Terms and Conditions of Sale for NAC International Inc. Consulting Products and Services

Revised February 22, 2021

The providing by NAC International Inc. (“NAC”) of Consulting Products and Services (“Products and Services” or separately as “Products” or “Services” or singly as “Product” or “Service”) via a  transaction initiated by a Purchaser (“Purchaser”) on the NAC Website (the “Website”), are subject to and expressly conditioned upon the terms and conditions contained herein (the “Terms and Conditions”).  NAC Products and Services include oral or written “Consultations,” “Reports” and “Training and Materials.”  Consultations include oral or written expert opinion on nuclear fuel cycle topics, including those derived from NAC products and analyses (collectively “Consultations”).  Reports include the NAC Fuel-Trac® Status Report, the NAC Nuclear Fuel Market Issues & Insights, the NAC Nuclear Fuel Cycle Topical Reports, the NAC Uranium Supply Analysis System, and the sale by NAC of other selected NAC reports or information containing NAC general information or NAC proprietary information (individually the “Report” or collectively the “Reports”).  Training Services and Materials include visual, audible, and tangible forms of training content, and delivery of such content to Purchaser by any method and in any form, format, or medium, including real time or pre-recorded audio or video, via phone, web-based interface, CD, DVD, or other electronic storage medium, hardcopy training materials, presentation slides, handouts, reports, break-out session materials, props, items, or by any other method or medium associated with fulfillment of the procurement (collectively “Training Services and Materials”).  Purchaser’s agreement with these Terms and Conditions shall be deemed to take effect upon the occurrence of any one of the following events:  (a) authorized and approved online payment by credit card by Purchaser (and subsequent transmittal by NAC to Purchaser of the electronic receipt evidencing payment for the subject Products and Services); or (b) authorized and approved online purchase order commitment by Purchaser and NAC’s receipt of payment from Purchaser for the subject Products and Services (and subsequent transmittal by NAC to Purchaser of the electronic receipt evidencing payment for the subject Products and Services). If NAC and Purchaser have previously entered into a separate binding agreement regarding the purchase of the subject Products and Services, those terms and conditions shall also apply.  In the event of any conflict between any provisions contained in these Terms and Conditions and any provisions contained in any  previously entered into separate binding agreement regarding the purchase of the subject Products and Services, the provisions contained in these Terms and Conditions shall control. A NAC Purchaser is urged to utilize the convenience of the NAC Website, for secure and efficient purchases of the subject Products and Services.  If a Purchaser does not complete a purchase of Products and Services from NAC in accordance with these Terms and Conditions using the NAC Website, such Purchaser may wish to contact NAC to make other purchasing arrangements:

SCHEDULE, PRICE, AND PAYMENT. The Products and Services shall be delivered to Purchaser according to the schedule set forth on the NAC online Website, as applicable, or in the electronic receipt transmitted by NAC to Purchaser evidencing payment by Purchaser for the subject Product or Service.

LIMITATION OF LIABIILITY.  IN NO EVENT SHALL NAC, OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES, BE LIABLE TO PURCHASER, IN LAW OR IN EQUITY, WHETHER UNDER CONTRACT LAW OR TORT LAW, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE PRODUCTS AND SERVICES, EVEN IF NAC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF NAC HAS BEEN NEGLIGENT.  NAC’S LIABILITY TO PURCHASER (IF ANY) FOR ACTUAL DIRECT DAMAGES ARISING OUT OF THE PRODUCTS AND SERVICES, REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO, AND IN NO EVENT SHALL EXCEED, THE AMOUNT OF THE PRICE PAID BY PURCHASER TO NAC WITH RESPECT TO THE PRODUCTS AND SERVICES(s) UNDER WHICH SUCH LIABILITY AROSE.  PURCHASER’S SOLE REMEDY FOR INABILITY OF NAC TO DELIVER ANY PRODUCTS OR SERVICES IN ACCORDANCE WITH THESE TERMS AND CONDITIONS, REGARDLESS OF WHETHER SUCH INABILITY IS ATTRIBUTABLE TO PURCHASER OR NAC (FOR EXAMPLE, IF TRAINING IS CANCELLED BECAUSE OF INSUFFICIENT ATTENDANCE), SHALL BE RETURN TO PURCHASER OF ANY AMOUNTS PAID TO NAC FOR PRODUCTS OR SERVICES NOT DELIVERED.

OWNERSHIP OF INTELLECTUAL PROPERTY AND REDISTRIBUTION. The Website, its contents, and the Products and Services are copyrighted works of authorship of NAC.  All title, ownership and intellectual property rights in and to the Products and Services (including but not limited to any images, photographs, data and text incorporated into the Products and Services), are owned by NAC or sourced by NAC for training and educational purposes from open literature or private sources  (with sources identified to the extent possible or practicable) and may be used by Purchaser for its own internal use only, recognizing that some sourced content not uniquely and independently produced by NAC may be subject to additional copyright protections.  Under United States federal copyright law (17 USC 101 et seq.), it is illegal to reproduce the Products and Services by any means without written permission from NAC.  NAC retains sole and exclusive rights to NAC’s background intellectual property contained in the Products and Services.  The Products and Services may not be published or redistributed (this includes, but is not limited to, forwarding to others using internal or external e-mail systems, internet distribution or inter-office electronic exchanges) by Purchaser in any form or given to a third party without the written consent of NAC.  All electronic copies must be distributed directly by NAC. Neither these terms and conditions or actions taken by Purchaser in accepting these terms and conditions grant Purchaser any rights in connection with any of NAC’s preexisting intellectual property. For purposes of clarification, Purchaser’s authorized “internal use” includes disclosures on a need-to-know basis by Purchaser to (i) entities controlled by Purchaser or under common control with Purchaser (collectively, “Purchaser’s Affiliates”) that approve or serve as principal customers for fuel contracts negotiated by Purchaser and (ii) agents who routinely provide support services to Purchaser and Purchaser’s Affiliates, and no prior consent is required for such disclosures, but Purchaser will ensure that Purchaser’s Affiliates and agents do not misuse or disclose the information in the Products and Services for unauthorized purposes in violation of these terms and conditions.   Anything to the contrary contained herein notwithstanding, all electronic copies of Products and Services must be distributed directly by NAC.

DISCLAIMER OF WARRANTY.  Purchaser understands and agrees that the information supplied to purchaser by NAC under these terms and conditions was prepared by NAC based upon data obtained from public sources and other sources NAC considers reliable and/or calculations consistent with technical principles and assumptions NAC considers applicable.  NAC makes no warranty or representation, expressed or implied, with respect to the accuracy, completeness or usefulness of the information supplied to purchaser, including any forward-looking projections, or assumes any responsibility for liability or damage that may result from the use of any information disclosed to purchaser under these terms and conditions.  None of the Products and Services are intended for use in the operation of nuclear facilities.  Advice or information, whether oral or written, provided hereunder by NAC shall not create any warranty that is not expressly stated in these terms and conditions.

CONFIDENTIALITY.   Purchaser covenants and agrees that it and Purchaser’s Affiliates (i) will hold the information contained in the Products and Services in trust and in strictest confidence; (ii) will protect the information contained in the Products and Services from disclosure and in no event take any action causing any information contained in the Products and Services to lose its character as confidential information; and (iii) will not use, duplicate, reproduce, distribute, disclose or otherwise disseminate the information contained in the Products and Services except for its own internal use.  Neither Purchaser nor its employees, agents, subcontractors or suppliers or Purchaser’s Affiliates or its employees, agents, subcontractors, or  suppliers shall, use or disclose the NAC information contained in the Products and Services and Training Services Materials, whether written or oral, for any purpose other than the permissible uses of the Products and  Services and Training Services Materials provided by NAC and subject to these Terms and Conditions, without the express prior written approval of NAC.  Strict adherence to these NAC confidentiality requirements shall be a material obligation of Purchaser.

CONSENT TO RECORDING. Recordings may be made of some Training sessions and provided to registered Training course participants and to NAC personnel to review later to improve the Training experience.  Purchaser consents to recordings being made of Training sessions for the purpose of improving the Training experience.

GENERAL. These Terms and Conditions constitute the entire agreement between NAC and Purchaser with respect to the subject matter hereof.  These terms and conditions may not be changed or amended except by a written instrument executed by a duly authorized officer of NAC.  Purchaser may not assign its rights under these terms and conditions by contract or operation of law or otherwise, without NAC’s prior written consent and any unauthorized assignment shall be void and of no effect.