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DocuSign Envelope ID:90A54439-23B9-40AF-8246-BFCAAEAA529D
<br /> paid), facsimile, or email (with confirmation of transmission) or certified or registered mail (in each
<br /> case, return receipt requested, postage pre-paid). Except as otherwise provided in this TOS, a
<br /> notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the notice
<br /> has complied with the requirements of this Section.
<br /> (c) Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to
<br /> have breached this TOS, for any failure or delay in performing its obligations under this TOS
<br /> (except for any obligations to make payments), if and to the extent such failure or delay is caused
<br /> by any circumstances beyond such Party's reasonable control, including but not limited to acts of
<br /> God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes,
<br /> labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action
<br /> taken by a governmental or public authority, including imposing an embargo.
<br /> (d) Waiver. No waiver by any Party of any of the provisions of this TOS will be effective unless
<br /> explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in
<br /> this TOS, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege
<br /> arising from this TOS will operate or be construed as a waiver thereof and (ii) no single or partial
<br /> exercise of any right, remedy, power, or privilege hereunder will preclude any other or further
<br /> exercise thereof or the exercise of any other right, remedy, power, or privilege.
<br /> (e) Severability. If any provision of this TOS is invalid, illegal, or unenforceable in any
<br /> jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or
<br /> provision of this TOS or invalidate or render unenforceable such term or provision in any other
<br /> jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or
<br /> unenforceable, the Parties shall negotiate in good faith to modify this TOS so as to effect their
<br /> original intent as closely as possible in a mutually acceptable manner in order that the
<br /> transactions contemplated hereby be consummated as originally contemplated to the greatest
<br /> extent possible.
<br /> (f) Governing Law; Submission to Jurisdiction. This TOS is governed by and construed in
<br /> accordance with the internal laws of the State of Montana without giving effect to any choice or
<br /> conflict of law provision or rule that would require or permit the application of the laws of any
<br /> jurisdiction other than those of the State of Montana. Any legal suit, action, or proceeding arising
<br /> out of or related to this TOS or the licenses granted under this TOS will be instituted exclusively
<br /> in the federal courts of the United States or the courts of the State of Montana in each case located
<br /> in the city of Missoula and County of Missoula, and each Party irrevocably submits to the
<br /> exclusive jurisdiction of such courts in any such suit, action, or proceeding.
<br /> (g) Assignment. Submittable may assign this TOS without written consent of Customer
<br /> provided the assignment is pursuant to a merger, consolidation, reorganization, asset or stock sale
<br /> provided the assignee remains fully liable under the terms of the TOS. Otherwise, neither Party
<br /> may assign this TOS without the prior written consent of the other. No assignment, delegation, or
<br /> transfer will relieve Customer of any of its obligations or performance under this TOS. Any
<br /> purported assignment, delegation, or transfer in violation of this Section is void. This TOS is
<br /> binding upon and inures to the benefit of the Parties and their respective successors and permitted
<br /> assigns.
<br /> (h) Export Regulation. Customer shall comply with all applicable federal laws, regulations, and
<br /> rules, and complete all required undertakings (including obtaining any necessary export license or
<br /> other governmental approval), that prohibit or restrict the export or re-export of the Services or
<br /> any Customer Data outside the US.
<br /> (i) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach
<br /> by such Party of any of its obligations under Sections related to Confidentiality, intellectual
<br /> property, or, in the case of Customer, Sections related to Use Restrictions or Customer Control and
<br /> Responsibility, would cause the other Party irreparable harm for which monetary damages would
<br /> not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the
<br /> Submittable Customer Terms of Service v1.1 Page 12 of 13
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