver. Nothing in the Contract Documents requires the Customer to arbitrate or to waive a jury trial.

4. Public Records and Access to Information

4.1 Disclosure Under Law. N2N acknowledges that the Contract Documents and information N2N provides to the Customer may be subject to disclosure under public records, freedom of information, or access-to-information laws. The Customer's confidentiality obligations under MSA Section 7 are subject to those laws.

4.2 Protection Process. N2N will mark information it considers confidential, proprietary, or a trade secret. Where Applicable Public Law permits, the Customer will (a) notify N2N of a request for N2N's marked information before disclosing it, and (b) give N2N the opportunity, at N2N's expense, to seek an exemption or protective order. The Customer is not required to assert an exemption on N2N's behalf or to withhold information the law requires it to release.

4.3 Customer Data. This Section does not authorize N2N to disclose Customer Data, which remains governed by the DSA.

5. Funding and Term

5.1 Non-Appropriation. If funds for a fiscal period are not appropriated, allocated, or otherwise made available for the Services, the Customer may terminate the affected Order Form at the end of the last funded fiscal period by written notice, given as soon as practicable and at least thirty (30) days before that date where possible, certifying that funds are unavailable. The Customer pays for Services provided through the termination date and owes no early termination charge. N2N retains prepaid fees only for the funded period.

5.2 Renewal. Where Applicable Public Law prohibits automatic renewal, or requires a new purchase order, appropriation, or approval for each term, MSA Section 5.2 is modified: (a) each Renewal Term begins only when the Customer confirms renewal in writing or issues a purchase order for it; (b) N2N will send its renewal notice at least ninety (90) days before the current term ends; and (c) if the Customer has not confirmed renewal when the term ends, the Order Form expires and MSA Section 5.6 applies.

5.3 Multi-Year Terms. For a multi-year Order Form, the Customer's payment obligation for each year after the first is subject to Section 5.1.

6. Payment and Taxes

6.1 Prompt Payment Laws. Where a prompt payment law governs the Customer: (a) its payment periods replace the thirty-day period in MSA Section 4.4; (b) its interest provisions replace the late charge in MSA Section 4.5; and (c) N2N may suspend the Services under MSA Section 4.5 only after the period the law allows for payment has expired, and on fifteen (15) days' notice.

6.2 Tax Exemption. N2N will not invoice taxes from which the Customer is exempt once the Customer provides a valid exemption certificate.

6.3 Collection Costs. The Customer is not responsible for N2N's collection costs or attorneys' fees, except as Applicable Public Law provides.

7. Contract Document Changes

7.1 Version Lock. MSA Section 1.4 is modified. During a Subscription Term, the Customer may decline any updated version of a posted Contract Document by notice within thirty (30) days after N2N's notice of the update. If it does, the version in its Order Form continues to apply for the rest of that term.

7.2 Renewal Versions. Where Section 5.2 applies, updated versions take effect at renewal only when the Customer confirms renewal in writing after receiving N2N's notice of the updated versions.

7.3 No Online Terms. No click-through, browse-wrap, portal, or other online terms bind the Customer except the Contract Documents in the versions listed in the Order Form. The ToS/AUP binds Authorized Users individually but does not add obligations for the Customer as an institution.

8. Compliance

8.1 Accessibility. N2N will design and maintain the user-facing interfaces of the Services to conform to WCAG 2.1 Level AA, consistent with Title II of the Americans with Disabilities Act and Section 508 of the Rehabilitation Act (or, in Canada, applicable provincial accessibility law). N2N will provide a current Accessibility Conformance Report (VPAT) on request, will remediate reported nonconformities that block access within a reasonable time based on severity, and will provide an equally effective alternative in the meantime.

8.2 Records and Audit. N2N will keep records reasonably related to its performance and invoicing under the Contract Documents for three (3) years after the last Order Form ends, or longer if Applicable Public Law requires, and will make them available to the Customer's internal auditors and to state or provincial auditors on reasonable notice. This right does not extend to other customers' data or to N2N's cost or profit information unless the law requires it.

8.3 Certifications. N2N represents that neither it nor its principals are debarred, suspended, or otherwise excluded from contracting with the Customer's government, and it will comply with the certifications required by the U.S. or Canada Schedule.

8.4 Publicity. MSA Section 12.5 is modified: N2N will not identify the Customer as a customer or use its name or marks without the Customer's prior written consent.

8.5 Insurance. The Customer is not required to maintain insurance or to name N2N as an insured. N2N's insurance obligations are unchanged.

U.S. Schedule

U.1 Federal Funds. If the Customer notifies N2N in the Order Form that the Services are paid for in whole or part with federal funds, N2N will comply with the contract provisions in 2 C.F.R. Part 200, Appendix II that apply to the purchase, including the debarment and suspension requirements and the Byrd Anti-Lobbying Amendment certification.

U.2 Federal Tax Information. DSA Terms Section 3.5(d) applies to any Federal Tax Information.

U.3 State-Specific Requirements. N2N will comply with the requirements below for Customers in the listed states. N2N may add states by publishing a new version of this PSA.

Canada Schedule

C.1 Governing Law. Section 3.1 means the laws of the Customer's province and the federal laws of Canada that apply in that province.

C.2 Crown Agency and Financial Administration. Where the Customer is a Crown agent, or is subject to provincial financial administration legislation that restricts indemnities or contingent liabilities, Section 2.2 applies to any Customer indemnity, and no Customer indemnity takes effect without any approval that legislation requires.

C.3 Access and Privacy Legislation. Section 4 applies to requests under the Customer's provincial access-to-information and protection-of-privacy legislation. N2N will assist the Customer in responding to access and correction requests involving Customer Data within the timelines that legislation sets.

C.4 Hosting Region and Access Outside Canada. (a) Canadian hosting. Where N2N makes Canadian hosting available and the Customer elects it in the Order Form, N2N will host Customer Data, including backups, in data centres located in Canada. (b) Support access. Support personnel may access Customer Data from the countries listed on the Subprocessor List, under DSA Terms Section 3.5. The Customer is responsible for confirming that this access is permitted under its provincial legislation, including completing any required privacy impact assessment, and N2N will provide the information the Customer reasonably needs for that assessment. (c) Provincial restrictions. Where the Customer's legislation prohibits or conditions access from outside Canada (for example, Nova Scotia's Personal Information International Disclosure Protection Act), the Customer will identify the restriction in the Order Form, and the parties will agree in Special Terms on either (i) the approvals or conditions the law requires, or (ii) a restriction of support access to personnel located in Canada or the United States.

C.5 Québec. (a) Language. At the Customer's request, N2N will provide French versions of the Contract Documents before execution, and the Order Form will record the parties' express choice of language. (b) Law 25. Where the Customer is a public body subject to Québec's Act respecting Access to documents held by public bodies and the Protection of personal information, the DSA is the written agreement required for communicating personal information to N2N, and N2N will support the Customer's privacy impact assessment for any communication of personal information outside Québec.

C.6 Currency and Taxes. Fees are invoiced in CAD where the Order Form so states. N2N will charge GST/HST and applicable provincial sales taxes as required by law, unless the Customer provides evidence of exemption.

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