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DocuSign Envelope ID:90A54439-23B9-40AF-8246-BFCAAEAA529D
<br /> that Customer may not settle any Third-Party Claim against Submittable unless Submittable
<br /> consents to such settlement, and further provided that Submittable will have the right, at its
<br /> option, to defend itself against any such Third-Party Claim or to participate in the defense thereof
<br /> by counsel of its own choice.
<br /> (c) Sole Remedy. THIS SECTION 12 SETS FORTH CUSTOMER'S SOLE REMEDIES AND
<br /> SUBMITTABLE'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED,
<br /> OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR
<br /> OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
<br /> 13. Limitations of Liability. TO THE GREATEST EXTENT ALLOWED BY LAW, IN NO EVENT
<br /> WILL SUBMITTABLE BE LIABLE UNDER OR IN CONNECTION WITH THIS TOS UNDER ANY
<br /> LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING
<br /> NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL,
<br /> INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b)
<br /> INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES,
<br /> OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS,
<br /> INTERRUPTION, DELAY OR RECOVERY OF ANY DATA; OR (e) COST OF REPLACEMENT GOODS
<br /> OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUBMITTABLE WAS ADVISED OF
<br /> THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE
<br /> OTHERWISE FORESEEABLE. IN NO EVENT WILL SUBMITTABLE'S AGGREGATE LIABILITY
<br /> ARISING OUT OF OR RELATED TO THIS TOS UNDER ANY LEGAL OR EQUITABLE THEORY,
<br /> INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY,
<br /> AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO SUBMITTABLE UNDER THIS TOS IN
<br /> THE ONE YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $200.00,
<br /> WHICHEVER IS LESS. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF
<br /> ITS ESSENTIAL PURPOSE.
<br /> 14. Term and Termination.
<br /> (a) Term. The term of this TOS commences as of the effective date of this TOS and, unless
<br /> terminated earlier pursuant any of the TOS's express provisions, will continue in effect until the
<br /> later of(i) the date specified in the Order Form; or (ii) so long as Customer has access to the
<br /> Services (the "Term").
<br /> (b) Termination. In addition to any other express termination right set forth in this TOS:
<br /> (i) Submittable may terminate this TOS, effective on written notice to Customer, if
<br /> Customer fails to pay any Fees, and such failure continues more than twenty (20) days
<br /> after Submittable's delivery of written notice to Customer;
<br /> (ii) Customer may terminate this TOS at any time, effective on written notice to
<br /> Submittable;
<br /> (iii) either Party may terminate this TOS, effective on written notice to the other Party, if
<br /> the other Party materially breaches this TOS, and such breach: (i) is incapable of cure; or
<br /> (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching Party
<br /> provides the breaching Party with written notice of such breach; and
<br /> (iv) either Party may terminate this TOS, effective immediately upon written notice to the
<br /> other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to
<br /> pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or
<br /> involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any
<br /> proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks
<br /> to make a general assignment for the benefit of its creditors; or (iv) applies for or has
<br /> appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of
<br /> competent jurisdiction to take charge of or sell any material portion of its property or
<br /> business.
<br /> Submittable Customer Terms of Service v1.1 Page 10 of 13
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