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

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DocuSign Envelope ID:90A54439-23B9-40AF-8246-BFCAAEAA529D OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID TO SUBMITTABLE UNDER THE TOS IN THE ONE YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $200.00, WHICHEVER IS LESS. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 9. Special Laws Regarding Personal Information. 9.1 Provided the Business Purpose allows Submittable access to Personal Information in the form of protected health information as defined by HIPAA, the Parties shall execute Submittable's HIPAA-compliant business associate agreement. 9.2 Provided the Business Purpose allows Submittable access to Personal Information subject to FERPA, Submittable will be considered a "school official" with a "legitimate educational interest" as those terms are used in FERPA and its implementing regulations, and Submittable agrees to abide by the applicable limitations on disclosure and re-disclosure of personally identifiable information from education records under FERPA. 10. Cross-Border Transfers of Personal Information. 10.1 For purposes of the GDPR, the parties acknowledge and agree that with regard to the Processing of Personal Information, Customer is the Controller and Submittable is a Processor. 10.2 If the Privacy and Data Protection Requirements restrict cross-border Personal Information transfers, Customer will only transfer or cause to be transferred that Personal Information to Submittable under the following conditions: (a) Submittable, either through its location or participation in a valid cross-border transfer mechanism under the Privacy and Data Protection Requirements, as identified in Appendix A, may legally receive that Personal Information, however, Submittable must promptly inform Customer of any change to that status; (b) Customer obtained valid Data Subject consent to the transfer under the Privacy and Data Protection Requirements; or (c) the transfer otherwise complies with the Privacy and Data Protection Requirements for the reasons set forth in Appendix A. 10.3 If any Personal Information transfer between Submittable and Customer requires implementation of Standard Contractual Clauses in order to comply with the Privacy and Data Protection Requirements, the Standard Contractual Clauses contained in Appendix C, shall be in effect, and each Party shall abide by its obligations and take all other actions required to legitimize the transfer, including, if necessary: (a) co-operating to register the Standard Contractual Clauses with any Supervisory Authority in any European Economic Area country; (b) procuring approval from any such Supervisory Authority; or (c) providing additional information about the transfer to such Supervisory Authority. 10.4 Subject to the terms of this DPA, Submittable makes available the transfer mechanisms listed on Appendix A which shall apply, in the order of precedence as set out below, to any transfers of Personal Information under this DPA from the European Union, the European Economic Area and/or their member states, Switzerland and the United Kingdom to countries which do not ensure an adequate level of data protection within the meaning of Privacy and Data Protection Requirements of the foregoing territories, to the extent such transfers are subject to such Privacy and Data Protection Requirements: Submittable Customer Terms of Service v1.1—Exhibit B Page 7 of 12