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<br />Submittable Customer Terms of Service
<br />v1.4
<br /> Page 5 of 28
<br />Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving
<br />Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its
<br />rights or perform its obligations under this TOS. Notwithstanding the foregoing, each Party may disclose Confidential
<br />Information to the limited extent required (a) in order to comply with the order of a court or other governmental body,
<br />or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to
<br />the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective
<br />order; or (b) to establish a Party’s rights under this TOS, including to make required court filings. On the expiration
<br />or termination of the TOS, the receiving Party shall promptly return to the disclosing Party all copies, whether in
<br />written, electronic, or other form or media, of the disclosing Party’s Confidential Inf ormation, or destroy all such
<br />copies and, if requested by the disclosing Party, certify in writing to the disclosing Party that such Confidential
<br />Information has been destroyed. The parties incorporate by reference the whistleblower notice found in the Fed eral
<br />Defend Trade Secrets Act of 2016. See 18 U.S.C. § 1833(b).
<br />9. Intellectual Property Ownership; Feedback .
<br />9.1. Submittable IP. Customer acknowledges that, as between Customer and Submittable, Submittable owns
<br />all right, title, and interest in and to Submittable IP and, with respect to Third-Party Materials, the applicable
<br />third-party owns all right, title, and interest, including all intellectual property rights, in and to the Third-Party
<br />Materials. Submittable reserves all rights not expressly granted to Custo mer in this TOS. Except for the
<br />limited rights and licenses expressly granted under this TOS, nothing in this TOS grants, by implication,
<br />waiver, estoppel, or otherwise, to Customer or any third-party any intellectual property rights or other right,
<br />title, or interest in or to Submittable IP.
<br />9.2. Customer Data. Submittable acknowledges that, as between Submittable and Customer, Customer owns
<br />all right, title, and interest in and to the Customer Data. Customer hereby grants to Submittable a non -
<br />exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the
<br />Customer Data and perform all acts with respect to the Customer Data as may be necessary for Submittable
<br />to provide the Services to Customer.
<br />9.3. Feedback. Customer grants to Submittable a worldwide, perpetual, irrevocable, royalty-free license to use
<br />and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or
<br />other feedback provided by Customer or Authorized Users relating to the operation of the Services. All such
<br />feedback is provided “as is” without warranty of any kind.
<br />9.4. Marketing. Customer grants Submittable and its successors and assigns the perpetual worldwide right and
<br />license to use Customer’s business name, logo, information publicly available about Customer, Customer’s
<br />use of the Services, and affiliation with Submittable to advertise and promote Submittable and the Services
<br />in any and all media and by any and all technologies and means of delivery whether now or in the future
<br />known or devised, without further consent from Customer and without any royalty, payment, or other
<br />compensation to Customer, subject to Customer’s standard trademark guidelines Customer provides to
<br />Submittable. To opt out of the right and license granted in this paragraph, please email: license-opt-
<br />out@submittable.com.
<br />9.5. Email Identifiers. Customer agrees that the Services may send automated emails to actual or potential End
<br />Users or Authorized Users. For example, the Services may send an automated email ackn owledging an
<br />End User submission. For every such email, Customer acknowledges and agrees that Submittable may (i)
<br />add information and graphics that identify Submittable as the sender of the email; and (ii) add information
<br />and graphics that identify Customer. A redacted example of such an email is found at Exhibit C.
<br />10. Representations and Warranties.
<br />10.1. Submittable Representations, Warranties, and Covenants . Submittable represents, warrants, and
<br />covenants to Customer that Submittable will perform the Services and Professional Services using
<br />personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in
<br />accordance with generally recognized industry standards for similar services and will devote adequate
<br />resources to meet its obligations under this TOS. During the Term of this TOS, Submittable represents and
<br />warrants to Customer that (i) the Services will comply with the material functionality described in the
<br />Documentation, this TOS, and the Order Form and that such functionality will be maintained in all material
<br />respects in subsequent upgrades to the Services; and (ii) the Professional Services will be in material
<br />conformity with all requirements or specifications stated in any applicable statement of work. Customer
<br />must promptly provide Submittable with a written notice that describes any deficiency in the Services or the
<br />DocuSign Envelope ID: 367666E5-0A49-40C9-BFB5-74D495BAB8F1
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