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

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DocuSign Envelope ID:90A54439-23B9-40AF-8246-BFCAAEAA529D 6.3 If a data subject is not able to bring a claim against the data exporter or the data importer referred to in clauses 6.1 and 6.2, arising out of a breach by the sub-processor of any of their obligations referred to in clause 3 or in clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the sub-processor agrees that the data subject may issue a claim against the data sub-processor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the sub-processor shall be limited to its own processing operations under the Clauses. 7. Mediation and jurisdiction. 7.1 The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject: (a) to refer the dispute to mediation, by an independent person or, where applicable, by the Supervisory Authority; or (b) to refer the dispute to the courts in the Member State in which the data exporter is established. 7.2 The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law. 8. Cooperation with supervisory authorities. 8.1 The data exporter agrees to deposit a copy of this contract with the Supervisory Authority if it so requests or if such deposit is required under the applicable data protection law. 8.2 The parties agree that the Supervisory Authority has the right to conduct an audit of the data importer, and of any sub-processor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law. 8.3 The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any sub-processor preventing the conduct of an audit of the data importer, or any sub- processor, pursuant to clause 8.2. In such a case the data exporter shall be entitled to take the measures foreseen in clause 5.2. 9. Governing Law. The Clauses shall be governed by the law of the Member State in which the data exporter is established, namely as indicated in the Order Form, and if the data exporter is not established in a Member State, by the law of the country in which the data exporter is established, provided, such law provides for third-party beneficiary Clauses. Where such a clause is not permitted by the law of the exporter's country, the Clauses shall be governed by the law of a country, to be determined by the parties, which is a party to Convention 108 for the protection of individuals with regard to automatic processing of personal data,whose law provides for the inclusion of a third-party beneficiary clause. Submittable Customer Terms of Service v1.1—Exhibit B,Appendix C Page 5 of 8