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<br />Submittable Customer Terms of Service
<br />v1.4
<br /> Page 6 of 28
<br />warranties contained in this Section (including, as applicable, the service request number notifying
<br />Submittable of the deficiency in the Services).
<br />10.2. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION
<br />10.1, TO THE MAXIMUM EXTENT PROVIDED BY LAW, ALL SERVICES AND SUBMITTABLE IP ARE
<br />PROVIDED “AS IS.” SUBMITTABLE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF
<br />MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND
<br />ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT
<br />LIMITING THE FOREGOING, SUBMITTABLE MAKES NO WARRANTY OF ANY KIND THAT THE
<br />SERVICES OR SUBMITTABLE IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL
<br />MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT
<br />INTERRUPTION, ACHIEVE ANY INTENDED RESULT, OR BE COMPATIBLE OR WORK WITH ANY
<br />SOFTWARE, SYSTEM, OR OTHER SERVICES. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS
<br />IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY
<br />MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR
<br />DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
<br />10.3. Customer Representations and Warranties. Customer represents, warrants, and covenants to Submittable
<br />that (i) Customer Data provided by Customer will not infringe, misappropriate, or otherwise violate any rights
<br />of any third-party, or violate any applicable law or other personal or proprietary right; and (ii) Customer owns
<br />all Customer Data or has obtained all permissions, releases, rights, or licenses required to use Customer
<br />Data to engage in Customer’s posting and other activities (and allow Submittable to perform its obligations)
<br />in connection with the Services without obtaining any further releases or consents.
<br />10.4. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (i) it
<br />is duly organized, validly existing, and in good standing as a corporation or other entity under the l aws of
<br />the jurisdiction of its incorporation or other organization; (ii) it has the full right, power, and authority to enter
<br />into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is
<br />required to grant under this TOS; (iii) the execution of this TOS by its representative whose signature is set
<br />forth at the end of this TOS has been duly authorized by all necessary corporate or organizational action of
<br />such Party; and (iv) when executed and delivered by both Parties, this TOS will constitute the legal, valid,
<br />and binding obligation of such Party, enforceable against such Party in accordance with its terms.
<br />11. Insurance. During the Term, each Party must, at its own cost and expense, obtain and maintain insurance, in full
<br />force and effect, sufficient to cover each Party’s potential indemnity or reimbursement obligations under this TOS.
<br />12. Indemnification.
<br />12.1. Submittable Indemnification.
<br />12.1.1. Submittable shall indemnify, defend, and hold harmless Customer from and against any and all
<br />losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by
<br />Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”)
<br />that (i) the Services, or any use of the Services in accordance with this TOS, infringes or
<br />misappropriates such third-party’s US intellectual property rights; (ii) result from allegation of
<br />facts that, if true, would constitute Submittable’s breach of any of its representations, warranties,
<br />covenants, or obligations under this TOS; or (iii) result from negligence or more culpable act or
<br />omission (including recklessness or willful misconduct) by Submittable in connection with this
<br />TOS.
<br />12.1.2. If an infringement claim is made or appears possible, Customer agrees to p ermit Submittable,
<br />at Submittable’s sole discretion, to (A) modify or replace the Services, or component or part of
<br />the Services, to make it non-infringing, or (B) obtain the right for Customer to continue use. If
<br />Submittable determines that neither alternative is reasonably available, Submittable may
<br />terminate this TOS, in its entirety or with respect to the affected component or part, effective
<br />immediately on written notice to Customer.
<br />12.1.3. This Section 12.1 will not apply to the extent that the alleged claim arises from: (A) use of the
<br />Services in combination with data, software, hardware, equipment, or technology not provided
<br />by Submittable or reasonably anticipated to be used in combination with the Services; (B)
<br />modifications to the Services not made by Submittable; (C) Customer Data (except for Losses
<br />accrued due to Submittable’s action or inaction related to Customer Data); or (D) Third -Party
<br />Materials.
<br />DocuSign Envelope ID: 367666E5-0A49-40C9-BFB5-74D495BAB8F1
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