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<br />Submittable Customer Terms of Service
<br />v1.4
<br /> Page 8 of 28
<br />14.3.3. Except as provided in subsection 14.3.1, either Party may terminate this TOS, effective on
<br />written notice to the other Party, if the other Party materially breaches this TOS, and such
<br />breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days
<br />after the non-breaching Party provides the breaching Party with written notice of such breach;
<br />and
<br />14.3.4. Either Party may terminate this TOS, effective immediately upon written notice to the other Party,
<br />if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as
<br />they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy
<br />or otherwise becomes subject, voluntarily or involuntarily, to any procee ding under any domestic
<br />or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for
<br />the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or
<br />similar agent appointed by order of any court of competent jurisdiction to take charge of or sell
<br />any material portion of its property or business.
<br />14.4. Effect of Expiration or Termination. Upon expiration or termination of this TOS, Customer shall immediately
<br />discontinue use of the Services and Submittable IP, and Customer shall delete, destroy, or return all copies
<br />of Submittable IP and, upon Submittable’s request, certify in writing to Submittable that Submittable IP has
<br />been deleted or destroyed. Unless Customer terminates for Submittable’s m aterial breach, all Fees that
<br />would have become payable had the TOS remained in effect until expiration of the Term will become
<br />immediately due and payable, and Customer shall immediately pay such Fees, together with all previously-
<br />accrued but not yet paid Fees. For thirty (30) days following any termination of this TOS or upon Customer’s
<br />request, at no additional cost to Customer, Submittable shall allow Customer or a third -party nominated by
<br />Customer to download any Customer Data, unless applicable law requires otherwise.
<br />14.5. Survival. The sections dealing with Confidential Information, intellectual property, and any right or obligation
<br />of the Parties in this TOS which, by its express terms, nature, or context is intended to survive termination
<br />or expiration of this TOS, shall continue indefinitely and shall survive any termination or expiration of this
<br />TOS.
<br />15. Miscellaneous.
<br />15.1. Entire Agreement. This TOS, together with any other documents incorporated by reference and all related
<br />Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this
<br />TOS and supersedes all prior and contemporaneous understandings, agreements, and representations
<br />and warranties, both written and oral, with respect to such subject matter.
<br />15.2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications must be in
<br />writing and addressed to the Parties at the addresses that may be designated by the Party giving notice
<br />from time to time in accordance with this Section. All notices must be delivered by personal delivery,
<br />nationally recognized overnight courier (with all fees prepaid), facsimile, or email (with confirmation of
<br />transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid).
<br />Except as otherwise provided in this TOS, a notice is effective only: (i) upon receipt by the receiving Party;
<br />and (ii) if the Party giving the notice has complied with the requirements of this Section.
<br />15.3. Force Majeure. Except for the payment of Fees, in n o event shall either Party be liable to the other Party,
<br />or be deemed to have breached this TOS, for any failure or delay in performing its obligations under this
<br />TOS (except for any obligations to make payments), if and to the extent such failure or delay is caused by
<br />any circumstances beyond such Party’s reasonable control, including but not limited to acts of God, flood,
<br />fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or
<br />slowdowns or other industrial disturbances, pandemic, epidemic, or passage of law or any action taken by
<br />a governmental or public authority, including imposing an embargo.
<br />15.4. Waiver. No waiver by any Party of any of the provisions of this TOS will be effective unless explicitly set
<br />forth in writing and signed by the Party so waiving. No failure to exercise, or delay in exercising, any rights,
<br />remedy, power, or privilege arising from this TOS will operate or be construed as a waiver of any of the
<br />foregoing, and no single or partial exercise of any right, remedy, power, or privilege will preclude any other
<br />or further exercise of the foregoing or the exercise of any other right, remedy, power, or privilege.
<br />15.5. Severability. If any provision of this TOS is invalid, illegal, or unenforceable, such invalidity, illegality, or
<br />unenforceability will not affect any other term or provision of this TOS or invalidate or render unenforceable
<br />such term or provision in any other jurisdiction. Upon such determination that any term or other provision is
<br />invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this TOS so as to affect
<br />DocuSign Envelope ID: 367666E5-0A49-40C9-BFB5-74D495BAB8F1
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