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DocuSign Envelope ID:90A54439-23B9-40AF-8246-BFCAAEAA529D
<br /> (c) Customer Representations and Warranties. Customer represents, warrants, and covenants
<br /> to Submittable that Customer Data does not and will not infringe, misappropriate, or otherwise
<br /> violate any Intellectual Property Rights, any privacy or publicity, or other rights of any third-
<br /> party, or violate any applicable Law or other personal or proprietary right, nor does such data
<br /> contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive
<br /> or harassing. Customer has obtained all permissions, releases, rights, or licenses required to use
<br /> Customer Data to engage in Customer's posting and other activities (and allow Submittable to
<br /> perform its obligations) in connection with the Services without obtaining any further releases or
<br /> consents.
<br /> (d) Mutual Representations and Warranties. Each Party represents and warrants to the other
<br /> Party that: (i) it is duly organized, validly existing, and in good standing as a corporation or other
<br /> entity under the laws of the jurisdiction of its incorporation or other organization; (ii) it has the full
<br /> right, power, and authority to enter into and perform its obligations and grant the rights, licenses,
<br /> consents, and authorizations it grants or is required to grant under this TOS; (iii) the execution of
<br /> this TOS by its Representative whose signature is set forth at the end of this TOS has been duly
<br /> authorized by all necessary corporate or organizational action of such Party; and (iv) when
<br /> executed and delivered by both Parties, this TOS will constitute the legal, valid, and binding
<br /> obligation of such Party, enforceable against such Party in accordance with its terms.
<br /> 11. Insurance. During the Term, each Party must, at its own cost and expense, obtain and maintain
<br /> insurance, in full force and effect, sufficient to cover each Party's potential indemnity or reimbursement
<br /> obligations.
<br /> 12. Indemnification.
<br /> (a) Submittable Indemnification.
<br /> (i) Submittable shall indemnify, defend, and hold harmless Customer from and against
<br /> any and all losses, damages, liabilities, costs (including reasonable attorneys'fees)
<br /> ("Losses") incurred by Customer resulting from any third-party claim, suit, action, or
<br /> proceeding ("Third-Party Claim") that the Services, or any use of the Services in
<br /> accordance with this TOS, infringes or misappropriates such third party's US intellectual
<br /> property rights, provided that Customer promptly notifies Submittable in writing of the
<br /> claim, cooperates with Submittable, and allows Submittable sole authority to control the
<br /> defense and settlement of such claim.
<br /> (ii) If such a claim is made or appears possible, Customer agrees to permit Submittable,
<br /> at Submittable's sole discretion, to (A) modify or replace the Services, or component or part
<br /> of the Services, to make it non-infringing, or (B) obtain the right for Customer to continue
<br /> use. If Submittable determines that neither alternative is reasonably available,
<br /> Submittable may terminate this TOS, in its entirety or with respect to the affected
<br /> component or part, effective immediately on written notice to Customer.
<br /> (iii) This Section 12(a) will not apply to the extent that the alleged infringement arises
<br /> from: (A) use of the Services in combination with data, software, hardware, equipment, or
<br /> technology not provided by Submittable or authorized by Submittable in writing; (B)
<br /> modifications to the Services not made by Submittable; (C) Customer Data; or (D) Third-
<br /> Party Materials.
<br /> (b) Customer Indemnification. Customer shall indemnify, hold harmless, and, at Submittable's
<br /> option, defend Submittable from and against any Losses resulting from any Third-Party Claim
<br /> that the Customer Data, or any use of the Customer Data in accordance with this TOS, infringes
<br /> or misappropriates such third party's intellectual property rights and any Third-Party Claims
<br /> based on Customer's or any Authorized User's (i) negligence or willful misconduct; (ii) use of the
<br /> Services in a manner not authorized by this TOS; (iii) use of the Services in combination with data,
<br /> software, hardware, equipment or technology not provided by Submittable or authorized by
<br /> Submittable in writing; or (iv) modifications to the Services not made by Submittable, provided
<br /> Submittable Customer Terms of Service v1.1 Page 9 of 13
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