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

Browse Search

DocuSign Envelope ID:90A54439-23B9-40AF-8246-BFCAAEAA529D (e) before any Submittable Sub-processor Processes any Personal Information on behalf of any Customer, Submittable's entry into this DPA as agent for and on behalf of that Submittable Sub-processor will have been duly and effectively authorized (or subsequently ratified) by Submittable. (f) it will not knowingly introduce via any means, spyware, adware, ransomware, rootkit, keylogger, virus, trojan, worm, or other code or mechanism designed to permit unauthorized access to Personal Information; and (g) considering the current technology environment and implementation costs, it will take appropriate technical and organizational measures to prevent the unauthorized or unlawful processing of Personal Information and the accidental loss or destruction of, or damage to, Personal Information, and ensure a level of security appropriate to: (i) the harm that might result from such unauthorized or unlawful processing or accidental loss, destruction, or damage; and (ii) the nature of the Personal Information protected; and (iii) comply with all applicable Privacy and Data Protection Requirement and its information and security policies. 14.2 Customer warrants and represents that Submittable's expected use of the Personal Information for the Business Purpose and as specifically instructed by Customer will comply with all Privacy and Data Protection Requirements. 15. Indemnification and Insurance. 15.1 Subject to this DPA and the TOS, each Party agrees to indemnify, keep indemnified, and defend at its own expense the other Party against all costs, claims, damages, or expenses incurred by the indemnified Party or for which the indemnified Party may become liable due to any failure by the indemnifying Party or its employees, Sub-processors, Affiliates, or agents to comply with any of its obligations under this DPA or applicable Privacy and Data Protection Requirements. 15.2 Any limitation of liability set forth in the TOS will apply to this DPA's indemnity or reimbursement obligations. 15.3 During the DPA Term, each Party must, at its own cost and expense, obtain and maintain insurance, in full force and effect, sufficient to cover each Party's reasonably expected potential indemnity or reimbursement obligations. Each Party will produce the policy and premium payment receipt to the other Party on reasonable request and no more frequently than once every twelve (12) months. Each Party will give the other Party thirty (30) days advance written notice if the policy materially changes or is canceled. 16. Scope Modifications. In the event a Party's compliance with Privacy and Data Protection Requirements requires the imposition of certain additional contractual obligations under this DPA, such Party shall notify the other Party and both Parties shall in good faith seek to amend this DPA in order to address the requirements under Privacy and Data Protection Requirements. In the event the Parties fail to reach an agreement on an amendment to this DPA, Submittable may unilaterally amend this DPA to conform to the minimum additional requirements imposed by any Privacy and Data Protection Requirement without notice to Customer and without Customer's consent. 17. Term and Termination. 17.1 This DPA will remain in full force and effect so long as: (a) the TOS remains in effect; or (b) Submittable retains any Personal Information related to the TOS in its possession or control (the "DPA Term"). Submittable Customer Terms of Service v1.1—Exhibit B Page 11 of 12