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2025-578-E-Housing Dept-Submittable Holdings-Online Application Software Process
In Process Revised 01/24 1 [Departmental Use Only] TITLE SUBMITTABLE FY 2025/2026 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 19th day of August, 2025, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and SUBMITTABLE, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): custom configuration software package. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Revised 01/24 2 quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Revised 01/24 3 a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): SUBMITTABLE is an online application processing software that will be used to collect and store Housing applications throughout the terms of service. This system also allows for the streamlined process from application submittal to review, as well as the ability to communicate with the respective submitter(s). This software configuration allows for a more efficient process from application to review as well as the ability to communicate with submitters, landlords/property owners or managers, and utility companies, to subsequently notify recipient(s) of award. 4. Duration of Services a. Term. The term of this Agreement shall be from October 1, 2025 to September 30, 2028.. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be October 1, 2025. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Forty Four Thousand, Two Hundred Seventenn Dollars Dollars ($44,217.00). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Revised 01/24 4 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Blake Rosser, Housing Director) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Revised 01/24 5 actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Revised 01/24 6 been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Revised 01/24 7 In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention: Blake Rosser, Housing Director Submittable Holdings Inc. P.O. Box 8181 PO Box 8255 Hillsborough, NC 27278 Missoula, MT 59807 [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Revised 01/24 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Travis Myren, County Manager By: __________________________________ Todd Pittman, Chief Financial Officer (CFO) Printed Name and Title Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5 9/4/2025 Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 9/19/2025 In Process Revised 01/24 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Submittable Holdings, Inc., d/b/a SUBMITTABLE Vendor Contact Person: Brittany Jones Phone: 406.412.5131 Address: PO Box 8255/101 E. Front St., Suite 500 City Missoula State: MT Zip: 59807/59802 Department: HOUSING Amount: $44,217.00 Purpose: Online Application Software Process Budget Code(s): 10460120-630000 Vendor # 65091 Vendor Status with NCSOS: N/A Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 10/01/2025 End Date 09/30/2028 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. This agreement is approved as to technical form and content. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5 9/4/2025 Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 9/12/2025 9/15/2025 9/16/2025 9/19/2025 In Process Revised 01/24 10 Office of the Clerk to the Board __________________________________________Date:________ Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Order Form Order For:Orange County, North Carolina Housing Offer Expires On:9/30/2025 ("Customer ")Order ID:Q-47318 Contact:Blake Rosser Billing Frequency:Annual Director Payment Terms:Net 30 brosser@orangecountync.gov Bill To:Orange County, North Carolina Housing Ship To:Orange County, North Carolina Housing 131 W Margaret Lane, Suite 300 131 W Margaret Lane, Suite 300 Hillsborough, North Carolina 27278 Hillsborough, North Carolina 27278 United States United States Invoice Email:brosser@orangecountync.gov Submittable Representative: Isabella Starkweather Subscription Dates: 10/1/2025 - 9/30/2028 Subscription - Year 1 Start Date End Date Item Quantity Discount %Item Total 10/1/2025 9/30/2026 Custom Configuration Package 1 52.00 10/1/2025 9/30/2026 Additional Team Seats 20 52.00 10/1/2025 9/30/2026 Multiround Reviewing 1 52.00 10/1/2025 9/30/2026 Additional Forms 1 52.00 10/1/2025 9/30/2026 Advanced Reporting 1 52.00 10/1/2025 9/30/2026 Funds Tracking 1 52.00 10/1/2025 9/30/2026 Localization 1 52.00 10/1/2025 9/30/2026 Additional Submissions 1,500 51.67 10/1/2025 9/30/2026 Gold Support 1 52.00 10/1/2025 9/30/2026 Collaborative Drafts 1 52.00 Subscription - Year 1 Total:$14,739.00 Q-47318 SUBMITTABLE.COM 1 Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Subscription - Year 2 Start Date End Date Item Quantity Discount %Item Total 10/1/2026 9/30/2027 Custom Configuration Package 1 52.00 10/1/2026 9/30/2027 Additional Team Seats 20 52.00 10/1/2026 9/30/2027 Multiround Reviewing 1 52.00 10/1/2026 9/30/2027 Additional Forms 1 52.00 10/1/2026 9/30/2027 Advanced Reporting 1 52.00 10/1/2026 9/30/2027 Funds Tracking 1 52.00 10/1/2026 9/30/2027 Localization 1 52.00 10/1/2026 9/30/2027 Additional Submissions 1,500 51.67 10/1/2026 9/30/2027 Gold Support 1 52.00 10/1/2026 9/30/2027 Collaborative Drafts 1 52.00 Subscription - Year 2 Total:$14,739.00 Subscription - Year 3 Start Date End Date Item Quantity Discount %Item Total 10/1/2027 9/30/2028 Custom Configuration Package 1 52.00 10/1/2027 9/30/2028 Gold Support 1 52.00 10/1/2027 9/30/2028 Multiround Reviewing 1 52.00 10/1/2027 9/30/2028 Additional Forms 1 52.00 10/1/2027 9/30/2028 Advanced Reporting 1 52.00 10/1/2027 9/30/2028 Additional Team Seats 20 52.00 10/1/2027 9/30/2028 Localization 1 52.00 10/1/2027 9/30/2028 Collaborative Drafts 1 52.00 10/1/2027 9/30/2028 Additional Submissions 1,500 51.67 10/1/2027 9/30/2028 Funds Tracking 1 52.00 Subscription - Year 3 Total:$14,739.00 Order Total in USD:$44,217.00 Q-47318 SUBMITTABLE.COM 2 Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process By signing below you acknowledge that you have read, understand, and agree to be bound by the Terms of Service and this Order Form on behalf of the person or entity identified in this Order Form and that you have the authority to bind such person or entity. The Terms of Service are a legal contract that will bind you and Submittable when you sign this Order Form. Our terms are available here: https://www.submittable.com/pdfs/ submittable_customer_terms.pdf This is not an invoice - prices shown above do not include any taxes that may apply. For customers based in the United States, any applicable taxes will be determined based on the laws and regulations of the taxing authority(ies) governing the “Ship To” location provided by Customer on this Order Form. Any such applicable taxes will be added at time of invoicing. For tax exempt customers, please submit exemption certificates to accounting@submittable.com CUSTOMER Signature:\s1\ \s2\ Print Name:\n1\ \s2\ Title:\t1\ \s2\ Date:\d1\ \s2\ Q-47318 SUBMITTABLE.COM 3 Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 Housing Director Blake Rosser 9/12/2025 In Process Submittable Customer Terms of Service v1.4 Page 1 of 28 Submittable Customer Terms of Service This Submittable Customer Terms of Service (“TOS”) is by and between Submittable Holdings, Inc., a Delaware Corporation with offices located at 101 E. Front St, Suite #500, Missoula, MT 59802 (“Submittable”) and Orange County, North Carolina Housing, the person or entity who executed the Order Form (“Customer” or “You”). This TOS is effective as of the date You executed the Order Form. Submittable and Customer may be referred to collectively as the “Parties” or individually as a “Party.” 1. Acceptance of the TOS. The TOS governs Your access to and use of Submittable’s Services. Please read this TOS carefully before You start to use the Services. By using the Services or by executing the Order Form, You accept and agree to be bound and abide by this TOS . If You do not want to agree to this TOS, You must not access or use the Services. The Services are offered and available to users who are 18 years of age or older. By using the Services, You represent and warrant that You are of legal age to form a binding contract with Submittable and that You have read, understood, and agree to be bound by this TOS. If You agree to this TOS on behalf of an entity, You represent that You have the authority to bind such entity to this TOS. If You do not meet all of these requirements, You must not access or use the Services. 2. Additional Definitions. In addition to terms defined throughout this TOS, the following terms have the following meanings: “Authorized User” means Customer’s employees, consultants, contractors, and agents (a) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this TOS; and (b) for whom access to the Services has been purchased under this TOS. “Customer Data” means all information, data, and other content, in any form or medium, that is processed by Submittable on behalf of Customer under or in connection with this TOS, whether supplied by Customer, an End User, or otherwise, and all intellectual property rights in the foregoing. Customer Data includes reports generated by the Services based on previously existing Customer Data. Customer Data does not include Resultant Data or Submittable IP. “Documentation” means any documents or materials that Submittable provides to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Services or Submittable IP. “End User” means a natural person or entity utilizing the Services to submit or transfer End User Data to Customer via the Services. “End User Data” means all information, data, and other content, in any form or medium, that is submitted, transferred, transmitted, or otherwise sent, directly or indirectly from an End User by or through the Services that is processed by Submittable on behalf of Customer under or in connection with this TOS. “Order Form” means the provisions for Customer’s purchase of the Services which Customer shall execute to purchase the Services and is incorporated here by reference. “Resultant Data” means data and information related to Customer’s, an Authorized User’s or an End User’s use of the Services that are used by Submittable in an aggregate and anonymized manner and only in accordance with this TOS. “Services” means the software-as-a-service described in the Order Form. “Submittable IP” means the Services, the Documentation, and any and all intellectual property that are provided or used by Submittable or any Subcontractor or Sub -processor in connection with the Services or this TOS or otherwise comprise or relate to the Services or Submittable’s information technology infrastructure and all intellectual property rights in any of the foregoing. Submittable IP includes Resultant Data, but does not include Customer Data. “Third-Party Materials” means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Submittable. 3. Access and Use. 3.1. Provision of Access. Subject to and conditioned on Customer’s and its Authorized Users’ compliance with the terms and conditions of this TOS, Submittable hereby grants Customer a non-exclusive, non- transferable right to access and use the Services during the Term. Customer must set up a Submittable DocuSign Envelope ID: 286F9D4C-8B08-4B34-8DDB-66F34F599CC7Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Submittable Customer Terms of Service v1.4 Page 2 of 28 account by selecting access credentials for Customer and its Authorized Users. Customer and its Authorized Users shall create platform logins and provide Submittable with certain registration information, all of which must be accurate and updated as appropriate and comply with Submittable’s registration policies then in effect. The Order Form sets forth Fees for designated levels of usage, Authorized Users, number of seats, number of submissions, and the like (each a “Services Allocation”). Customer may not exceed any Services Allocation. 3.2. Documentation License. Submittable hereby grants to Customer a non-exclusive, non-sublicensable, non- transferable license to use the Documentation during the Term solely in connection with Customer’s use of the Services. 3.3. Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this TOS and the terms and conditions of the Order Form. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove a ny proprietary notices from the Services or Documentation; (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) bypass or breach any security device or protection used by the Services or access or use the Services other than by an Authorized User through the use of their own then- valid access credentials; (vii) input, upload, transmit, or otherwise provide to or through the Services any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code; or (viii) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services. 3.4. Suspension or Termination. Submittable may suspend, terminate, or otherwise deny Customer’s, any Authorized User’s, or any other person’s access to or use of all or any part of the Services without incurring any resulting obligation or liability, if: (i) Submittable receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Submittable to do so; or (ii) (1) Customer or any Authorized User has failed to comply with any term of this TOS or the Order Form, provided Submittable has provided Customer prior written notice and provided a reasonable opportunity to cure; or (2) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services (subclauses (i) or (ii) a “Services Suspension”). This Section does not limit any of Submittable’s other rights or remedies, whether at law, in equity, or under this TOS. Submittable shall resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured, if curable. 3.5. Submission Fees. Customer may not solicit credit/debit card information from End Users in any way other than utilizing Submittable’s built-in payment processing interface, including, but not limited to, the creation of custom form field entries. Customer will be charged Submittable’s expenses in processing such fees. Provided Customer is in breach of its payment obligations under this TOS, Submittable shall retain the fees received from an End User as an offset unless and until Customer becomes current on its payment obligations. 3.6. End User Entries. Customer agrees to act in good faith to uphold Customer’s policies and the promises made to End Users in connection with the Services. Where applicable, this requires that Customer act in good faith to review submissions, make awards, and refund fees where appropriate. Custo mer is solely responsible for the performance of Customer’s policies and promises to End Users. 3.7. Unethical Behavior. Customer may confidentially report unethical behavior concerning the use of the Services by contacting Submittable at: phone: (855) 467 -8264, ext. 2; email: support@submittable.com; mail: P.O. Box 8255, Missoula, Montana 59807. 3.8. Professional Services. Provided Customer has purchased additional professional services from Submittable (“Professional Services”) the terms of such services, including additional terms related to Fees and/or payment terms are set forth in a separate statement of work which is incorporated here by reference. If the Professional Services involve Submittable’s management of distributing Customer funds to recipients of such funds, Exhibit D shall be in effect, and each Party shall abide by its obligations. DocuSign Envelope ID: 286F9D4C-8B08-4B34-8DDB-66F34F599CC7Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Submittable Customer Terms of Service v1.4 Page 3 of 28 3.9. Removal of Customer Data. Submittable may remove or disable any Customer Data (i) as permitted under this TOS; (ii) as required by applicable law; (iii) thirty (30) days a fter the Term; or (iv) upon Customer’s written request. 3.10. Resultant Data. Notwithstanding anything to the contrary in this TOS, Submittable may monitor Customer’s use of the Services and collect and compile Resultant Data. Resultant Data must be used in a ma nner where such use cannot reasonably lead to the identification of any Customer, Authorized User, or End User. Submittable may use Resultant Data for statistical and performance information, optimization information, debugging, feature development, perfor mance analytics and optimization, and marketing insights or reports related to the provision and operation of the Services. 3.11. Submittable Access. Submittable has the right, but not the obligation, to monitor the Services, Customer’s, an End User’s, or Authorized User’s use of the Services, or Customer or End User Data to (i) determine compliance with this TOS, (ii) at Customer’s, an End User’s, or Authorized User’s request for technical support or otherwise, (iii) to satisfy any law or authorized government r equest; or (iv) ensure performance and security of the Services. 3.12. Changes to Services. Submittable reserves the right, in its reasonable discretion, to make any changes to the Services and Submittable IP that it deems necessary or useful to: (i) maintain or enhance: (1) the quality or delivery of Submittable’s Services to its customers; (2) the competitive strength of or market for Submittable’s Services; or (3) the Services’ cost efficiency or performance; or (ii) to comply with applicable law. 3.13. Subcontractors. Subject to the terms of the Data Protection Addendum set forth in Exhibit B (“DPA”), Submittable may from time to time in its discretion engage third -parties to perform Services (each, a “Subcontractor”). Submittable shall be responsible for the acts and omissions of any Subcontractor under this TOS. 4. Customer Responsibilities. 4.1. General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this TOS if taken by Customer will be deemed a breach of this TOS by Customer. 4.2. Customer Systems and Cooperation. Customer shall at all times during the Term: (i) set up, maintain, and operate in good repair all Customer systems on or through which the Services are accessed or used; (ii) provide Submittable personnel with reasonable cooperation and assistance to enable Submittable to provide the Services and support to Customer; and (iii) provide reasonable cooperation and assistance as Submittable may reasonably request to enable Submittable to exercise its rights and perform its obligations under and in connection with this TOS. 5. Service Levels and Support. 5.1. Service Levels. Submittable shall use commercially reasonable efforts to make the Services available in accordance with the service levels set out in Exhibit A. 5.2. Support. The Order Form sets forth the designated levels of support (“Support Services”), including the Fees payable by Customer for the levels of Support Services. Submittable shall provide the Support Services in material accordance with the Order Form. 6. Security and Privacy. 6.1. Submittable Security and Privacy Obligations. Customer, as data controller, grants to Submittable the right to process, transmit, store, use, or disclose Customer Data to the extent necessary to provide the Services to Customer and as otherwise expressly set forth in this TOS. In the performance of the Services, Submittable shall comply with the DPA. 6.2. Customer Control and Responsibility. Customer has and will retain sole responsibility for: (i) all Customer Data within its control, including its content and use; (ii) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (iii) the security and use of Customer’s and its Authorized Users’ access credentials; (iv) all acces s to and use of the Services directly or indirectly by or through the Customer systems or its Authorized Users’ access credentials; and DocuSign Envelope ID: 286F9D4C-8B08-4B34-8DDB-66F34F599CC7Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Submittable Customer Terms of Service v1.4 Page 4 of 28 (v) obtaining any applicable consents required by law from Authorized Users, End Users, or other individuals for Submittable to process Customer Data and End User Data. 6.3. Access and Security. Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (i) securely administer the distribution and use of all access credentials and protect against any unauthorized access to or use of the Services and any Professional Services; and (ii) control the content and use of Customer Data under Customer’s control. 7. Fees and Payment. 7.1. Fees. Customer shall pay Submittable the fees set forth in the Order Form (“Fees”) or as otherwise delineated or adjusted as set forth in this TOS. 7.2. Renewal Fees. The Fees applicable to each Renewal Term shall automatically increase to match Submittable’s then current list prices for similar Services, provided that in no event shall any such price adjustment exceed 15% of Submittable’s list prices for the same Services as of the effective date of this TOS (exclusive of any discount, rebate, promotion, or the like). 7.3. Taxes. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental or regulatory authority on any amounts payable by Customer under this TOS, other than any taxes imposed on Submittable’s income. 7.4. Payment. Submittable shall bill Customer by invoice. Customer shall pay all Fees on or prior to the due date(s) and on the terms set forth in the Order Form and in the applicable invoice. Customer shall make all payments in US dollars by payment method as agreed upon by the Parties. Customer shall make payments to the address or account specified in the Order Form or such other address or account as Submittable may specify in writing from time to time. Customer’s full payment per invoice is due within thirty (30) days of receipt unless otherwise specified in the Order Form or the applicable invoice. 7.5. Submission Fees. Should Customer collect fees from End Users, Submittable will collect a service fee of five percent (5%) of the total amount each End User pays plus ninety-nine cents ($0.99) for each time Customer charges an End User. Then Submittable will remit the remaining amounts paid by such End User to Customer. Submittable shall charge Customer actual expenses for remitting payment to Customer and shall be entitled to offset the fees due to Customer under this paragraph. 7.6. Late Payment. If Customer fails to make any payment under this TOS when due then, in addition to all other remedies that may be available: 7.6.1. Submittable may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; 7.6.2. Customer shall reimburse Submittable for all reasonable costs incurred by Submittable in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and 7.6.3. if such failure continues for ten (10) days following written notice, Submittable may suspend performance of the Services until all past due amounts and interest have been paid, without incurring any obligation or liability to Customer or any other person by reason of such suspension. 7.7. Payment Disputes. Customer shall notify Submittable in writing of any dispute with any payment request, along with substantiating documentation, within thirty (30) days from the date of the payment request. Customer will be deemed to have accepted all payment requests for which Submittable does not receive timely notification of disputes and shall pay all undisputed amounts due under such payment requests within the periods described in this TOS. 8. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third- party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Customer Data is the Confidential Information of Customer. Confidential Information does not include information that, at the time of disclosure is : (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third-party; or (d) independently developed by the receiving Party. The receiving DocuSign Envelope ID: 286F9D4C-8B08-4B34-8DDB-66F34F599CC7Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Submittable Customer Terms of Service v1.4 Page 5 of 28 Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations under this TOS. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (a) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (b) to establish a Party’s rights under this TOS, including to make required court filings. On the expiration or termination of the TOS, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Inf ormation, or destroy all such copies and, if requested by the disclosing Party, certify in writing to the disclosing Party that such Confidential Information has been destroyed. The parties incorporate by reference the whistleblower notice found in the Fed eral Defend Trade Secrets Act of 2016. See 18 U.S.C. § 1833(b). 9. Intellectual Property Ownership; Feedback . 9.1. Submittable IP. Customer acknowledges that, as between Customer and Submittable, Submittable owns all right, title, and interest in and to Submittable IP and, with respect to Third-Party Materials, the applicable third-party owns all right, title, and interest, including all intellectual property rights, in and to the Third-Party Materials. Submittable reserves all rights not expressly granted to Custo mer in this TOS. Except for the limited rights and licenses expressly granted under this TOS, nothing in this TOS grants, by implication, waiver, estoppel, or otherwise, to Customer or any third-party any intellectual property rights or other right, title, or interest in or to Submittable IP. 9.2. Customer Data. Submittable acknowledges that, as between Submittable and Customer, Customer owns all right, title, and interest in and to the Customer Data. Customer hereby grants to Submittable a non - exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Submittable to provide the Services to Customer. 9.3. Feedback. Customer grants to Submittable a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by Customer or Authorized Users relating to the operation of the Services. All such feedback is provided “as is” without warranty of any kind. 9.4. Marketing. Customer grants Submittable and its successors and assigns the perpetual worldwide right and license to use Customer’s business name, logo, information publicly available about Customer, Customer’s use of the Services, and affiliation with Submittable to advertise and promote Submittable and the Services in any and all media and by any and all technologies and means of delivery whether now or in the future known or devised, without further consent from Customer and without any royalty, payment, or other compensation to Customer, subject to Customer’s standard trademark guidelines Customer provides to Submittable. To opt out of the right and license granted in this paragraph, please email: license-opt- out@submittable.com. 9.5. Email Identifiers. Customer agrees that the Services may send automated emails to actual or potential End Users or Authorized Users. For example, the Services may send an automated email ackn owledging an End User submission. For every such email, Customer acknowledges and agrees that Submittable may (i) add information and graphics that identify Submittable as the sender of the email; and (ii) add information and graphics that identify Customer. A redacted example of such an email is found at Exhibit C. 10. Representations and Warranties. 10.1. Submittable Representations, Warranties, and Covenants . Submittable represents, warrants, and covenants to Customer that Submittable will perform the Services and Professional Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this TOS. During the Term of this TOS, Submittable represents and warrants to Customer that (i) the Services will comply with the material functionality described in the Documentation, this TOS, and the Order Form and that such functionality will be maintained in all material respects in subsequent upgrades to the Services; and (ii) the Professional Services will be in material conformity with all requirements or specifications stated in any applicable statement of work. Customer must promptly provide Submittable with a written notice that describes any deficiency in the Services or the DocuSign Envelope ID: 286F9D4C-8B08-4B34-8DDB-66F34F599CC7Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Submittable Customer Terms of Service v1.4 Page 6 of 28 warranties contained in this Section (including, as applicable, the service request number notifying Submittable of the deficiency in the Services). 10.2. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 10.1, TO THE MAXIMUM EXTENT PROVIDED BY LAW, ALL SERVICES AND SUBMITTABLE IP ARE PROVIDED “AS IS.” SUBMITTABLE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, SUBMITTABLE MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR SUBMITTABLE IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, OR BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS. 10.3. Customer Representations and Warranties. Customer represents, warrants, and covenants to Submittable that (i) Customer Data provided by Customer will not infringe, misappropriate, or otherwise violate any rights of any third-party, or violate any applicable law or other personal or proprietary right; and (ii) Customer owns all Customer Data or has obtained all permissions, releases, rights, or licenses required to use Customer Data to engage in Customer’s posting and other activities (and allow Submittable to perform its obligations) in connection with the Services without obtaining any further releases or consents. 10.4. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (i) it is duly organized, validly existing, and in good standing as a corporation or other entity under the l aws of the jurisdiction of its incorporation or other organization; (ii) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this TOS; (iii) the execution of this TOS by its representative whose signature is set forth at the end of this TOS has been duly authorized by all necessary corporate or organizational action of such Party; and (iv) when executed and delivered by both Parties, this TOS will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms. 11. Insurance. During the Term, each Party must, at its own cost and expense, obtain and maintain insurance, in full force and effect, sufficient to cover each Party’s potential indemnity or reimbursement obligations under this TOS. 12. Indemnification. 12.1. Submittable Indemnification. 12.1.1. Submittable shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that (i) the Services, or any use of the Services in accordance with this TOS, infringes or misappropriates such third-party’s US intellectual property rights; (ii) result from allegation of facts that, if true, would constitute Submittable’s breach of any of its representations, warranties, covenants, or obligations under this TOS; or (iii) result from negligence or more culpable act or omission (including recklessness or willful misconduct) by Submittable in connection with this TOS. 12.1.2. If an infringement claim is made or appears possible, Customer agrees to p ermit Submittable, at Submittable’s sole discretion, to (A) modify or replace the Services, or component or part of the Services, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Submittable determines that neither alternative is reasonably available, Submittable may terminate this TOS, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. 12.1.3. This Section 12.1 will not apply to the extent that the alleged claim arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Submittable or reasonably anticipated to be used in combination with the Services; (B) modifications to the Services not made by Submittable; (C) Customer Data (except for Losses accrued due to Submittable’s action or inaction related to Customer Data); or (D) Third -Party Materials. DocuSign Envelope ID: 286F9D4C-8B08-4B34-8DDB-66F34F599CC7Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Submittable Customer Terms of Service v1.4 Page 7 of 28 12.2. Customer Indemnification. To the extent allowed by applicable law, Customer shall indemnify, hold harmless, and, at Submittable’s option, defend Submittable from and against any Losses resulting from any Third-Party Claim that Customer’s use of the Customer Data infringes or misappropriates such third -party’s intellectual property rights and any Third-Party Claims based on Customer’s or any Authorized User’s (i) negligence or willful misconduct; (ii) result from allegation of facts that, if true, would constitute Customer’s breach of any of its representations, warranties, covenants, or obligations under thi s TOS; (iii) use of the Services in a manner not authorized by this TOS; (iv) use of the Services in combination with data, software, hardware, equipment or technology not provided by Submittable or reasonably anticipated to be used in combination with the Services; (v) modifications to the Services made by or on behalf of Customer; or (vi) materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Customer or any Authorized User, including Submittable’s compliance with any specifications or directions provided by or on behalf of Customer or any Authorized User, provided that Customer may not settle any Third-Party Claim against Submittable unless Submittable consents to such settlement, and further provided that Submittable will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice. 12.3. Sole Remedy. THIS SECTION 12 SETS FORTH CUSTOMER’S SOLE REMEDIES AND SUBMITTABLE’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD-PARTY. 13. Limitations of Liability. TO THE GREATEST EXTENT ALLOWED BY LAW, IN NO EVENT WILL SUBMITTABLE BE LIABLE UNDER OR IN CONNECTION WITH THIS TOS OR ITS EXHIBITS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUBMITTABLE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL SUBMITTABLE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS TOS OR ANY OF ITS EXHIBITS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO SUBMITTABLE UNDER THIS TOS IN THE ONE YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $5,000.00, WHICHEVER IS LESS. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 14. Term and Termination. 14.1. Term. The term of this TOS commences as of the effective date of this TOS and, unless terminated earlier pursuant to any of the TOS’s express provisions, will continue in effect until the date specified in the initial Order Form (the “Initial Term”). 14.2. Renewal. Unless otherwise specified in the Order Form, and unless prohibited by applicable law, upon expiration of the Initial Term, this TOS and the Order Form executed contemporaneously with this TOS (as modified by the renewal Fee, above) shall automatically renew fo r additional successive terms of the same length as the Initial Term (or one year, whichever is greater), unless either Party provides written notice of nonrenewal at least ninety days prior to the end of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”), or unless sooner terminated as provided in this TOS. If this TOS is renewed for any Renewal Term, the terms and conditions of this TOS during each such Renewal Term shall be the same as the terms and conditions in effect immediately prior to such renewal, subject to any change in the Fees during the applicable Renewal Term as set forth in the Fees Section of this TOS. If either Party provides timely notice of its intent not to renew this TOS, then, unless otherwise sooner terminated in accordance with its terms, this TOS shall terminate on the expiration of the then-current Term. 14.3. Termination. In addition to any other express termination right set forth in this TOS: 14.3.1. Submittable may terminate this TOS, effective on wr itten notice to Customer, if Customer fails to pay any Fees, and such failure continues more than twenty (20) days after Submittable’s delivery of written notice to Customer; 14.3.2. Customer may terminate this TOS at any time, effective on written notice to Submittable; DocuSign Envelope ID: 286F9D4C-8B08-4B34-8DDB-66F34F599CC7Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Submittable Customer Terms of Service v1.4 Page 8 of 28 14.3.3. Except as provided in subsection 14.3.1, either Party may terminate this TOS, effective on written notice to the other Party, if the other Party materially breaches this TOS, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; and 14.3.4. Either Party may terminate this TOS, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any procee ding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 14.4. Effect of Expiration or Termination. Upon expiration or termination of this TOS, Customer shall immediately discontinue use of the Services and Submittable IP, and Customer shall delete, destroy, or return all copies of Submittable IP and, upon Submittable’s request, certify in writing to Submittable that Submittable IP has been deleted or destroyed. Unless Customer terminates for Submittable’s m aterial breach, all Fees that would have become payable had the TOS remained in effect until expiration of the Term will become immediately due and payable, and Customer shall immediately pay such Fees, together with all previously- accrued but not yet paid Fees. For thirty (30) days following any termination of this TOS or upon Customer’s request, at no additional cost to Customer, Submittable shall allow Customer or a third -party nominated by Customer to download any Customer Data, unless applicable law requires otherwise. 14.5. Survival. The sections dealing with Confidential Information, intellectual property, and any right or obligation of the Parties in this TOS which, by its express terms, nature, or context is intended to survive termination or expiration of this TOS, shall continue indefinitely and shall survive any termination or expiration of this TOS. 15. Miscellaneous. 15.1. Entire Agreement. This TOS, together with any other documents incorporated by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this TOS and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. 15.2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications must be in writing and addressed to the Parties at the addresses that may be designated by the Party giving notice from time to time in accordance with this Section. All notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), facsimile, or email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this TOS, a notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the notice has complied with the requirements of this Section. 15.3. Force Majeure. Except for the payment of Fees, in n o event shall either Party be liable to the other Party, or be deemed to have breached this TOS, for any failure or delay in performing its obligations under this TOS (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, pandemic, epidemic, or passage of law or any action taken by a governmental or public authority, including imposing an embargo. 15.4. Waiver. No waiver by any Party of any of the provisions of this TOS will be effective unless explicitly set forth in writing and signed by the Party so waiving. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this TOS will operate or be construed as a waiver of any of the foregoing, and no single or partial exercise of any right, remedy, power, or privilege will preclude any other or further exercise of the foregoing or the exercise of any other right, remedy, power, or privilege. 15.5. Severability. If any provision of this TOS is invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability will not affect any other term or provision of this TOS or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this TOS so as to affect DocuSign Envelope ID: 286F9D4C-8B08-4B34-8DDB-66F34F599CC7Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Submittable Customer Terms of Service v1.4 Page 9 of 28 their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 15.6. Governing Law; Submission to Jurisdiction. This TOS is governed by and construed in accordance with the internal laws of the State of Montana without giving effect to any choice or conflict of law p rovision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Montana. Any legal suit, action, or proceeding arising out of or related to this TOS or the licenses granted under this TOS will be instituted exclusively in the federal courts of the United States or the courts of the State of Montana in each case located in the city of Missoula and County of Missoula, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. 15.7. Assignment. Submittable may assign this TOS without written consent of Customer provided the assignment is pursuant to a merger, consolidation, reorganization, asset or stock sale provided the assignee remains fully liable under the terms of the TOS. Otherwise, neither Party may assign this TOS without the prior written consent of the other. No assignment, delegation, or transfer will relieve Customer of any of its obligations or performance under this TOS. Any purported assignment, delegation, or transfer in violation of this Section is void. This TOS is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns. 15.8. Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US. 15.9. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Sections related to Confidential Information, intellectual property, or, in the case of Customer, Sections related to Use Restrictions or Customer Control and Responsibility, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Part y will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise. 15.10. Attorneys’ Fees. To the extent allowed by applicable law, in the event that any action is instituted or commenced by either Party against the other Party arising out of or related to this TOS, the substantially prevailing Party is entitled to recover its reasonable attorneys’ fees and court costs from the non -prevailing Party. 15.11. Counterparts. This TOS may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this TOS delivered by facsimile, email or other means of electronic transmission, as well as photocopies of such facsimile transmission or email correspondence (e.g., DocuSign) shall be deemed to have the same legal effect as delivery of an original signed copy of this TOS. DocuSign Envelope ID: 286F9D4C-8B08-4B34-8DDB-66F34F599CC7Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Submittable Customer Terms of Service v1.4 Page 10 of 28 EXHIBIT A SERVICE LEVEL AGREEMENT This Service Level Agreement (“SLA”) forms part of the TOS. Capitalized terms not otherwise defined shall have the meaning given to them in the TOS. Except as modified below, the terms of the TOS shall remain in full force and effect. 1. Additional Definitions. “Error” means a singular failure of the Services to perform in substantial conformity with the Documentation. “Incident” means a support request that begins when Customer contacts Submittable to report an Error and ends when Submittable Resolves the Error. “Resolve” means the provision of: (a) services that, in Submittable’s reasonable discretion, corrects the Error; (b) information to Customer that corrects the Error; or (c) information to Customer on how to obtain a solution that corrects the Error. “Response Time” means the time period for Submittable to acknowledge the submission of an Incident. Such period will commence on submission of the Incident and conclude upon first response by Submittable. “Severity Level 1” means any Error causing the Services not to operate and has a critical impact on Customer's business operations. “Severity Level 2” means any Error causing a lack of Services functionality and materially degrades significant aspects of Customer's business operations. “Severity Level 3” means any Error that impairs the performance of the Services but does not substantially affect Customer's business operations. “Severity Level 4” means any Error that does not qualify as Severity Level 1, 2, or 3. “Target Resolution Time” means the target time period for Submittable to Resolve the Error or provide a workaround or other temporary fix. Such period shall commence on the submission of the Incident, and shall conclude when the Error is Resolved, and shall not include any time lapsed as a result of w aiting for Customer’s input or responses to Submittable’s requests regarding the Error. 2. Incident Response Time. During the Term of the TOS, Submittable shall use best efforts to respond to and Resolve any Incidents in accordance with the following timefram es: PRIORITY LEVEL RESPONSE TIME TARGET UPDATE INTERVAL TARGET RESOLUTION TIME Severity Level 1 One (1) hour Two (2) hours Twenty-four (24) hours Severity Level 2 Two (2) hours Four (4) hours Forty-eight (48) hours Severity Level 3 Four (4) hours Three (3) days Seven (7) days Severity Level 4 Twenty-four (24) hours Seven (7) days Next maintenance release 3. Computation of Time. For Severity Level 1 and 2, hours and days shall be determined on a 24 x 7 x 365 basis. For all other requests, hours and days shall be determined on a 24 x 5 basis, excluding holidays observed by Submittable. 4. Workaround. If Submittable Resolves an Error by providing a workaround or other temporary fix, Submittable will use commercially reasonable efforts to determine a permanent resolution to the Error described in the Incident. 5. Scheduled Downtime. Submittable will provide at least eight (8) hours of notice before implementing any scheduled downtime when Services will not be available. 6. Uptime Percentage. Submittable shall use commercially reasonable efforts to ensure the uptime percentage of the Services will be at or greater than ninety-nine percent (99%). DocuSign Envelope ID: 286F9D4C-8B08-4B34-8DDB-66F34F599CC7Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Submittable Customer Terms of Service v1.4 Page 11 of 28 7. Exceptions. Submittable has no obligation to Resolve Errors to the extent such Errors arise out of or result from any of the following: (1) any operation or use of, or other activity relating to, the Services by Customer other than as specified in the Documentation, including any incorporation in the Services of, or combination, operation or use of the Services in or with, any technology (including any software, hardware, firmware, system, or network) or service not specified for Customer’s use in the Documentation, unless otherwise expressly permitted in writing by Submittable; (3) any delay or failure of performance caused in whole or in part by any delay or failure to perform any of Customer’s obligations under the TOS or this SLA; (4) Customer’s operation of, or access to, Customer or a third-party’s system or network; or (5) any Force Majeure event. 8. Customer Obligations. Customer shall promptly notify Submittable of any Error and provide Submittable with reasonable detail of the nature and circumstanc es of the Error. Customer shall provide Submittable with all information reasonably requested by Submittable from time to time relating to Customer’s use of the Services, including information on Customer’s hardware, network, and systems. DocuSign Envelope ID: 286F9D4C-8B08-4B34-8DDB-66F34F599CC7Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Submittable Customer Terms of Service v1.4 Page 12 of 28 EXHIBIT B DAT A PROCESSING ADDENDUM This Data Processing Addendum (the “DPA”) sets out the additional terms, requirements, and conditions for which Submittable will obtain, handle, process, disclose, transfer, or store Personal Information when providing Services under the TOS to the extent required by Privacy and Data Protection Requirements. Capitalized terms not otherwise defined shall have the meaning given to them in the TOS. Terms not otherwise defined shall have the meanings set forth in the applicable Privacy and Data Protection Requirements. Except as modified below, the terms of the TOS shall remain in full force and effect. The Parties agree to the terms and conditions of this DPA only to the extent required by Privacy and Data Protection Requirements. 1. Additional Definitions. “Affiliate” means any other individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with either Customer or Submittable as the case may be. “Authorized Affiliate” means any of Customer’s Affiliate(s) which (a) is subject to the Privacy and Data Protection Requirements, and (b) is permitted to use the Services pursuant to the TOS, but has not signed its own Order Form and is not a “Customer” as defined under the TOS. “Business” has the same meaning given to the term in the CCPA. “Business Purpose” means the Services described in the TOS. “Controller” has the same meaning given to the term in the GDPR. “Data Subject” means an individual who is the subject of Personal Information. “Personal Information” means any information Submittable Processes on behalf of Cus tomer under or in connection with the TOS that identifies or relates to an individual who can be identified directly or indirectly from that data alone or in combination with other information in Submittable’s possession or control. “Privacy and Data Protection Requirements” means, only to the extent applicable, the Gramm -Leach-Bliley Act (“GLBA”); the EU Data Protection Directive 95/46/EC (the “Directive”), EU General Data Protection Regulation 2016/679 (“GDPR”), the implementing acts of the foregoing by the Member States of the European Union; the UK Data Protection Act of 2018 and the UK General Data Protection Regulation; the Family Educational Rights and Privacy Act, 20 USC 1232g and its implementing regulations (“FERPA”); the Health Insurance Portability and Accountability Act, 45 CFR Part 160.103 and its implementing regulations (“HIPAA”); the Payment Card Industry Data Security Standards (“PCI-DSS”); and the California Consumer Privacy Act of 2018 and its implementing regulations (“CCPA”). “Processing, Processes, or Process” means any activity performed on Personal Information including collecting, obtaining, recording, or holding the data, or carrying out any operation or set of operations on the data. “Processor” has the same meaning given to the term in the GDPR. “Security Breach” means a breach of security leading to the accidental or unlawful destruction, loss of, alteration, or unauthorized access, disclosure, or acquisition of Personal Information transmitted, stored, or otherwise Processed. “Service Provider” has the same meaning given to the term in the CCPA. “Standard Contractual Clauses” means the clauses annexed to the EU Commission Implementing Decision 2021/914 of June 4, 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (OJ L 199, 7.6.2021, p. 31 - 61), as amended from time to time. “Sub-processor” means any third-party engaged by Submittable, or by a Submittable Sub-processor to Process Personal Information under the Services. “Supervisory Authority” means an independent public authority which is established by an EU Member State pursuant to the GDPR. DocuSign Envelope ID: 286F9D4C-8B08-4B34-8DDB-66F34F599CC7Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Submittable Customer Terms of Service v1.4 Page 13 of 28 “UK Standard Contractual Clauses” means the addendum to the Standard Contractual Clauses issued b y the UK Information Commissioner under Section 119A(1) of the UK Data Protection Act 2018 (version B1.0, in force March 21, 2022). 2. Conflicts. In the case of conflict or ambiguity between the terms of this DPA and the provisions of the TOS, the provisions of this DPA will prevail. 3. Personal Information Types; Processing Purposes; General Obligations. 3.1. Submittable shall comply with all Privacy and Data Protection Requirements applicable to Submittable’s provision of the Services, including as a Processor under the GDPR and Service Provider under the CCPA. 3.2. Customer shall comply with all Privacy and Data Protection Requirements applicable to Customer’s use of the Services, Customer’s transfer of Personal Information to Submittable, and for the Processing instructions it gives to Submittable. As the Business and Controller of Personal Information, Customer shall have sole responsibility for the accuracy, quality, and legality of such instructions pertaining to Personal Information collected and stored in regards to all End Users and the means by which Customer acquires Personal Information, including any applicable requirement to provide notice to Data Subjects of the use of Submittable as a Processor. 3.3. Appendix 1 describes the general categories, subject-matter, duration, nature, purpose, type, and categories of Processing, the types of Personal Information involved in the Processing, and the Data Subject types Submittable may use or Process to fulfill the Business Purpose. 4. Submittable’s Obligations. 4.1. Submittable will only Process the Personal Information to the extent, and in such a manner, as is necessary: 4.1.1. for the Business Purpose and in accordance with Customer’s reasonable and lawful written instructions, where such instructions are consistent with the terms of the TOS and this DPA; 4.1.2. to respond to a Data Subject Request when exercising his or her rights under the GDPR, CCPA, or other Privacy and Data Protection Requirements that grant similar rights as permitted by this DPA; 4.1.3. to comply with applicable law; or 4.1.4. as authorized in writing or appropriate electronic consent by Customer or the Data Subject. 4.2. Submittable will reasonably assist Customer with meeting Customer’s compliance obligations under the Privacy and Data Protection Requirements, taking into account the nature and scope of the Processing and the Personal Information available to Submittable. 5. Submittable’s Employees. Submittable will limit Personal Information access to personnel who require Personal Information access to meet Submittable’s obligations under this DPA and the TOS. Submittable will ensure that all employees: (1) are informed of the Personal Information’s confidential nature and use restrictions; and (2) are subject to a contractual or statutory obligation of confidentiality. 6. Sub-processors. 6.1. Submittable may only use a Sub-processor to Process Personal Information if: 6.1.1. Submittable or a Submittable Affiliate has entered into a written agreement with each Sub- processor containing data protection obligations not less protective than those in this DP A with respect to the protection of Personal Information to the extent applicable to the nature of the services provided by such Sub-processor; and 6.1.2. Submittable remains liable for breaches of this DPA caused by its Sub-processor’s acts and omissions. 6.2. Customer grants Submittable the general written authorization to engage all the Sub -processors found at https://submittable.com/subprocessors. Customer agrees and acknowledges Submittable’s current Sub- processors are authorized to Process Personal Information as set forth in this DPA. Submittable shall update the list of Sub-processors with the identities of those Sub-processors and their country of location on its website at: https://www.submittable.com/subprocessors (“Updated Sub-processor List”). DocuSign Envelope ID: 286F9D4C-8B08-4B34-8DDB-66F34F599CC7Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Submittable Customer Terms of Service v1.4 Page 14 of 28 6.3. Customer may object to Submittable’s use of a new Sub-processor by notifying Submittable in writing within ten (10) business days after such Sub-processor is added to the Updated Sub-processor List, provided Customer’s objection is based on a commercially reasonable and objective belief that such Sub-processor is not qualified to Process Personal Information. In the event Customer objects to a new Sub -processor, Submittable will notify Customer within sixty (60) days if another Sub-processor is available for performing the objected to Sub-processors’ duties. In the interim, provided Customer refuses to allow such new objected to Sub-processor to Process Personal Information, or if Submittable is unable to make available another Sub-processor, either Party may terminate the applicable Order Form in part or entirely by providing written notice to the other Party. 7. Authorized Affiliates. 7.1. All access to and use of the Services by Authorized Affiliates must comply with the TOS and this DPA, and any violation of the TOS or this DPA by an Authorized Affiliate shall be deemed a violation by Customer. 7.2. Where an Authorized Affiliate becomes subject to this DPA with Submittable, it shall, to the extent required under applicable Privacy and Data Protection Requirements, be entitled to ex ercise the rights and seek remedies under this DPA, subject to the following: 7.2.1. except where applicable Privacy and Data Protection Requirements require the Authorized Affiliate to exercise a right or seek any remedy under this DPA against Submittable direct ly by itself, the Parties agree that (i) Customer shall exercise any such right or seek any such remedy on behalf of the Authorized Affiliate; and (ii) Customer shall exercise any such rights under this DPA not separately for each Authorized Affiliate individually but in a combined manner for all of its Authorized Affiliates together; and 7.2.2. Customer shall, when carrying out any audit of the procedures relevant to the protection of Personal Information, take all reasonable measures to limit any impact on Submittable and its Sub-Processors by combining, to the extent reasonably possible, several audit requests carried out on behalf of different Authorized Affiliates into one single audit. 8. Security. 8.1. Submittable shall implement appropriate administrative, physical and technical safeguards and measures designed to safeguard Personal Information against unauthorized or unlawful Processing, access, disclosure, loss, misuse, copying, modification, storage, reproduction, display, or distribution, and against accidental loss, disclosure, misuse, destruction, or damage including, but not limited to, the security measures set out in Appendix 2. Submittable must document those measures in writing and periodically review them, at least annually, to ensure they remain current and complete. 8.2. All electronic transmission of Personal Information by a Party shall be performed in a secure and encrypted manner. All data transmissions between the Parties shall include detailed audit logs of all Personal Information transfer events. 9. Security Breaches and Personal Information Loss. 9.1. Submittable will promptly notify Customer if it becomes aware of a Security Breach. 9.2. Immediately following any Security Breach, the Parties will coordinate with each other to investigate the matter. Submittable will reasonably cooperate with Customer in Customer’s handling of the matter, including: 9.2.1. taking such appropriate actions as may be necessary to preserve forensic evidence and to limit, stop, or otherwise remedy the Security Breach; 9.2.2. assisting with the investigation; and 9.2.3. making available relevant information, records, data reporting, and other materials required to comply with Privacy and Data Protection Requirements. All information provided to Customer under this Section may be redacted or compiled in a new format as reasonably necessary to minimize any risk to, or compromise of, Submittable’s security or the confidentiality of any third - party confidential information, provided that such removal or compilation in a new format does not prevent Customer from understanding the substance of the materials. DocuSign Envelope ID: 286F9D4C-8B08-4B34-8DDB-66F34F599CC7Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Submittable Customer Terms of Service v1.4 Page 15 of 28 9.3. Unless applicable law requires otherwise, or any notice which Submittable deems necessary or appropriate and which does not include any reference to Customer, Submittable agrees that Customer has the sole right to determine: (1) whether to provide notice of the Security Breach to any Data Subjects, regulators, Supervisory Authority, law enforcement agencies, or others, as required by applicable law or in Customer’s discretion, including the contents and delivery method of the notice; and (2) whether to offer any type of remedy to affected Data Subjects, including the nature and extent of such remedy. 9.4. Subject to any limitations in the TOS, Submittable will cover all reasonable expenses associated with the performance of the obligations under Section 9.2 and Section 9.3, unless the matter arose from (a) Customer’s specific instructions; (b) any negligenc e, willful default, or breach of this DPA or the TOS by Customer, or any employee, agent, contractor, representative, or Authorized Affiliate of Customer; (c) any breach or unauthorized access of the system, server(s), network(s), website(s), information, data, or records of Customer which were not in the possession or control of Submittable or its Sub -processors; or (d) any Security Breach which originated with, was caused by, or resulted from any Customer owned and operated server, website, system, software, or network, which were not the result of any actions or inactions of Submittable or its Sub-processors, which in any of the foregoing cases Customer will cover all reasonable expenses. 9.5. In the event of a Security Breach, each Party shall use reasonable efforts in good faith to mitigate any reputational and brand damage to the other affected Party. 10. Cross-Border Transfers of Personal Information. 10.1. For purposes of the GDPR, the Parties acknowledge and agree that with regard to the Processing of Personal Information, Customer is the Controller and Submittable is a Processor. 10.2. If the Privacy and Data Protection Requirements restrict cross -border Personal Information transfers, Customer will only transfer or cause to be transferred that Personal Information to Submittable under the following conditions: 10.2.1. Submittable, either through its location or participation in a valid cross -border transfer mechanism under the Privacy and Data Protection Requirements, may legally receive that Personal Information; 10.2.2. Customer obtained valid Data Subject consent to the transfer under the Privacy and Data Protection Requirements; or 10.2.3. the transfer otherwise complies with the Privacy and Data Protection Requirements. 10.3. Transfers out of the EEA or Switzerland. By signing this DPA, the Parties conclude Module 2 (controller-to- processor) of the Standard Contractual Clauses for personal data that is transferred outside of the EEA or Switzerland, which are hereby incorporated into this DPA and completed as follows: the “data exporter” is Customer; the “data importer” is Submittable; the optional docking clause in Clause 7 is implemented; Clause 9(a) Option 1 is struck and Option 2 is kept; in Clause 11 the optional language is struck; in Clause 17 and 18, the Governing law and the competent cour ts are those of the data exporter; Annex 1, 2, and 3 to Module 2 of the Standard Contractual Clauses are Appendix 1 to this DPA. 10.4. Transfers out of the United Kingdom. By signing this DPA, the Parties conclude the UK Standard Contractual Clauses for Personal Data that is transferred outside of the United Kingdom, which are hereby incorporated into this DPA and completed as follows: the “data exporter” is Customer; the “data importer” is Submittable; the governing law in Clause 9 and Clause 11.3 of the UK Stan dard Contractual Clauses is the law of England and Wales; Appendix 1 to this DPA contain the information for Appendix 1 to the UK Standard Contractual Clauses, respectively; and the optional indemnification clause is struck. In addition, the following changes apply: (i) references to Data Protection Law are replaced with references to applicable UK data protection law, (ii) references to the EU or Member States are replaced with references to the United Kingdom, (iii) references to EU authorities are replac ed with references to the competent UK authorities. 10.5. Subject to the terms of this DPA, Submittable makes available the transfer mechanisms listed on Appendix 1 to any transfers of Personal Information under this DPA from the European Union, the European Economic Area and/or their member states, Switzerland and the United Kingdom to countries or territories which do not ensure an adequate level of data protection within the meaning of Privacy and Data Protection Requirements of the foregoing territories, to the extent such transfers are subject to such Privacy and Data Protection Requirements. DocuSign Envelope ID: 286F9D4C-8B08-4B34-8DDB-66F34F599CC7Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Submittable Customer Terms of Service v1.4 Page 16 of 28 10.6. The Standard Contractual Clauses and the additional terms specified in this Section apply to (a) the legal entity that has executed the Standard Contractual Clauses as a data exporter; and (b) all Affiliates of Customer established within the European Economic Area, Switzerland, and the United Kingdom, which have signed Order Form(s) for the Services. For the purpose of the Standard Contractual Clauses and this Section, the aforementioned entities shall be deemed “data exporters”. 10.7. This DPA and the TOS are Customer’s instructions at the time of signature of the TOS to Submittable for the Processing of Personal Information. 10.8. The Parties agree that any copies of the Sub-processor agreements that must be sent by Submittable to Customer may have all commercial information, or clauses unrelated to the Standard Contractual Clauses or their equivalent, removed by Submittable beforehand; and, that such copies will be provided by Submittable only upon reasonable request by Customer where such request is based on legitimate business reasons. 11. Complaints, Data Subject Requests, and Third Party Rights. 11.1. Submittable shall, to the extent legally permitted, promptly notify Customer if it recei ves any complaint, notice, or communication that directly or indirectly relates to the Personal Information Processing or to either Party’s compliance with the Privacy and Data Protection Requirements. 11.2. Submittable shall, to the extent legally permitted, promptly notify Customer if Submittable receives a request from a Data Subject to exercise one or more of its rights under the Privacy and Data Protection Requirements for which Submittable is a Processor (“Data Subject Request”). Customer is fully responsible for responding to Data Subject Requests. Taking into account the nature of the Processing, Submittable shall assist Customer by providing measures, insofar as is possible, for the fulfillment of Customer’s obligation to respond to a Data Subject Request under Privacy and Data Protection Requirements. In addition, to the extent Customer, in its use of the Services, directs Submittable to respond to a Data Subject Request, Submittable shall, upon Customer’s request, provide commercially reasonable efforts to assist Customer in doing so, to the extent Submittable is legally permitted to do so and the response to such Data Subject Request is required under Privacy and Data Protection Requirements. If Submittable will incur costs beyond those associated with routine business or technical processes, Customer agrees to pay such costs. 11.3. Submittable shall not disclose Personal Information to any Data Subject or to a third-party unless the disclosure is either at Customer’s request or instruction, permitted by this D PA or is otherwise required by law. 11.4. If a law requires Submittable to Process or disclose Personal Information, Submittable must first inform Customer of the legal requirement and give Customer an opportunity to object or challenge the requirement, unless the law prohibits such notice. 12. Records. 12.1. Submittable will keep accurate records regarding any Processing of Personal Information, including but not limited to, the access, control, and security of the Personal Information, approved Sub -processors, the Processing purposes, and any other records required by the applicable Privacy and Data Protection Requirements (the “Records”). 12.2. Submittable shall annually cause a reputable independent third-party audit firm to conduct SOC 2 audits of Submittable (“Submittable Audit Report”). The Submittable Audit Report will address the control procedures used by Submittable at the Services locations. Upon Customer’s advance written request, and no more frequently than once per 12-month period, Submittable will provide Customer with access, on a confidential need-to-know basis, a redacted version of the Submittable Audit Report so that Customer can reasonably verify Submittable’s compliance with its security obligations under the TOS or this DPA. Submittable will make good faith, commercially reasonable efforts to promptly remediate: (1) any errors identified in a Submittable Audit Report that could reasonably be expected to have an adverse impact on Customer’s use of the Services as set forth in the TOS; and (2) material deficien cies identified in a Submittable Audit Report. During the Term, unless a Security Breach has occurred, Customer agrees that the Submittable Audit Report report shall constitute sufficient assurance regarding the adequacy of Submittable's data security and data privacy controls. 12.3. The Parties agree that the audits described in the Standard Contractual Clauses and the UK Standard Contractual Clauses shall be carried out in accordance with the following specifications: DocuSign Envelope ID: 286F9D4C-8B08-4B34-8DDB-66F34F599CC7Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Submittable Customer Terms of Service v1.4 Page 17 of 28 12.3.1. upon Customer’s reasonable request, and subject to the confidentiality obligations set forth in the TOS, Submittable shall make available to Customer (or Customer’s independent, third-party auditor that is not a competitor of Submittable and that has signed nondisclosure agreement reasonably acceptable to Submittable) information regarding Submittable’s compliance with the obligations set forth in this DPA; 12.3.2. following any notice by Submittable to Customer of a Security Breach or unauthorized disclosure of Personal Information, upon Customer’s reasonable belief that Submittable is in breach of its obligations in respect of protection of Personal Information under this DPA, or if such audit is required by Customer’s Supervisory Authority, Customer may contact S ubmittable in accordance with the “Notice” Section of this DPA to request an audit at Submittable’s premises of the procedures relevant to the protection of Personal Information; 12.3.3. any such request shall occur no more than once annually, unless the audit is required by applicable law or a Supervisory Authority; 12.3.4. each Party shall bear its own audit costs and expenses; 12.3.5. before the commencement of any such on-site audit, Customer and Submittable shall mutually agree upon the scope, timing, and duration of the audi t; and 12.3.6. Customer shall promptly notify Submittable with information regarding any non-compliance discovered during the course of an audit. 13. Scope Modifications. In the event a Party’s compliance with Privacy and Data Protection Requirements requires the imposition of different or additional contractual obligations under this DPA, both Parties shall in good faith seek to amend this DPA in order to address the requirements under Privacy and Data Protection Requirements. In the event the Parties fail to reach an agreement on an amendment to this DPA, Submittable may unilaterally amend this DPA to conform to the minimum additional requirements imposed by any Privacy and Data Protection Requirement without notice to Customer and without Customer’s consent. 14. Term and Termination. 14.1. This DPA will remain in full force and effect so long as: (1) the TOS remains in effect; or (2) Submittable retains any Personal Information related to the TOS in its possession or control (the “DPA Term”). 14.2. Any provision of this DPA that expressly or by implication should come into or continue in force on or after the termination of the TOS or this DPA in order to protect Personal Information will remain in full force and effect. 15. Data Return and Destruction. 15.1. During the TOS Term and for thirty (30) days after, at Customer’s request, and as applicable law allows, Submittable shall allow Customer to download from the Services all or part of Customer’s Personal Information in its possession or control. 15.2. Subject to the preceding paragraph, on termination of the TOS for any reason or expiration of its Term, Submittable will destroy or, if directed in writing by Customer, return and not retain, all or any Personal Information related to the TOS in its possession or control, except for one (1) copy that it may retain offline in backup storage for only the period of time required by tax, audit, compliance, or other legally mandated functions, and for which Submittable has obtained an appropriate electronic consent by the End User who owns the Personal Information allowing Submittable to retain such Personal Information. 15.3. If any law, regulation, or government or regulatory body requires Submittable to retain any documents or materials that Submittable would otherwise be required to return or destroy, it w ill notify Customer in writing of that retention requirement, giving details of the documents or materials that it must retain, the legal basis for retention, and establishing a specific timeline for destruction once the retention requirement ends. Submittable may only use this retained Personal Information for the required retention reason or audit purposes. 15.4. On written request, Submittable will certify in writing that it has logically destroyed the Personal Information within thirty (30) after it completes its destruction obligations under this DPA. DocuSign Envelope ID: 286F9D4C-8B08-4B34-8DDB-66F34F599CC7Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Submittable Customer Terms of Service v1.4 Page 18 of 28 Appendix 1 Personal Information Processing Purposes and Details 1. LIST OF PARTIES 1.1. Data exporter: ■ Name: As set forth in the Order Form, or as otherwise specified by Customer to Submittable in writing ■ Address: As set forth in the Order Form, or as otherwise specified by Customer to Submittable in writing ■ Contact person’s name, position and contact details: As set forth in the Order Form, or as otherwise specified by Customer to Submittable in writing ■ Activities relevant to the data transferred: to provide the Services pursuant to the TOS ■ Signature and date: [Complete] ■ Role (Controller/Processor): Controller 1.2. Data importer: ■ Name: Submittable Holdings, Inc. ■ Address: 101 E. Front St, Suite #500, Missoula, MT 59802 ■ Joe Silver, CFO: +1 (406) 578-1071; privacy@submittable.com ■ Activities relevant to the data transferred: to provide the Services pursuant to the TOS ■ Signature and date: [Complete] ■ Role (Controller/Processor): Processor 2. DESCRIPTION OF TRANSFER 2.1. Categories of Data Subjects whose Personal Data is transferred: Customer, Customer’s Authorized Affiliates, Customer’s Authorized Users, and End Users 2.2. Categories of Personal Data transferred: ■ First and last name ■ Contact information (email, phone, physical address) ■ ID data, including, but not limited to, data imported by the End User or Authorized User which may include first name, last name, email address, and the data importer’s chosen password ■ Professional life data, including, but not limited to, data imported by End User or Authorized User which may include information provided by the End User or Authorized User in response to Customers’ call for submissions through Submittable’s platform ■ Personal life data, including, but not limited to, data imported by End User or Authorized User which may include information provided by the End User or Authorized User in response to Customer’s call for submissions through Submittable’s platform ■ Connection data including IP addresses associated with logins ■ Personal Information which may reveal racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, and the Processing of data concerning health or sex life ■ Metadata about data submitted ■ Additionally, an End User or Authorized User may submit special categories of data to the Services, the extent of which is determined and controlled by the data importer in its sole discretion ■ Any other data as directed by Customer 2.3. Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialized training), keeping a record DocuSign Envelope ID: 286F9D4C-8B08-4B34-8DDB-66F34F599CC7Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Submittable Customer Terms of Service v1.4 Page 19 of 28 of access to the data, restrictions for onward transfers or additional security measures: [Complete if applicable] 2.4. The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis): Continuous 2.5. Nature of the Processing: The subject matter of the data processing, including the processing operations carried out by Submittable on behalf of Customer and Customer’s data processing instructions for Submittable, will be described in the TOS and each Order Form. 2.6. Purpose(s) of the data transfer and further Processing: to provide the Services pursuant to the TOS 2.7. The period for which the Personal Data will be retained, or, if that is not possible, the criteria us ed to determine that period: Duration of Customer’s engagement of Submittable and until all Personal Information is deleted or returned to Customer 2.8. For transfers to Sub-processors, the subject matter, nature and duration of the Processing: to provide the Services pursuant to the TOS 3. COMPETENT SUPERVISORY AUTHORITY 3.1. As determined by Customer DocuSign Envelope ID: 286F9D4C-8B08-4B34-8DDB-66F34F599CC7Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Submittable Customer Terms of Service v1.4 Page 20 of 28 Appendix 2 Security Measures 1. ORGANIZATIONAL MEASURES. 1.1. Submittable has appointed one or more security officers responsible for coordinating and monitoring the security rules and procedures. 1.2. Submittable personnel with access to Personal Information are subject to confidentiality obligations. 1.3. Submittable has performed a risk assessment before Processing Personal Information. 1.4. Submittable has implemented and will maintain an information security program that establishes roles and responsibilities for information security, and supports the confidentiality, integr ity, and availability of information systems operated by Submittable and its Subcontractors. 1.5. Submittable has implemented and will maintain information security policies that define requirements for acceptable use, access control, application, and system development, passwords, remote access, information classification, operational security, workstation security, network security, media handling and disposal, mobile computing, and physical security. 1.6. Submittable has implemented and will maintain a governance framework with supporting risk management policies that enables risk identification, analysis, and mitigation. 1.7. Submittable conducts data security training upon hiring and annually for all employees. 2. PHYSICAL ACCESS CONTROLS 2.1. Entries for secure areas are controlled by security personnel, identification badges, and/or electronic key cards. 2.2. All physical access is logged. 2.3. Physical access logs are reviewed quarterly for unusual activity. 3. SYSTEM ACCESS CONTROLS. 3.1. System access is based on the principle of least privilege, i.e., Submittable restricts access to Personal Information to only those individuals who require such access to perform their job function. 3.2. System access is revoked immediately upon employment termination or other change resulting in an individual no longer needing such access. 3.3. Management conducts quarterly review of accounts, system access, and permission levels. 4. DATA ACCESS CONTROLS 4.1. Data access is based on the principle of least privilege, i.e., Submittable restricts access to Personal Information to only those individuals who require such access to perform their job function. 4.2. Data access, including access to Personal Information, is revoked immediately upon employment termination or other change resulting in an individual no longer needing such access. 4.3. Management reviews access to Personal Information, on a monthly basis. 4.4. Submittable uses industry standard practices to identify and authenticate users who attempt to access information systems. 4.5. Submittable employees may not store Personal Information on a personally owned device. 4.6. Submittable classifies Personal Information to allow for appropriate access restrictions. 4.7. Submittable has implemented an anti-virus solution that shall be kept up to date to protect against viruses and other malicious code. 4.8. Submittable maintains a policy for recording Security Breaches where such records include a description of the breach, the time period, the consequences of the breach, the name of the reporter, and to whom the breach was reported, and the procedure for recovering data. 5. TRANSMISSION CONTROLS DocuSign Envelope ID: 286F9D4C-8B08-4B34-8DDB-66F34F599CC7Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Submittable Customer Terms of Service v1.4 Page 21 of 28 5.1. All databases can only be accessed by Submittable’s private subnet. 5.2. Customers and End Users access Submittable accounts over HTTPS. 6. DATA BACKUPS 6.1. All production databases are housed in Amazon Web Services RDS (Relational Database Services) and Azure Database. 6.2. Automated daily backups are enabled on all database instances. 6.3. Encryption is enabled on all databases. 6.4. Retention time for database backups is set to the maximum allowable. 6.5. Only database administrators have access to initiate backups or restores. 6.6. Only database administrators may modify backup or restoration configurations. 6.7. Submittable retains its security documents pursuant to its retention requirements after they are no longer in effect. 7. DATA SEGREGATION 7.1. All data is stored in a multi-tenant relational database with logical separations. 7.2. Tenant data is separated using foreign keys and application logic. 8. ADDITIONAL GENERAL SAFEGUARDS 8.1. Submittable does not store any Personal Information on removable devices or removable media. 8.2. All Personal Information is encrypted while being transmitted between networks (including e-mail), whether public or private. 8.3. All backups of Personal Information is encrypted. 8.4. Software firewalls are installed on all laptops and other devices containing Personal Information if connected to public networks or unsecure private networks. 8.5. Background checks are performed on all newly hired personnel and Subcontractors with access to Personal Information. 8.6. Prior to loading any Personal Information onto any application that is Internet facing, application vulnerability testing is performed and any findings are appropriately remediated. 8.7. Security tools required by this DPA, such as encryption tools, are monitored to determine whether they are installed, updated, and active. 8.8. Security-related patches are applied in a timely manner in relation to the criticality of the patch, but not later than 10 days after the date such patches become available to Licensor for critical patches and 30 days for other patches. 9. ADDITIONAL SAFEGUARDS THAT APPLY TO LAPTOPS ACCESSING PERSONAL INFORMATION. 9.1. Anti-virus and anti-spyware software are installed and are updated in a timely manner (but not less than weekly). 9.2. All data stored on a laptop are securely erased prior to disposal, reuse, resale or return to a vendor at end of a lease. 9.3. Laptops are physically secured when unattended. 9.4. All laptops use a standard configuration that requires the screensaver to activate after not more than 10 minutes of inactivity and requires entry of the user’s password to unlock the laptop. 9.5. Laptops use log-in passwords that are at least 8 characters in length. 9.6. Laptops lock out after not more than 10 invalid login attempts. 9.7. Users do not share passwords required to log in to laptops with unauthorized users of the laptops. 10. ADDITIONAL SAFEGUARDS THAT APPLY TO ALL OTHER DEVICES. DocuSign Envelope ID: 286F9D4C-8B08-4B34-8DDB-66F34F599CC7Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Submittable Customer Terms of Service v1.4 Page 22 of 28 10.1. Devices with access to Personal Information require the use of a password/PIN to unlock the device. 10.2. Devices with access to Personal Information lock after a period of inactivity of not more than 3 minutes, requiring that the log-in password/PIN be entered to unlock the device. 10.3. Submittable owned devices are securely erased prior to disposal, reuse, resale or return to a vendor at end of a lease. 10.4. Users do not share passwords/PINs for any device used to access Personal Information. DocuSign Envelope ID: 286F9D4C-8B08-4B34-8DDB-66F34F599CC7Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Submittable Customer Terms of Service v1.4 Page 23 of 28 EXHIBIT C EXAMPLE AUTOMATED EMAIL DocuSign Envelope ID: 286F9D4C-8B08-4B34-8DDB-66F34F599CC7Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Submittable Customer Terms of Service v1.4 Page 24 of 28 EXHIBIT D FUNDS DISTRIBUTION ADDENDUM This Funds Distribution Addendum (the “Addendum”) sets out the additional terms, requirements, and conditions under which Submittable will manage the process of distributing Customer funds to a Recipient (as defined below). This Adde ndum only applies if Submittable is providing Customer with funds distribution management services. Capitalized terms not otherwise defined shall have the meaning given to them in the TOS. Except as modified below, the terms of the TOS shall remain in full force and effect. 1. Additional Definitions. “ACH” means the Automated Clearinghouse system governed by the National Automated Clearinghouse Association. “Distribution Services” means Submittable’s service in managing the distribution of funds from Customer to Recipients through Processor according to the Program Requirements. “Network” means (i) Visa, Mastercard, American Express, Discover, or other payment card network; (ii) the National Automated Clearinghouse Association; or (iii) any other applicable payments network. “Payment Method” means the deposit account (or such other payment method, if approved by Processor) designated by Customer for use in funding the Processor A ccount to make payments to Recipients through the Distribution Services. “Processor” means the payment services provider Submittable has engaged in connection with this Addendum, which Submittable may change from time to time and in its sole discretion. “Processor Account” means the account or accounts held at or by Processor for the purpose of receiving and distributing Customer funds to Recipients. “Processor Platform” means the website, software interface, or other technology platform Processor employs to process payment transactions. “Processor Terms” means any terms of service or agreements which Processor may require Customer or a Recipient to execute to send or receive funds through Processor. “Program Requirements” means Customer’s instructions and requirements to Submittable for the Distribution Services, as set forth in any applicable statement of work. “Recipient” means an End User to which Customer has requested funds be distributed through Processor using the Distribution Services. “Restricted Business List” means the list of businesses to which Processor prohibits payment, as it may be updated from time to time. 2. Use of Distribution Services. Subject to the terms of this Addendum and the TOS, Submittable shall provide Customer with the Distribution Services, including directing the distribution of funds to Recipients on Customer’s behalf and according to the Program Requirements. 3. Funding. To use the Distribution Services to make payments to Recipients, Customer must provide or make funds available to Processor for distribution from the Processor Account. As required by Processor, Customer agrees to fund payments by either: 3.1. Pre-Funding: Customer will initiate payment to the Processor Account in such amounts as Processor may require. Thereafter, Processor shall distribute funds to Recipients from the Processor Account based on payment instructions from Submittable. 3.2. Periodic Funding: Customer authorizes Processor to debit the Payment Method in the amount of funds required to fulfill all payment instructions received from Submittable during a specified period (e.g., daily, weekly etc.). Thereafter, Processor shall distribute the funds to Recipients from the Processor Account based on the instructions from Submittable. 4. Minimum Balance. Customer agrees that it shall make or authorize periodic payments to the Processor Account in amounts equal to or in excess of the aggregate payments to Recipients requested by Submittable on Customer’s behalf. Customer acknowledges and agrees that under no c ircumstances shall Submittable or Processor be obligated to perform any transaction for which there are insufficient funds in the Processor Account. If any DocuSign Envelope ID: 286F9D4C-8B08-4B34-8DDB-66F34F599CC7Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Submittable Customer Terms of Service v1.4 Page 25 of 28 transaction is rejected for insufficient funds, Customer shall be liable to Submittable and Processo r for any non- sufficient funds (“NSF”) fee either may incur. 5. Authorization. Customer hereby authorizes Processor to debit the Payment Method, including by ACH as applicable, (i) to collect any NSF fees owed to Processor; and (ii) in connection with funding payments to Recipients through Periodic Funding. Such authorization shall remain in full force and effect until thirty (30) days after Submittable receives written notification from Customer of termination of this authorization, by email to corporate@submittable.com. Submittable reserves the right to terminate or suspend the Distribution Services at any time that Customer fails to provide an active Payment Method and debit authorization. 6. Onboarding. Customer acknowledges and agrees that (i) it may be required to execute any Processor Terms or complete any other steps necessary to onboard with Processor prior to Submittable submitting any payment instructions to Processor on Customer’s behalf; and (ii) Recipients will be required execute any Processor Terms, establish an account with Processor, and provide Processor with all banking and other information necessary to transmit payment prior to receiving any funds through the Distribution Services. Submittable shall have no liability in connection with Customer’s or a Recipient’s failure to complete onboarding and execute any required Processor Terms. 7. Custody of Funds. Customer acknowledges and agrees that (i) Submittable is not a bank or other financial services provider; and (ii) under no circumstances will Submittable take custody of, have control over, or maintain in its own accounts any Customer funds intended for payment to a Recipient. Submittable’s role is limited to submitting payment instructions to Processor on Customer’s behalf and all funds provided to Processor by Customer or debited from Customer’s Payment Method will remain in Processor’s custody and control until they are distributed to Recipients. 8. Return of Funds. At Customer’s instruction, Submittable will request a return of funds from the Proc essor Account. Customer acknowledges and agrees that Processor is solely responsible for returning any funds previously received from Customer. In addition, Customer acknowledges and agrees that Processor, in its sole discretion, will determine whether any funds pending distribution or previously distributed to Recipients are available for return to Customer. If funds cannot be recovered from Recipients by Processor, Customer is solely responsible for the collection of such funds from Recipients. 9. Program Requirements. Recipients will submit applications for funds via Submittable’s Services. Submittable shall review applications on Customer’s behalf and submit payment instructions to Processor to distribute funds from the Processor Account to each eligible Recipient, all in accordance with the Program Requirements. 10. Representations and Warranties. In using the Distribution Services, Customer represents and warrants that: 10.1. Payment of funds to each Recipient shall be made only in connection with a successful application, entry, or submission through Submittable’s Services by or on behalf of such Recipient and Customer shall not use the Distribution Services in connection with any other type of payment transaction, including but not limited to bill payment or payroll processing; 10.2. The Program Requirements, including for review of any application, entry, or submission by or on behalf of a Recipient and for distribution of funds to Recipients, comply with all applicable laws; 10.3. Customer will require Recipients to provide accurate and complete information, including banking and financial information, to Submittable and Processor (as applicable), and to authorize Processor to transmit payment to Recipient’s designated account; 10.4. Customer’s use of the Distribution Services and Recipient’s receipt of and use of funds does not represent or result in a violation of (i) applicable laws, including, but not limited to, U.S. economic sanctions laws, the U.S. Foreign Corrupt Practices Act, or other applicable domestic or foreign ant i-corruption or anti-money laundering laws; or (ii) any Network rules; 10.5. If Customer’s use of the Distribution Services results in the distribution of any funds allocated or provided by a federal or state governmental authority, such distribution complies with applicable federal or state law, and the programmatic requirements of the federal or state governmental authority; and 10.6. Submittable and Processor are each authorized to verify the identity of each Recipient and that no Recipient is (i) listed on the List of Specially Designated Nationals or Blocked Persons maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control; (ii) engaged in whole or in part in a business listed on the Restricted Business List; or (iii) debarred or otherwis e prohibited under federal or state law from receiving any funds distributed through the Distribution Services. DocuSign Envelope ID: 286F9D4C-8B08-4B34-8DDB-66F34F599CC7Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Submittable Customer Terms of Service v1.4 Page 26 of 28 11. Additional Disclaimer. Customer acknowledges and agrees that Section 10.2 of the TOS applies to this Addendum and the Distribution Services. 12. Additional Limitation of Liability and Indemnification. 12.1. Limitation of Liability. Customer acknowledges and agrees that the provisions of Section 13 of the TOS shall apply to this Addendum and Customer’s use of the Distribution Services as described herein. Wi thout limiting the foregoing, Submittable shall have no liability for Losses of any kind incurred by Customer as a result of (i) Customer or any Recipients’ failure to provide accurate and complete information to Submittable and Processor; (ii) Submittable’s review of any application, entry, or submission by or on behalf of a Recipient or determination to distribute funds to any Recipient made in accordance with the Program Requirements; (iii) Customer’s, Processor’s, or any Recipient’s fraud, negligence, willful misconduct, or violation of any applicable laws or Network rules; (v) Customer’s or a Recipient’s breach of any Processor Terms; or (vi) Customer’s failure to fund the Processor Account. 12.2. Indemnification. Customer acknowledges and agrees that the provisions of Section 12.2 of the TOS shall apply to this Addendum and Customer’s use of the Distribution Services as described herein. Without limiting the foregoing, Customer shall indemnify, hold harmless, and, at Submittable’s option, defend Submittable from and against any Losses resulting from any Third-Party Claim based on (i) Customer’s use of the Distribution Services; (ii) Customer’s breach of this Addendum (iii) Customer’s or any Recipient’s breach of any Processor Terms; (iv) Customer’s or any Recipient’s fraud, negligence, willful misconduct, or violation of any applicable laws or Network rules; or (vi) Customer’s failure to fund the Processor Account. DocuSign Envelope ID: 286F9D4C-8B08-4B34-8DDB-66F34F599CC7Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Submittable Customer Terms of Service v1.4 Page 27 of 28 EXHIBIT E GIVE ADDENDUM This Give Addendum (the “Addendum”) sets out the additional terms, requirements, and conditions under which Submittable will facilitate an employer customer’s ability to offer employee donation matching programs through a third-party 501(c)(3) public charity and its donor advised fund (“Give”). Give includes the portions of Submittable’s website and mobile app that Customer and Donors access to submit donation transactions. This Addendum applies only if Submittable is providing Customer Give services. This Addendum represents a legal agreement between Submittable and Customer and by using or accessing Give, You accept and agree to the terms of this Addendum. In addition, Give is a Service, as defined in Submittable’s Customer Terms of Service (“TOS”), and is subject to the TOS as modified or updated by this Addendum. To the extent of any conflict between this Addendum and the TOS, this Addendum shall govern with regard to Cus tomer’s use of Give. If You do not agree to be bound by this Agreement, You must discontinue Your use of Give immediately. Capitalized terms used but not defined in this Addendum shall have the meaning assigned to them in the TOS. 1. “Donor” means Customer’s employees that Customer has approved to access and use Give. 2. Donor Advised Fund: Submittable provides administrative, support, and technical services to Able Impact Foundation, a third-party 501(c)(3) public charity and its donor advised fund (collectively referred to herein as the “DAF”). The DAF permits Donors to make recommendations for grants from the DAF to qualified charities recognized by the Internal Revenue Service (“IRS”) as described by section 501(c)(3) of the Internal Revenue Code (excluding private foundations) and schools recognized by the Department of Education National Center for Education Statistics (“NCES”). Through Give and Match, Submittable manages Donor contributions, matching employer contributions, and grant recommendations to the DAF. 3. Donations and Grant Recommendations. When You and a Donor make contributions through Give and Match, You and the Donor are making charitable gifts to the DAF and a donation transaction to the DAF is complete upon the DAF’s receipt of payment. “Able Impact Foundation” – the owner of the DAF – will appear on Your and Your Donors’ donation receipts as the recipient of the donation. As required by the IRS, the DAF shall have exclusive legal control over all donations it receives, which upon payment to th e DAF, become assets of the DAF. To the fullest extent consistent with its exempt purposes and operation as a public charity, the DAF shall make grants to qualified charities as recommended by Donors at the time of their donation to the DAF, in the amounts of their contributions and Your corresponding matching contribution. Notwithstanding the foregoing, the DAF shall distribute funds, in amounts and to recipients, in its sole discretion, and has no obligation to distribute funds to any Donor’s recommended recipient. If the DAF determines not to distribute funds to the recommended recipient, for example as a result of its charitable tax exempt status having been revoked, the DAF will select a different recipient or may retain the funds for future distribution. 4. Donation through Give. Submittable will receive donation requests from Donors through Give. You agree to facilitate payment of each Donor’s donation to the DAF, directly or through Your third-party payroll processor. “Submittable fully intends to transfer all donated funds to the DAF at the time of a Donor’s donation. In the rare and unexpected event of technical difficulties, Submittable will expend all reasonable effort to transfer all donated funds to the DAF no later than 30 days after the end of the month in which the donations were made.” 5. Matching Contributions. You are responsible for making Your own matching contributions to the DAF based on any donation matching programs You offer to Donors from time to time and will make any such donations within 30 days after the end of the month in which Submittable reports the Donor’s corresponding donation. 6. Administration Cost. Customer understands that there are administrative costs, expenses and fees associated with maintaining Give and an administrative fee may be deducted from the amount of any grant the DAF makes to a charitable recipient. 7. Donor Terms. Customer acknowledges and agrees that to use Give, each Donor will be required to agree to Submittable’s Donor terms of use (“Donor Terms”). The Donor Terms will clarify that donations made through Give are final, irrevocable and non-refundable. Donations are considered complete for purposes of Donor Terms as soon as the Donor submits the donation through Give. 8. Taxes and Tax Deductibility of Transactions. Customer will receive a receipt for donations stating that “no goods or services were provided in return for the contribution.” If You received any goods or services in DocuSign Envelope ID: 286F9D4C-8B08-4B34-8DDB-66F34F599CC7Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 In Process Submittable Customer Terms of Service v1.4 Page 28 of 28 connection with a Give transaction, the value of Your donation will be reduced by the value of the goods or services You received; please email info@ableimpactfoundation.org to request an adjusted receipt which reflects the value of Your contribution. Customer is responsible for all taxes, if any, associated with Give transactions, including donations and contributions. Customer is responsible for determining the tax deductibility of Its donations made through the Services. 9. Disclaimer. Customer acknowledges and agrees that: 1. As between Submittable and Customer, Customer is responsible for transferring all funds for Donor donations to the DAF, based on the donations made by Donors through Give & Pay. Submittable shall not be liable for any delays, errors, or failures in donation processing based on the actions or omissions of any third party, including Customer or Customer’s payroll processor. Submittable assumes no responsibility or liability for the timeliness, accuracy, deletion, or mis-delivery of, or the failure to store, any Give content, user information, settings, or communications tools. Customer bears all such risks. 2. (i) Submittable is not a bank or other financial services provider and is not engaged in the business of receiving funds for transmission; (ii) apart from submitting Donor donation information to Customer, Submittable is not responsible for processing donation payments; and (iii) under no circumstances will Submittable take custody of, have control over, or maintain in its own accounts any Customer or Donor funds intended for payment to the DAF or any other party. 10. Limitation of Liability. In addition to the limitations set forth in TOS Section 13, to the greatest extent allowed by law, Customer agrees that Submittable is not responsible in any way for the acts or omissions of third parties, including (i) offers made by third parties through the Give portion of the Services; (ii) any third-party charitable offers that may turn out to be fraudulent, irresponsible, or otherwise advertised in bad faith; and (iii) any issues arising under Customer’s agreements, terms, or employment relationships with Donors. Indemnification. Customer acknowledges and agrees that the provisions of Section 12.2 of the TOS shall apply to this Addendum and Customer’s use of Give as described herein. Without limiting the foregoing, Customer shall indemnify, hold harmless, and, at Submittable’s option, defend Submittable from and against any Losses resulting from any Third-Party Claim based on (i) Customer’s use of Give; (ii) Customer’s breach of this Addendum, including Customer’s failure to facilitate the transfer of donation funds to the DAF; (iii) Customer’s breach of any agreement or terms with Donors; or (iv) Customer’s fraud, negligence, willful misconduct, or violation of any applicable laws. DocuSign Envelope ID: 286F9D4C-8B08-4B34-8DDB-66F34F599CC7Docusign Envelope ID: B6EDABD9-954A-4409-BFC6-5BC5C38784C5Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 9/10/2025 License # 0757776 (877) 825-2681 (951) 231-2572 38911 Submittable Holdings Inc. DBA Submittable 101 East Front St. #501 Missoula, MT 59802 22667 A 1,000,000 X TCP 7025312-11 12/1/2024 12/1/2025 1,000,000 15,000 1,000,000 2,000,000 2,000,000 EBL AGG 2,000,000 5,000,000A TCP 7025312-11 12/1/2024 12/1/2025 5,000,000 A TWC 7025313-11 12/1/2024 12/1/2025 1,000,000 N 1,000,000 1,000,000 B Tech E&O / Cyber F17515305 002 12/1/2024 Occ / Agg 5,000,000 Revised 09-10-2025: This certificate rescinds and supersedes any and all prior certificates issued on behalf of the Named Insured. Orange County, its officers, agents and employees are Additional Insured with regard to the General Liability policy, when required by written contract, per the attached endorsement form CG8360 12/19. Umbrella Liability policy follows form of the underlying General Liability, Workers Compensation and Employee Benefits Liability a, per policy terms, conditions and exclusions. Orange County, NC 300 West Tryon Street P.O Box 8181 Hillsborough, NC 27278 SUBMHOL-01 AKONDOGOL1 HUB International Insurance Services Inc. 17 E. Sir Francis Drake Blvd. Suite 200 Larkspur, CA 94939 Cassie Wingert Cal.CPU@Hubinternational.com Berkley National Insurance Company ACE American Insurance Company X 12/1/2025 X X X X X Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 COMMERCIAL GENERAL LIABILITY CG 83 60 12 19 CG 83 60 12 19 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 6 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY EXTENSION FOR TECHNOLOGY COMPANIES ENDORSEMENT This Endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM This endorsement broadens coverage. The following schedule of coverage extensions is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement along with your entire policy carefully to determine the extent of coverage afforded. SCHEDULE OF COVERAGE EXTENSIONS A. Additional Insured Lessors of Leased Equipment L. Duties in the Event of Occurrence, Offense, Claim or Suit B. Additional Insured Owners, Managers or Lessors of Premises M. Expected or Intended Injury or Damage (Property Damage) C. Additional Insured - Primary and Non- contributory N. Damage to Premises Rented To You D. Additional Insured Vendors O. Medical Payments E. Additional Insured Written Contract or Agreement P. Non-owned Aircraft F. Aggregate Limit Per Location Q. Non-owned Watercraft G. Amateur Athletic Participants R. Newly Acquired or Formed Organizations H. Bodily Injury Definition S. Supplementary Payments I. Broadened Named Insured T. Unintentional Omission J. Damage to Property Borrowed Equipment, Customer Goods, Use of Elevators U. Waiver of Subrogation - Blanket K. Good Samaritan Services A. ADDITIONAL INSURED - LESSORS OF LEASED EQUIPMENT Under Section II - Who Is An Insured, the following is added: omissions in the maintenance, operation or use by you of equipment leased to you by such equipment lessor. committed after the equipment lease expires. B. ADDITIONAL INSURED - OWNERS, MANAGERS OR LESSORS OF PREMISES Under Section II - Who Is An Insured, the following is added: Any person or organization that is a premises owner, manager or lessor is an insured, but only with respect to liability arising out of the ownership, maintenance or use of that part of any premises leased to you. The insurance provided to such premises owner, manager or lessor does not apply to: 1. or 2.Structural alterations, new construction or demolition operations performed by or on behalf of such premises owner, manager or lessor. Insured: Submittable Holdings Inc. DBA Submittable Policy #: TCP 7025312-11 Policy Term: 12/01/2024 - 12/01/2025 Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 Page 2 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CG 83 60 12 19 C. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY The following is added to the Other Insurance Condition and supersedes any provision to the contrary: This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1.The additional insured is a Named Insured under such other insurance; and 2.You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. D. ADDITIONAL INSURED - VENDORS Under Section II - Who Is An Insured, the following is added: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to 1. agreement; and 2. The insurance provided to such vendor is subject to the following provisions: 1.The limits of insurance provided to such vendor will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. 2.The insurance provided to such vendor does not apply to: a.Any express warranty not authorized by you; b. c.Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of part under instructions from the manufacturer, and then repackaged in the original container; d.Any failure to make such inspections, adjustments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or e.Demonstration, installation, servicing or repair operations, except such operations performed at such r f. container, part or ingredient of any other thing or substance by or on behalf of such vendor. Coverage under this provision does not apply to: 1.An container entering into, accompanying or containing such products; or 2.Any vendor for which coverage as an additional insured specifically is scheduled by endorsement. E. ADDITIONAL INSURED - WRITTEN CONTRACT OR AGREEMENT Under Section II - Who Is An Insured, the following is added: Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but : 1. agreement; and 2.Is caused, in whole or in part, by your acts or omissions in performance of your ongoing operations to which that contract or agreement applies or the acts or omissions of any person or organization performing such operations on your behalf. The limits of insurance provided to such insured will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. F. AGGREGATE LIMIT PER LOCATION 1.Under Section III - Limits Of Insurance, the following is added: you. Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 CG 83 60 12 19 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 6 2. Under Section V - Definitions, the following is added: interrupted only by a street, roadway, waterway or right-of-way of a railroad. G. AMATEUR ATHLETIC PARTICIPANTS Under Section II - Who Is An Insured, the following is added: Any person representing you while participating in amateur athletic activities that you sponsor. However, no such person is an insured for: 1. a. A co- that you sponsor; or b. You, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company), joint venture, or limited liability company); or 2. or over which physical control is being exercised for any purpose by: a. A co- b. You, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company), or an joint venture, or limited liability company). H. BODILY INJURY Under Section V - Definitions person, if directly resulting from physical injury, sickness, or disease sustained by that person. I. BROADENED NAMED INSURED Under Section II - Who Is Insured, the following is added: Any person or organization named in the Declarations and any organization you own, newly acquire or form, other than a partnership, joint venture, or limited liability company, and over which you maintain more than 50% of the interests entitled to vote generally in the election of the governing body of such organization will qualify as a Named Insured if there is no other similar insurance available to such organization until the end of the policy period. Coverage under this provision does not apply to any person or organization for which coverage is excluded by endorsement. J. BROADENED PROPERTY DAMAGE - ELEVATORS 1. Under Section I - Coverages, Coverage A, Bodily Injury and Property Damage Liability, paragraph 2., Exclusions, item j., Damage To Property is amended as follows: a. The exclusion for personal property in the care, custody or control of the insured does not apply to used by anyone to perform operations at the time of loss. b. The exclusions for: (1) Property loaned to you; (2) Personal property in the care, custody or control of the insured; and (3) That particular part of any property that must be restored, repaired was incorrectly performed on it; cupy. 2. 3. Under Section V - Definitions, the following is added: remises for the purpose of being: a. Repaired; or Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 Page 4 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CG 83 60 12 19 b. Used in your manufacturing process. 4.Under Section IV - Commercial General Liability Conditions, the insurance afforded by this provision is excess over any other valid and collectible property insurance (including any deductible) available to the insured whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions. K. GOOD SAMARITAN SERVICES 1. Under Section II - Who Is Insured, paragraph 2., item d., the following is added: This exclusion does not apply to your employees or volunteer workers, other than an employed or 2. Under Section V - Definitions, the following definition is added: demanded or received. L. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV - Commercial General Liability Conditions, paragraph 2., Duties In The Event Of Occurrence, Claim or Suit is amended to include the following: 1. The requirements that you must: a. b. Send us documents concerning a cla known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An executive officer of the corporation or insurance manager, if you are a corporation; or (4) A manager, if you are a limited liability company. 2. which later develops into a liability claim for which coverage is provided by this policy. However, as soon as you compensation claim, you must comply with the Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition. M. EXPECTED OR INTENDED INJURY OR DAMAGE (PROPERTY DAMAGE) Under Section I - Coverages, Coverage A, Bodily Injury And Property Damage Liability, paragraph 2., Exclusions, item a., Expected Or Intended Injury, is deleted and replaced by the following: a. Expected or Intended Injury force to protect persons or property. N. DAMAGE TO PREMISES RENTED TO YOU If damage to premises rented to you is not otherwise excluded from this policy or coverage part, then the following provisions apply: 1. The last paragraph under 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability is deleted and replaced by the following: Exclusions c. through n. automatic fire protective systems to premises while rented to you or temporarily occupied by you with the permission of the owner, including the contents of premises rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III - Limits Of Insurance. 2. The paragraph immediately after Sub-paragraph j.(6) of Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability is deleted and replaced by the following: Paragraphs (1), (3) and (4) automatic fire protective systems) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Insurance. Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 CG 83 60 12 19 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 6 3.Paragraph 6. of Section III - Limits Of Insurance is deleted and replaced by the following: 6.Subject to Paragraph 5.above, the greater of: a.$500,000; or b.The Damage To Premises Rented To You Limit shown in the Declarations; is the most we will pay under Coverage A automatic fire protective systems, while rented to you or temporarily occupied by you with permission of the owner, including the contents of such premises rented to you for a period of seven or fewer consecutive days. 4.Subparagraph b.(1)(a)(ii) of Paragraph 4. Other Insurance of Section IV - Commercial General Liability Conditions is deleted and replaced by the following: (ii)That is fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems insurance for premises rented to you or temporarily occupied by you with permission of the owner, or for personal property of others in your care, custody or control; 5.Subparagraph a. of Definition 9. "Insured contract" of Section V - Definitions is deleted and replaced by the following: a.A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract". 6.As used in this provision "smoke" does not include smoke from agricultural smudging, industrial operations or a "hostile fire". O. MEDICAL PAYMENTS 1.Under Section I - Coverages, Coverage C, Medical Payments, paragraph 1., Insuring Agreement, the requirement that expenses are incurred and reported to us within one year of the date of the accident is changed to three years. 2.The Medical Expense Limit is $15,000 per person or the amount shown in the Declarations as the Medical Expense Limit, whichever is greater. 3.This provision O. does not apply if Coverage C, Medical Payments, is otherwise excluded either by the provisions of the Coverage Form or by endorsement. P. NON-OWNED AIRCRAFT 1.Under Section I - Coverages, Coverage A, Bodily Injury and Property Damage Liability, item 2., Exclusions, item g., Aircraft, Auto Or Watercraft, does not apply to an aircraft that is: a.Hired, chartered or loaned with a paid crew; and b.Not owned by any insured. 2.The insurance afforded by this provision P. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the Commercial General Liability Conditions. Q. NON-OWNED WATERCRAFT 1.Under Section II - Who Is Insured, is amended as follows: To include as an insured for any watercraft that is covered by this policy, any person who, with your expressed or implied consent, either uses or is responsible for the use of a watercraft. However, no person or organization is an insured with respect to: a. to a co- b. employer of any person who is an insured under this provision. 2.In the exception to the Aircraft, Auto Or Watercraft exclusion under Coverage A, Bodily Injury And Property Damage Liability, the limitation on the length of a watercraft is increased to 75 feet. 3.The insurance afforded by this provision Q. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the Commercial General Liability Conditions. Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843 Page 6 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CG 83 60 12 19 R. NEWLY ACQUIRED OR FORMED ORGANIZATIONS Under Section II - Who Is An Insured, item 3.a.is deleted and replaced by the following: a.Coverage under this provision is afforded only until the end of the current policy period. S. SUPPLEMENTARY PAYMENTS Under Section I - Coverages, Supplementary Payments - Coverages A and B is amended as follows: 1.The limit for the cost of bail bonds is amended to $2,500; and 2. T. UNINTENTIONAL OMISSION Under Section IV - Commercial General Liability Conditions, paragraph 6., Representations, the following is added: The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. U. WAIVER OF SUBROGATION - BLANKET Under Section IV - Commercial General Liability Conditions, paragraph 8., Transfer of Rights of Recovery Against Others to Us the following is added: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations done under a written contract or agreement -completed operations hazard". This waiver applies only to persons or organizations with whom you have a written contract, executed prior to Docusign Envelope ID: 3600386F-20D7-41ED-BA4C-16A2D2DE1843