2020-887-E Economic Dev - Submittable Holdings Inc grant management software

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DocuSign Envelope ID:90A54439-23B9-40AF-8246-BFCAAEAA529D (c) are aware both of Submittable's duties and their personal duties and obligations under the Privacy and Data Protection Requirements and this DPA. 4.4 Submittable will take reasonable steps to ensure the reliability, integrity, and trustworthiness of, and conduct background checks consistent with applicable Law on, all of Submittable's employees with access to the Personal Information. 5. Sub-processors. 5.1 Customer acknowledges and agrees that (a) Submittable's Affiliates may be retained as Sub-processors, and (b) Submittable and Submittable's Affiliates respectively may engage third-party Sub-processors in connection with the provision of the Services. Pursuant to the Standard Contractual Clauses, Customer acknowledges and expressly agrees that Submittable may engage new Sub-processors as described in this DPA. 5.2 Submittable may only authorize a Sub-processor to Process Personal Information if: (a) Submittable or a Submittable Affiliate has entered into a written agreement with each Sub-processor containing data protection obligations not less protective than those in this DPA with respect to the protection of Personal Information to the extent applicable to the nature of the services provided by such Sub-processor; (b) Submittable maintains control over all Personal Information it entrusts to the Sub-processor; and (c) Submittable remains liable for breaches of this DPA caused by its Sub-processor's acts and omissions. 5.3 A list of current Sub-processors can be found at Appendix A. Such Sub-processor list shall include the identities of those Sub-processors and their country of location. Customer agrees and acknowledges Submittable's current Sub-processors are authorized to Process Personal Information as set forth in this DPA. Submittable shall update the list of Sub-processors with the identities of those Sub-processors and their country of location on its website and by emailing Customer ("Updated Sub-processor List"). 5.4 Customer may object to Submittable's use of a new Sub-processor by notifying Submittable in writing within ten (10) business days after such Sub-processor is emailed to Customer in an Updated Sub-processor List, provided Customer's objection is based on a commercially reasonable and objective belief that such Sub-processor is not qualified to Process Personal Information. In the event Customer objects to a new Sub-processor, Submittable will notify Customer within sixty (60) days if another Sub-processor is available for performing the objected to Sub- processors' duties. If Submittable is unable to make available another Sub-processor, Customer may terminate the applicable Order Form in part or entirely by providing written notice to Submittable. Submittable will refund to Customer any prepaid fees covering the remainder of the term of such Order Form following the effective date of termination with respect to such terminated Services, without imposing a penalty for such termination on Customer. 6. Authorized Affiliates. 6.1 Customer agrees to obtain agreement of its Authorized Affiliates to be bound by the obligations under this DPA and, to the extent applicable, the TOS. All access to and use of the Service by Authorized Affiliates must comply with the TOS, and any violation of the TOS by an Authorized Affiliate shall be deemed a violation by Customer. 6.2 Customer shall remain responsible for coordinating all communication with Submittable under this DPA and be entitled to make and receive any communication in relation to this DPA on behalf of its Authorized Affiliates. Submittable Customer Terms of Service v1.1—Exhibit B Page 4 of 12