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<br />Submittable Customer Terms of Service
<br />v1.4
<br /> Page 7 of 28
<br />12.2. Customer Indemnification. To the extent allowed by applicable law, Customer shall indemnify, hold
<br />harmless, and, at Submittable’s option, defend Submittable from and against any Losses resulting from any
<br />Third-Party Claim that Customer’s use of the Customer Data infringes or misappropriates such third -party’s
<br />intellectual property rights and any Third-Party Claims based on Customer’s or any Authorized User’s (i)
<br />negligence or willful misconduct; (ii) result from allegation of facts that, if true, would constitute Customer’s
<br />breach of any of its representations, warranties, covenants, or obligations under thi s TOS; (iii) use of the
<br />Services in a manner not authorized by this TOS; (iv) use of the Services in combination with data, software,
<br />hardware, equipment or technology not provided by Submittable or reasonably anticipated to be used in
<br />combination with the Services; (v) modifications to the Services made by or on behalf of Customer; or (vi)
<br />materials or information (including any documents, data, specifications, software, content, or technology)
<br />provided by or on behalf of Customer or any Authorized User, including Submittable’s compliance with any
<br />specifications or directions provided by or on behalf of Customer or any Authorized User, provided that
<br />Customer may not settle any Third-Party Claim against Submittable unless Submittable consents to such
<br />settlement, and further provided that Submittable will have the right, at its option, to defend itself against
<br />any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
<br />12.3. Sole Remedy. THIS SECTION 12 SETS FORTH CUSTOMER’S SOLE REMEDIES AND SUBMITTABLE’S
<br />SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT
<br />THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL
<br />PROPERTY RIGHTS OF ANY THIRD-PARTY.
<br />13. Limitations of Liability. TO THE GREATEST EXTENT ALLOWED BY LAW, IN NO EVENT WILL SUBMITTABLE
<br />BE LIABLE UNDER OR IN CONNECTION WITH THIS TOS OR ITS EXHIBITS UNDER ANY LEGAL OR
<br />EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
<br />LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY,
<br />SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST
<br />BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE,
<br />INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA; OR (e) COST OF
<br />REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUBMITTABLE WAS
<br />ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE
<br />OTHERWISE FORESEEABLE. IN NO EVENT WILL SUBMITTABLE’S AGGREGATE LIABILITY ARISING OUT
<br />OF OR RELATED TO THIS TOS OR ANY OF ITS EXHIBITS UNDER ANY LEGAL OR EQUITABLE THEORY,
<br />INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND
<br />OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO SUBMITTABLE UNDER THIS TOS IN THE ONE YEAR
<br />PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $5,000.00, WHICHEVER IS LESS. THE
<br />FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
<br />14. Term and Termination.
<br />14.1. Term. The term of this TOS commences as of the effective date of this TOS and, unless terminated earlier
<br />pursuant to any of the TOS’s express provisions, will continue in effect until the date specified in the initial
<br />Order Form (the “Initial Term”).
<br />14.2. Renewal. Unless otherwise specified in the Order Form, and unless prohibited by applicable law, upon
<br />expiration of the Initial Term, this TOS and the Order Form executed contemporaneously with this TOS (as
<br />modified by the renewal Fee, above) shall automatically renew fo r additional successive terms of the same
<br />length as the Initial Term (or one year, whichever is greater), unless either Party provides written notice of
<br />nonrenewal at least ninety days prior to the end of the then-current term (each a “Renewal Term” and
<br />together with the Initial Term, the “Term”), or unless sooner terminated as provided in this TOS. If this TOS
<br />is renewed for any Renewal Term, the terms and conditions of this TOS during each such Renewal Term
<br />shall be the same as the terms and conditions in effect immediately prior to such renewal, subject to any
<br />change in the Fees during the applicable Renewal Term as set forth in the Fees Section of this TOS. If
<br />either Party provides timely notice of its intent not to renew this TOS, then, unless otherwise sooner
<br />terminated in accordance with its terms, this TOS shall terminate on the expiration of the then-current Term.
<br />14.3. Termination. In addition to any other express termination right set forth in this TOS:
<br />14.3.1. Submittable may terminate this TOS, effective on wr itten notice to Customer, if Customer fails
<br />to pay any Fees, and such failure continues more than twenty (20) days after Submittable’s
<br />delivery of written notice to Customer;
<br />14.3.2. Customer may terminate this TOS at any time, effective on written notice to Submittable;
<br />DocuSign Envelope ID: 367666E5-0A49-40C9-BFB5-74D495BAB8F1
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