Attachment 4 - Standard Contract_SUMITTALBE_ALL.pdf — Richmond City Council, February 4, 2025

CITY OF RICHMOND

STANDARD CONTRACT
Department: City Project Manager:

City Project Manager E-mail: City Project Manager Phone No:

Vendor No: Contract No:

Description of Services:

The parties to this STANDARD CONTRACT do mutually agree and promise as follows:

1. Parties. The parties to this Contract are the City of Richmond, a municipal corporation (“the City”), and the following named Contractor:

Contractor Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No:
☐ A California corporation, ☐ limited liability corporation ☐ general partnership, ☐ limited partnership, ☐ individual, ☐ non-profit corporation, ☐ individual dba as [specify:] ____________________ ☐ other [specify:] _______________________________

2. Term. The effective date of this Contract is _______________________ and terminates _________________ unless terminated earlier as set forth herein.

3. Payment Limit. City’s total payments to Contractor under this Contract shall not exceed $______________ (“Contract Payment Limit”) unless a Contract Amendment has been approved by the City Council or City Manager. If this amount includes a contingency, Contractor acknowledges that any use of such contingency shall be for work beyond the original scope of services and requires prior written authorization by the City. If noted below, Compensation for work done under this Contract, shall not exceed as follows:

FY _________ total compensation shall not exceed $_________________ FY _________ total compensation shall not exceed $_________________ FY _________ total compensation shall not exceed $_________________

4. Contractor’s Obligations. Contractor agrees to perform all work at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, in accordance with the Service Plan set forth in Exhibit A, attached hereto and incorporated herein.

5. City Obligations. City shall make payments to the Contractor in accordance with the Payment Provisions set forth in Exhibit B, attached hereto and incorporated herein.

6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C), attached hereto and incorporated herein.

7. General Conditions. This Contract is subject to the General Conditions (Exhibit D), which are attached hereto and incorporated herein.

8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any), which are attached hereto and incorporated herein.

9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F), which are attached hereto and incorporated herein.

10. Sanctuary City Compliance Statement. This Contract is subject to the Sanctuary City Compliance Statement (Exhibit G), which is attached hereto and incorporated herein.

11. Signatures. These signatures attest the parties' agreement hereto:

CITY OF RICHMOND,
a municipal corporation [BUSINESS NAME]
(* The Corporation Chairperson of the Board, President, or Vice President should sign below)

By: _________________________ By: ___________________________ Title: ________________________ Title: __________________________ Date Signed: _________________ Date Signed: ___________________

I hereby certify that this Contract (* The Corporation Chief Financial Officer or Assistant has been approved by City Council Treasurer, or Secretary or Assistant Secretary should or the City Manager. sign below)

By: _________________________ By: ___________________________ City Clerk Title: __________________________
Date Signed: ____________________
Approved as to form:
(NOTE: Pursuant to California Corporations Code Section By: _________________________ 313, if Contractor is a corporation or nonprofit organization, City Attorney this Contract (1) must be signed by (a) the Chairperson of the Board, President, or Vice-President and (b) the
Chief Financial Officer or Assistant Treasurer, or
Secretary or Assistant Secretary)

LIST OF ATTACHMENTS:

Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Sanctuary City Compliance Statement Exhibit G

Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT A

SERVICE PLAN

Contractor shall, to the satisfaction of the Project Manager ( set forth in Exhibit B) , perform the following services and be compensated as outlined below [or attach service plan if necessary]:

Statement of Work
Issuedto:Cityof Richmond, CaliforniaAttn: PatrickSeals, AdministrativeChief450CivicCenter Plaza, Suite300Richmond, CA94804UnitedStates Issuedby:SubmittableHoldings111 NorthHigginsAveMissoula, Montana59802 Oliver LudeckeDirector, CaliforniaPublicSector Grant [email protected] Date: 11/25/2024

ThisStatement of Work(“SOW”) detailscertainduties, obligations, andresponsibilitiestobeperformedbySubmittableinaccordancewiththetimeperiodsset forthherein, aswell ascertainconditionsof theengagements. Finally, thisSOWshall beexpresslyconditionedupon,andsubject to, thetermsandconditionscontainedintheSubmittableCustomer TermsofServiceandincorporatedhereinbythisreference.

DESCRIPTIONOFWORK
Project Overview/ ObjectivesTheCityof Richmond, together withSubmittable, aimstostandupanapplicationmanagementsoftwareroughly4weeksafter contract signing, toallowRichmondresidentsasecure,easy-to-useplatformtoregister toreceivegrant assistancethroughtheCityof Richmond.

Overall, the goal is to partner with the City of Richmond toservetheDepartment of Children&Youth for their Richmond Fund for Children and Youth FY 2025-28, in addition to their ECIACompetitive Grant, Love Your Block Mini Grant, Community Services Department Mini Grant,their Neighborhood Public Art (NPA) grants, Veolia North Richmond Mitigation Fund GrantProgram. The outcome is for SubmittabletoproduceafullytestedSaaS(SoftwareasaService)solution that supports a large inﬂux of submissions while supporting relative 3rd partyintegrations (3rd party softwares) to ensure the accuracy of data collectionwhilealsoassistingin the creation of an automated reviewprocess which will aidinthedownselectionprocessoftopapplicants.

A branded portal will be developed to provide the user base a seamless experience intransitioning fromthe City of Richmond’s site toitsSubmittablegrant applicationsoftware. Thispairing will create an experience where the look and feel of thesiteisuniquelybrandedtotheCity’srequest.

ScopeandDeliverablesPer therequiredoutcomes, Submittableanticipatesdevelopment activitiesanddeliverablesincludingthoselistedbelow:

AutomatedReview:Theautomatedreviewcomponent of thisSOWoutlinestheresponsibilitiesandprocessesrelatedtooverseeingthesuccessful executionof thisinitiative.

● ScopeandObjectives: TheTechnical Implementationteamwill aidtheCityof Richmondbydevelopinganautomatedreviewprocesswhichwill assist inthedownselectionoftopapplicants. ATechnical ImplementationEngineer (TIE) will workwiththeCitytoproduceascoringrubric. TheCity’sscoringrubricwill thenbeassignedwithinareviewstageuponsubmissionof AutomatedReviewfor Thresholdandafter theBoarddecisionismadeStage3. - OutcomesandThresholdreview.● Keyrubricpiecesincludebonuspointsinscoreif anindividual applicationissubmittedfromtheRichmondareas.Rubricwill alsoincludethefollowingscoringareas:

1. MeetsMinimumCriteria(tobedeterminedbyCityof Richmondstaﬀ)2. ZipCodewithinCountyLimits(tobedeterminedbyCityof Richmondstaﬀ)3. Narrativeisof Suﬃcient Length4. BonusPointsfor all Richmondbasedapplicants5. Project CompletionwithinCalendar Year Submittablewill support thediscoveryanddeﬁnitionof criteriarequirementsfor oneautomatedreviewstageof all Cityof RichmondGrant programsfor ThresholdandBoardreview. Thiseﬀortwill focusonidentifyingﬁeldsfromtheapplicant'sinitial formtobeutilizedfor automatedscoringoutputs, includingthepotential assignment of bonuspoints.

ApproachSubmittablewill completethediscoveryphasepost-sale, ensuringall questionsareaddressedtomeet theprogram'sweightedscoringrequirementseﬀectively. ● ReviewStages-1. ThresholdReview- Automatedreviewconﬁrmedbyreviewers: Validationsfororganizationidentiﬁcationcriteria. If enteredbytheapplicant , theSubmittableplatformwill referencetheIRSdatabasetodetermineeligibilityof organizations. Their statuseswill reﬂect intheOrganizationrecordtabof Submittable.○ ThreeLabelswill determinethestatusof anapplicant ■ FailDOJ- Passfor matchinSecretaryof State(CA) system, nomatchfoundor insuﬃcient for Department of Justice(CA) ﬁnding.■ FailSOS- Passfor matchinDepartment of Justice(CA) , nomatchfoundor insuﬃcient for Secretaryof State(CA) ﬁnding.■ Fail- NomatchonDOJor SOS.

2. ScoringReview(Manual)
Combinednatureof:

AgencyHistoryandCapacity
ProgramDesign
OutcomesandImpact
RequiredResourcesandBudget Request -● Theprogramprovidesaclear budget that describesstaﬃngandassociateddirect costsrequiredfor successful programimplementation. Expensesarereasonableandcommensuratewiththescaleof servicesproposed.● Additional resourcesareidentiﬁedtosupport theprogram, withreasonableplanforsecuringmatchingfunds. Thetotal programbudget of RFCYfundingandadditionalmatchingfundingisrealisticandreasonablefor theproposedlevel of services.● ReviewBudget formtoseeif budget lineitemsarereasonablefor thescaleof servicesproposedandcorrelatestotheNarrativeresponses.

3. RFCYBoardRecommendations- Nosystemreviewrequired. TheadministrativeteammovesﬁnaliststoAutomatedReviewstage4.

4. AutomatedReview- Determinedbyanautomatedreviewprocess: UtilizetheSubmittableandCityof Richmondapprovedweightedscoringreviewrubrictocompletearankingof submissionstosubmit over totheRichmondCityCouncil. Agreeduponcriteriawill bescoredagainst all submissionsthat aremovedpast Stage3.Thegoal istosupport thestackrankingof applicationsthat canbeﬁlteredacrossthe4coreneeds. *Submittablewill beresponsiblefor creatingareport, tofall backonshowinghowtheseapplicationsarerankedbylabel of coreneedsdeterminedbyeachRichmondprogram.

5. RichmondCityCouncil - Onlyselect applicantsthat havecompletedrankingwillproceedintoapproval stagesandpost awardtracking. ● TimelineandSchedule: SubmittableTechnical Implementationteamwill createandmaintainadetailedproject timelineandschedule, outliningkeyproject milestones,tasks, dependencies, deliverables, anddeadlinestoensurethetimelycompletionof thisinitiative.

CustomBrandedPortal (CSS)Our Customer SuccessEngineerswill customizeyour front facingSubmittablepagetomatchthelookandfeel of your brand, includingheaders, footers, color schemes, fonts, andexternallinks. Submittablewill provideyouwitharesourcetouploadyour CSSassetstoallowthecustomCSSbuildtooccur.

Pleasenote: All emailsandcommunicationfromSubmittablewill beco-brandedwithSubmittablelogosandemail domains.

CustomURLOur customer successengineerswill customizeyour Submittabledomainbyremoving“submittable.com”fromtheSubmittablepageURL.

ASubmittableCustomer SuccessEngineeringwill workwithyoutoestablishyour URLwithinSubmittable’ssubdomains.

SingleSignOn(AzureEntraID)ASubmittableCustomer SuccessEngineer will assist theCityof Richmondstaﬀwiththesetupof SAMLSingleSign-OnbetweenSubmittableandtheCity’sIdentityProvider. Submittablewillrequest metadataandattributeinformationfromtheCityof RichmondwhileprovidingSubmittablemetadatafor newServiceProvider conﬁgurationwithintheCity’sIdentityProvider.

After completionof ServiceProvider SetupbytheCityof Richmond, Submittablewill conﬁgureSSOandguidetheRichmondstaﬀthroughtestingtheintegration.

Implementation
Submittablewill provideitsDeluxeImplementationPackageinorder toacceleratesetupof theCityof Richmond’s grant programsaswell ascomprehensivelysupport theCityinitsadoptionandscalingof theSubmittableplatform.

Thisimplementationpackageprovides40hoursof tailoredengagement withanassignedSubmittableimplementationspecialist acrosstheﬁrst 120daysof thesubscriptionyear.

TheDeluxeImplementationPackageisdesignedfor clientswitharobust program, complexworkﬂow, andaneedfor comprehensive, customizedtrainingwithaproduct expert. YourdedicatedImplementationSpecialist will consult withyouabout your current processandguideyouthroughthetransitiontoSubmittable, buildingyour formsandworkﬂowfor your projectsandprovidinghighlypersonalizedadvice, extensivetraining, andcollaborativeassistance. Theendgoal of theimplementationsessionistwofold:First toset youupfor immediatesuccessbyhelpingbuildandevaluateyour current process, andsecondtotrainyouontheSubmittableplatformtoenableyoutobecomeself-suﬃcient movingforward.

WithintheDeluxeImplementationPackage, your ImplementationSpecialist will facilitate:● Workﬂowdesignandvalidation● Buildingout of your formsandworkﬂowsfor thebelowlistedprograms.○ Intake, Review, Pre-Award, Post-AwardMonitoring■ Messaging, Templates, Standardizedcommunicationfor applicant base.● Trainingonplatformtoolsandfeaturesaswell asbest practicesingrant management● Testingassistanceof reviewer andapplicant experience● Trainingresourcesfor reviewersandapplicants● Best practicesoncommunication, submissionmanagement, funds, andreporting● Resourcesfor continuedlearning ProgramsinScope:1. RichmondFundfor ChildrenandYouthFY2025-282. ECIACompetitiveGrant3. LoveYour BlockMini Grant4. CommunityServicesDepartment Mini Grant5. NeighborhoodPublicArt (NPA) grants6. VeoliaNorthRichmondMitigationFundGrant Program

Plan
Submittabletakesaconsultativeandcollaborativeapproachtotheimplementationof itsplatform. Wewill worktogether withtheCityof Richmondstakeholderstotailor thoseprogramsandprocessesinorder todeliver thedesiredgoalsandstrategicvisionyouset forth. Further,Cityof Richmondunderstandsthat onlyoneImplementationPackagemaybeusedat atime,andthat aprogrammust beclosedout inorder tostart thenext implementationpackage.

TimeCommitment: Recommendationsfor Success
GiventheCity’sdesiretobegintheonboardingprocessquickly, theSubmittableImplementationteamhighlyrecommendsschedulingat least one60minutemeetingaweekwiththeCityof Richmond’sdedicatedImplementationSpecialist toensureasuccessful andtimelyprogramlaunch. Wealsorecommendweekly“quickstandupmeetings,”whichconsist of5-10minutes, wherebyour respectiveteamsrunthroughalignment checksontasksneededtounblockworkfor theSubmittableteam.

AssumptionsandClient Responsibilities
Thein-scopeServices, anticipatedproject duration, plannedoutcomesandfeeestimatearebasedontheassumptions, includingtheClient’sexecutionof itsresponsibilities. Anyincorrect assumptionor delayor nonperformanceof theClient'sresponsibilitiesmayresult indelaysor Submittable’sinabilitytoperformitsresponsibilities.Assumptions:● Submittablewill relyonall decisionsandapprovalsof Client inconnectionwiththeServices.● SubmittableandClient will participateinat veryleast weeklystatusreviewmeetingstodetermineaccomplishmentswiththeplanandidentifyissuesthatneedimmediateresolution.● Submittablewill utilizereasonableeﬀortstoretainandmaintainassignedresourcesthroughout thisproject. Submittablereservestheright toutilizeresourcesthat werenot originallyassignedtotheproject. Intheevent Submittablechoosestochange, remove, or addresourcestotheproject, SubmittablewillreviewresourceupdateswithClient assoonasreasonablypossible.

● All workwill bescopedtobedeliveredwithinthetimeestimatesallotted. If arequirement or deliverableisdeﬁnedor redeﬁnedinsuchawaythataccomplishingit wouldexceedthebudget for theproject, anamendment will beproposedandrevisedestimateprovided.● Submittablewill not beresponsiblefor delays, additional costs, or other liabilitiescausedbyor associatedwiththeactsor omissionsof Client or Client-aﬃliatedthird-partyresources, includingtheir failuretoexecutetheClient responsibilities.● ServicesprovidedbySubmittablerelatingtosecurity, risk, governanceor othercompliance-relatedmattersdonot constitutelegal or regulatorycomplianceadvice. Client isresponsiblefor assessingitslegal, securityandregulatoryrequirementsandwhether useof theServicesmeetsthoserequirements.● Unlessspeciﬁedinthescopeof work, activities, or deliverables, Client will beresponsiblefor ensuringthat Client stakeholdersareawareandalignedtotheobjectivesof theengagement andavailabletomeet thetimelineof theengagement. For bothClient operatorsandendusers, asneeded, theClient willberesponsiblefor documentationof current andfuturestateprocesses, deﬁnitionof personasandusecases, communications, training, testing, anddeploymentsupport.● Correctionandreworkof deliverables, includingbuganderror ﬁxes, areconsideredchargeableproject time(“Normal Rework”) unlessSubmittablefailedtoutilizegoodcommercial practicesinthedevelopment of suchdeliverables(“Abnormal Rework”). Theeﬀort allocatedfor Normal Reworkwill betime-boxedandconstrainedsolelybytheproject budget remaining.Client Responsibilities:● Designateandprovideaccessthroughout theproject totheClient individualsservinginproject support roles, includingtheproject sponsor andstakeholders, eachhavingsuitableskills, experienceknowledge, capacityandsubject matter expertisefor theirrole● Providepromptlysuchinformation, documentation, decisions, approvalsandassistanceasrequestedor necessaryfor Submittable’sperformanceandmaintenanceof projectcadence.

2. Project Milestones&Phasesof Work
Task#
Task(Milestoneand/orDeliverable)
Assignee ExpectedStart Date
ExpectedDuration
1 Contract Close*
Submittable, Cityof Richmond
1/21/25(or prior) 1 day
2 Project KickoﬀMeetingandassettracker delivered
Submittable 1 weekaftercontract signing
1 day
3 Programbuildout (Initial form,Email templates, pagebranding) Submittable
4weeksaftercontract signing
~3weeks
4 User AcceptanceTesting
Cityof Richmond,Submittable
3/18/2025 1 day
5 ProgramFormLaunch&liveperiod**
Submittable 3/24/2025 2weeks
*All timelines are estimated based on a contract execution date on or around 01/21/2025.Should contract execution extend beyond the before date, the deadline for thesedeliverables is expected to move out by the same number of days equal to the number ofdayspost-signing. **In the week preceding ProgramFormLaunch, Parties agree to participate in a Go/No-Goprocessfor approval of theprogramlaunch.

SubmittableTeamTeammember Role+Responsibilities Contact InfoOliver Ludecke Director, CaliforniaPublicSector Grants [email protected] Wadood SolutionsEngineer [email protected] Customer SuccessEngineer TBDTBD Technical ImplementationEngineer TBD

CompletionCriteria
Submittable and City of Richmond agree that the project will be considered complete onceSubmittable delivers the ﬁnal project close-out reportstoCityof Richmond. Theestimateddateof thisdeliverableistheendof March, 2025.

ChangeControl Procedure
Changes to project scope, incorrect assumptionsor missingprerequisitesmayaﬀect cost,resources or schedule. Other circumstances may arise beyond Submittable’s control thatmay cause it to be unable to accomplish the project objectives and would require amodiﬁcation to this SOW. Any such modiﬁcation shall be a written amendment to thecontract that details material changes to staﬀ requirements, deliverables, fees andmilestones, as applicable. If the parties do not agree tosuchproposedamendment, theneither may suspend the Services to allowtime for the parties to agree on an alternativeamendment.

For Customer:
_________________________Signature
_________________________Print Name
_________________________Title
_________________________Date

Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT B

PAYMENT PROVISIONS

1. COMPENSATION TO CONTRACTOR:

a. Provided Contractor is not in default under this Contract, Contractor shall be compensated in the manner set forth herein.

b. All payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photocopying, meals and travel, etc.). Invoices shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request.

c. All City vendors receiving new contracts shall sign up to receive electronic payments through the City’s Automated Clearinghouse (ACH) payments service/provider.

2. SUBMISSION OF INVOICES:

Contractor shall submit timely invoices by email to
[email protected] and/or to the following address:

Attention: City of Richmond Finance/Account Payable
Project Manager: _______________________
P.O. Box 4046
Richmond, CA 94804

3. All invoices that are submitted by Contractor shall be subject to the approval of the City Project Manager, _______________________, before payments shall be authorized.

a. The City will pay invoice(s) within 45 days after completion of services to the City’s satisfaction. The City shall not pay late fees or interest.

b. All appropriate permits, certificates, and licenses, including a City business license shall be obtained and maintained for the duration of this Contract before any payment is authorized.

4. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract is executed by the City. The insurance coverage required by this Contract shall be maintained by Contractor for the duration of this Contract and must be in place before any payment is authorized.

Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

1. All required written notices shall be delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service; or (iii) sent by overnight or same day courier service at the party’s respective address listed in this Section.

2. Each notice shall be deemed to have been received on the earlier to occur of:
actual delivery or the date on which delivery is refused; or three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above (Sundays and City holidays excepted).

3. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address.

4. All notices, demands, requests, or approvals from Contractor to the City shall be addressed to the City at:

City of Richmond
450 Civic Center Plaza
Richmond, CA 94804
Email: ________________________________________________

5. All notices, demands, requests, or approvals from the City to Contractor shall be addressed to Contractor at:

Attn:

Email: ________________________________________________ Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT D

GENERAL CONDITIONS

1. INDEPENDENT PARTIES:

Contractor hereby declares that Contractor is engaged as an independent business and Contractor agrees to perform the services as an independent contractor.

The manner and means of conducting the services and tasks are under the control of Contractor except to the extent they are limited by statute, rule or regulation and the express terms of this Contract. No civil service status or other right of employment will be acquired by virtue of Contractor’s services. None of the benefits provided by the City to its employees, including but not limited to unemployment insurance, workers’ compensation plans, vacation and sick leave, are available from the City to Contractor, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any compensation due to Contractor. Payments of the above items, if required, are the responsibility of Contractor.

2. TIME IS OF THE ESSENCE:

Contractor and the City agree that time is of the essence regarding the performance of this Contract.

3. STANDARD OF CARE:

Contractor agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals or service Contractors, as applicable, in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City.

4. IMMIGRATION REFORM AND CONTROL ACT (IRCA):

Contractor assumes all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Contractor shall indemnify, defend, and hold the City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Contractor.

5. NON-DISCRIMINATION:

Consistent with the City’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Contractor and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, Contract No: ________ For the Contract between the City of Richmond and
_____________________________
disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities. Contractor agrees that any violation of this provision shall constitute a material breach of this Contract.

6. CITY PROPERTY:
a. Each and every report, draft, work product, map, record, applicable plans, drawings, calculation, data, specification, video, graphic, or any other material or document produced, prepared or caused to be prepared by Contractor pursuant to or in connection with this Contract shall be the exclusive property of the City.

b. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 11 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.

c. No report, information or other data given to or prepared or assembled by Contractor pursuant to this Contract shall be made available to any individual or organization by Contractor without prior approval of the City Manager or their designee.

d. Contractor shall, at such time and in such form as City Manager or their designee may require, furnish reports concerning the status of services and tasks required under this Contract.

7. RECORDS:

a. Contractor shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Contractor’s performance under the Contract, as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of the services and tasks under this Contract (collectively the “Records”).

b. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Contract. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Contractor for a period of five (5) years after receipt of final payment.

Contract No: ________ For the Contract between the City of Richmond and
_____________________________
c. If supplemental examination or audit of the Records is necessary due to concerns raised by the City’s preliminary examination or audit of records, and the City’s supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Contract or failure to act in good faith, then Contractor shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.

8. PERMITS AND LICENSES:

Contractor, at its sole expense, shall obtain and maintain during the term of this Contract, all appropriate permits, certificates and licenses, including a City business license, required in connection with the performance of the services and tasks hereunder.

The failure to obtain such permits and licenses shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.

9. TERMINATION:

a. Termination Without Default. Notwithstanding any provision herein to the contrary, the City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder immediately upon transmission of written notice to Contractor as provided in Exhibit C “Authorized Representatives and Notices”.

b. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Exhibit B; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.

10. CONFLICT OF INTEREST:

Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under Contract No: ________ For the Contract between the City of Richmond and
_____________________________
this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.

11. HOLD HARMLESS:

a. To the fullest extent permitted by law, Contractor shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents and volunteers (“Indemnitees”) from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including attorney’s fees and costs of litigation (“Claims”), arising from or in any manner connected to Contractor’s performance of its obligations under this Contract or failure to comply with any of its obligations under this Contract or out of the operations conducted by Contractor even if the City is found to have been negligent. If the Claims filed against Indemnitees allege negligence, recklessness or willful misconduct on the part of Contractor, Contractor shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence, recklessness or willful misconduct is not found on the part of Contractor. Contractor shall not have any obligations to indemnify Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful misconduct of the City. The defense and indemnification obligations of this Contract are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Contract.

b. This indemnification obligation shall survive this Contract and shall not be limited by any term of any insurance policy required under this Contract; provided however, that if this Contract is for design professional services, this indemnity provision is limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design professional (as defined in California Civil Code section 2782.8).

12. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT:

a. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.

b. Contractor shall not assign, sublease, hypothecate, or transfer this Contract, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of the City Manager. Contractor shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desired transfer.

The City Manager or their designee may consent or reject such request in their sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for Contract No: ________ For the Contract between the City of Richmond and
_____________________________
money against the City under this Contract may be assigned by Contractor to a bank, trust company or other financial institution without prior written consent.

c. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint- venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.

d. Only those persons and/or businesses whose names and resumés are attached to this Contract shall be used in the performance of this Contract. However, if after the start of this Contract, Contractor wishes to use sub-contractors, at no additional costs to the City, then Contractor shall submit a written request for consent to add sub- contractors including the names of the sub-contractors and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion.

e. Each sub-contractor shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Contractor.

f. In addition, any tasks or services performed by sub-contractors shall be subject to each provision of this Contract. Contractor shall include the following language in their Contract with any sub-contractor: “Sub-Contractors hired by Contractor agree to be bound to Contractor and the City in the same manner and to the same extent as Contractor is bound to the City.”

g. The requirements in this Section 12 shall not apply to persons who are merely providing materials, supplies, data or information that Contractor then analyzes and incorporates into its work product.

13. SAFETY:

a. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor will be solely and completely responsible for conditions of all vehicles owned or operated by Contractor, including the safety of all persons and property during performance of the services and tasks under this Contract.

Contractor shall assume sole and complete responsibility for the safety of Contractor's employees and any of subcontractor's employees This requirement will apply continuously and not be limited to normal working hours. In addition, Contractor will comply with all safety provisions in conformance with U.S. Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable Contract No: ________ For the Contract between the City of Richmond and
_____________________________
federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Contract. Where any of these are in conflict, the more stringent requirements will be followed. Contractor’s failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein.

b. Contractor will immediately notify the City (in no event less than 24 hours) of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Contract. Contractor will promptly submit to the City a written report of all incidents that occur in connection with this Contract. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Contractor’s employee(s) involved in the incident; (iii) name and address of Contractor’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.

c. Contractor acknowledges that the City shall have the right to impose, at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Contractor agrees to comply with all such requirements, including, but not limited to, mandatory vaccinations, the use of personal protective equipment (e.g. masks), physical distancing, and health screenings.

Contractor also agrees to make available to the City, at the City’s request, records to demonstrate Contractor’s compliance with this Section.

14. INSURANCE:

Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.

15. COMPLIANCE WITH ALL APPLICABLE LAWS:

a. During the term of this Contract, Contractor shall keep fully informed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Richmond which affect the manner in which the services or tasks are to be performed by Contractor, as well as all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Contractor shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or issued by the City. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50,

2.52, 2.56, and 2.60, if applicable.

b. Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor is required to provide the City with documents and information verifying its compliance with the Living Wage Ordinance. Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance as prescribed in § 2.60.070 of the Municipal Code.

Contract No: ________ For the Contract between the City of Richmond and
_____________________________

c. Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or sub-Contractor under an agreement or sub-agreement with the City for public works, goods or services to refrain from discriminatory employment or practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential sub-contractor.

d. Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at http://www.ci.richmond.ca.us/workplacepolicies.

Contractor agrees to abide by the terms and conditions of said policies.

16. INTEGRATED CONTRACT:

The Recitals and exhibits are a material part of this Contract and are expressly incorporated herein. This Contract represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Contract will be effective only by written execution signed by both the City and Contractor.

17. CONFLICTING PROVISIONS:

In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Condition as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.

18. FORCE MAJEURE:

Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.

19. CONFLICT OF LAW:

This Contract shall be interpreted under, and enforced by the laws of the State of Contract No: ________ For the Contract between the City of Richmond and
_____________________________
California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Contract and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Contract (or the successors of those authorities). Any suits brought pursuant to this Contract shall be filed with the courts of the County of Contra Costa, State of California.

20. CLAIMS:

Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.

21. INTERPRETATION:

This Contract shall be interpreted as if drafted by both parties.

22. WARRANTY:

If any product is be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.

23. SEVERABILITY:

In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.

24. AUTHORITY:

City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that they are duly authorized to enter into and execute this Contract on behalf of Contractor, Contract No: ________ For the Contract between the City of Richmond and
_____________________________
and shall be personally liable to City if they are not duly authorized to enter into and execute this Contract on behalf of Contractor.

25. WAIVER:

The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach. Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor’s performance, or payment therefore, or any combination of these acts, shall not relieve the Contractor’s obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.

26. COUNTERPARTS:

This Contract may be executed in any number of counterparts (including by fax, PDF, DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

27. SANCTUARY CITY CONTRACTING ORDINANCE (SCCO):

The Richmond Sanctuary City Contracting Ordinance No. 12-18 prohibits the City from granting and or retaining contracts with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor must submit the Sanctuary City Compliance Statement, attached hereto as Exhibit G.

Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT E

SPECIAL CONDITIONS

The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable, otherwise please state “NONE”):

Submittable Customer Terms of Service v1.4 Page 1 of 29 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 City of Richmond, California, 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 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, Submittable Customer Terms of Service v1.4 Page 2 of 29 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 any 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. Customer 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: [email protected]; 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.

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 after 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 manner 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 Submittable Customer Terms of Service v1.4 Page 3 of 29 information, debugging, feature development, performance 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 request; 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 access to and use of the Services directly or indirectly by or through the Customer systems or its Authorized Users’ access credentials; and (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.

Submittable Customer Terms of Service v1.4 Page 4 of 29

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 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 Information, 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 Federal Defend Trade Secrets Act of 2016. See 18 U.S.C. § 1833(b).

9. Intellectual Property Ownership; Feedback.

Submittable Customer Terms of Service v1.4 Page 5 of 29

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 Customer 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- [email protected].

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 acknowledging 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 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 Submittable Customer Terms of Service v1.4 Page 6 of 29 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 laws 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 permit 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.

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 this 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.

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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 for 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 written 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;

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 proceeding 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 material 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.

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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 no 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 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 provision 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 Submittable Customer Terms of Service v1.4 Page 9 of 29 and agrees that, in the event of such breach or threatened breach, the other Party 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.

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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 waiting 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 timeframes:

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%).

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; (2) 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; (3) Customer’s operation of, or access to, Customer or a third-party’s system or network; or (4) any Force Majeure event.

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8. Customer Obligations. Customer shall promptly notify Submittable of any Error and provide Submittable with reasonable detail of the nature and circumstances 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.

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EXHIBIT B

DATA 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 Customer 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.
“UK Standard Contractual Clauses” means the addendum to the Standard Contractual Clauses issued by 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.

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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 DPA 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”).

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.

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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 exercise 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 directly 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.

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 negligence, 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 Submittable Customer Terms of Service v1.4 Page 15 of 29 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 courts 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 Standard 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 replaced 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.

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.

Submittable Customer Terms of Service v1.4 Page 16 of 29

11.1. Submittable shall, to the extent legally permitted, promptly notify Customer if it receives 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 DPA 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 deficiencies identified in a Submittable Audit Report. During the Term, unless a Security Breach has occurred, Customer agrees that the Submittable Audit 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:

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 Submittable 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; Submittable Customer Terms of Service v1.4 Page 17 of 29

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 audit; 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 will 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.

Submittable Customer Terms of Service v1.4 Page 18 of 29 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; [email protected] ■ 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 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
Submittable Customer Terms of Service v1.4 Page 19 of 29

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 used 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.

Submittable Customer Terms of Service v1.4 Page 20 of 29 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, integrity, 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

5.1. All databases can only be accessed by Submittable’s private subnet.

5.2. Customers and End Users access Submittable accounts over HTTPS.

Submittable Customer Terms of Service v1.4 Page 21 of 29

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.

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.

Submittable Customer Terms of Service v1.4 Page 22 of 29

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.

Submittable Customer Terms of Service v1.4 Page 23 of 29

EXHIBIT C

EXAMPLE AUTOMATED EMAIL

Submittable Customer Terms of Service v1.4 Page 24 of 29

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 Addendum 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 Account 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 circumstances shall Submittable or Processor be obligated to perform any transaction for which there are insufficient funds in the Processor Account. If any transaction is rejected for insufficient funds, Customer shall be liable to Submittable and Processor 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 Submittable Customer Terms of Service v1.4 Page 25 of 29 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 [email protected]. 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 Processor 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 anti-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 otherwise prohibited under federal or state law from receiving any funds distributed through the Distribution Services.

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. Without limiting the foregoing, Submittable shall have no liability for Losses of any kind incurred by Customer as a Submittable Customer Terms of Service v1.4 Page 26 of 29 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; (iv) Customer’s or a Recipient’s breach of any Processor Terms; or (v) 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.

Submittable Customer Terms of Service v1.4 Page 27 of 29

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 Customer’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 Section 509(a)(3) supporting organizations) and schools recognized by the Department of Education National Center for Education Statistics (“NCES”). Through Give, 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, 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 the 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. The DAF may choose, in its sole discretion, to allow Donor to make an alternate recommendation, but it is not obligated to do so.

3.1. Unused Funds. Customer acknowledges and agrees that the DAF may make grants, in its sole discretion, with Donor contributions, in the following circumstances:

3.1.1. Donor has left Customer’s employ;

3.1.2. The TOS is terminated; or

3.1.3. Donor’s recommended recipient rejects the donation or is not operating.

3.2. Prohibited Categories. The following categories of organizations, activities, or purposes shall be deemed ineligible for charitable donation recommendations and will be rejected by the Give services:

3.2.1. Organizations that are not described in Section 501(c)(3) of the Internal Revenue Code at the time of the payment to the recommended organization or are not in good standing under the applicable laws and regulations, including, but not limited to:
(a) Political parties or campaign organizations involved in the election of candidates; (b) For-profit entities and any commercial ventures;

3.2.2. Organizations that are Section 501(c)(3) private foundations or “supporting organizations” described in Section 509(a)(3) of the Internal Revenue Code;

3.2.3. Individuals, except for payments to educational institutions for the general purpose of scholarships which the educational institutions selects; Submittable Customer Terms of Service v1.4 Page 28 of 29

3.2.4. Activities that are illegal or in violation of federal, state, or local laws, including organizations that discriminate on the basis of race, religion, gender, sexual orientation, age, national origin, or disability;

3.2.5. Organizations that are a government sanctioned entity, hate group, or exhibiting any other criteria indicative of a legal or reputation risk to the DAF; Submittable; Submittable’s affiliates, consultants, contractors, or agents; or other customers of Submittable; or

3.2.6. Any recommendation that provides more than an “incidental benefit” to the Donor including any recommended payment that results in any goods or services being provided to the Donor as a result of the payment .

3.3. Redirection or Redesignation of Funds. If the DAF cannot legally or practically follow Customer’s or Donor’s grant recommendation, the DAF may redirect or redesignate funds to an eligible alternative charity. In such circumstances, all tax receipts generated for the original donation are deemed to be valid, as they were made to the DAF and not the originally recommended charity.

3.4. Refunds. All contributions made by You and/or a Donor through Give are final and non-refundable.

3.5. Credit Card Ingress. Submittable will consider and potentially accept chargeback requests submitted by a Donor’s credit card issuer, based on Submittable’s sole judgment, specifically in instances where the transactions are evidently erroneous.

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 such that Submittable is unable to transfer the donated funds at the time of a Donor’s donation, 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 Costs and Fees. Customer understands that there are administrative costs, expenses and fees associated with maintaining Give and that an administrative fee may be deducted from the amount of any grant the DAF makes to a charitable recipient, as may be set forth on the Order Form.

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 connection with a Give transaction, the value of Your donation will be reduced by the value of the goods or services You received and you will be subject to a tax of 125% of the recommended. 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.Dual Receipts. Upon making a donation through Give, Donor shall receive an immediate receipt generated by the Give services as evidence of the contribution. In instances where Donor employs a credit card for the transaction and designates specific recommendations for the distribution of the charitable donation, it is possible that a secondary receipt will be issued directly by the beneficiary charity. This subsequent receipt, while confirming the donation’s final allocation, is considered duplicative and shall not be utilized for the purposes of annual donation reporting. For the purpose of claiming a charitable deduction on tax returns, only the initial receipt provided by the Give services may be utilized. The responsibility to ascertain the appropriateness and application of such deduction, including adherence to all applicable laws and regulations, resides solely with Donor. It is imperative that Donor engages the services of a qualified tax advisor to ensure compliance and maximization of tax benefits in accordance with their individual financial situation. Customer bears sole responsibility for ensuring Donors are aware of their responsibilities under this section.

10.Disbursement Timing. DAF, in its sole discretion, determines whether and when to make disbursements to the beneficiary charity. For clarity, while a beneficiary charity may see undisbursed donations or grants listed Submittable Customer Terms of Service v1.4 Page 29 of 29 in [**], DAF maintains exclusive legal control and discretion over the donated/granted funds; the beneficiary charity has NO ownership of or claim, right or entitlement to the donated/granted funds held by DAF. While DAF may typically disburse to a beneficiary charity during the calendar month that follows the month in which DAF received a donation or grant (e.g. if DAF received a donation/grant in January, then it would typically disburse such donation/grant, less fees, to a beneficiary charity in February), there are several exceptions to regular cadence disbursements such as when minimum donation/disbursement thresholds or maximum limits apply, if the beneficiary charity requires different timing for disbursement, if disbursements have been suspended or terminated as referenced in Section 4 of this Addendum, etc.

11.Disclaimer. Customer acknowledges and agrees that:

11.1. 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.

11.2. (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.

12.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.

13.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.

Contract No: ________ For the Contract between the City of Richmond and
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EXHIBIT F

INSURANCE PROVISIONS
☐ CHECK HERE IF RISK MANAGEMENT HAS APPROVED WAIVING INSURANCE REQUIREMENTS FOR THIS CONTRACT.

1. CERTIFICATES: Before the commencement of the terms of this Contract, and during the entire term of this Contract and any extension or modification thereof, Contractor shall furnish the City’s Risk Manager with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with coverage requirements set forth by the City and incorporated herein.

Such certificates, which do not limit Contractor’s indemnification, shall also contain substantially the following statement:
“Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the City of Richmond.

Attention: Risk Manager.”
Contractor shall maintain in force at all times during the performance of this Contract all appropriate coverage of insurance required by this Contract with an insurance company licensed to offer insurance business in the State of California with a current A.M. Best’s rating of no less than A:VII or Standard & Poor’s Rating (if rated) of at least BBB unless otherwise acceptable to the City. Contractor shall deliver updated insurance certificates to the City at the address set forth in Exhibit C prior to the expiration of the existing insurance certificate for the duration of the term of Contract.

Endorsements naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers as additional insured shall be submitted with the insurance certificates.

2. COVERAGE REQUIREMENTS: The City’s insurance requirements depend upon the type of service being provided and/or the provider. The City’s insurance requirements will fall into one of the following categories (unless otherwise provided by the City):

Consultants and Contractors – Type 1
Professional Services – Type 2
Environmental Risk/Hazardous Waste Material – Type 3
Lease of City Property – Type 4
Vendors, Suppliers, Small Grant Recipients & Nonprofit Organizations – Type 5 Transportation Providers – Type 6
Professional Services Pyrotechnics – Type 7
Cyber and I.T. Risks – Type 8
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
The insurance requirements classification applicable to this Contract shall be attached to this Exhibit F and made a part hereof.

3. FAILURE TO SECURE: If Contractor at any time during the term hereof should fail to secure or maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Contractor’s name or as an agent of Contractor and shall be compensated by Contractor for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.

4. SUFFICIENCY OF INSURANCE: The insurance limits required by the City are not represented as being sufficient to protect Contractor. Contractor is advised to consult Contractor’s insurance broker to determine adequate coverage for Contractor. The coverage and limits shall be (1) the minimum coverage and limits specified in this Contract; or (2) the broader coverage and maximum limits of the coverage carried by or available to Contractor; whichever is greater.

INSERT INSURANCE REQUIREMENTS CLASSIFICATION APPLICABLE TO THIS CONTRACT: (IF NECESSARY, CONFIRM WITH RISK MANAGER)
Contract No: ________ For the Contract between the City of Richmond and
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EXHIBIT G

SANCTUARY CITY COMPLIANCE STATEMENT

The undersigned, (hereafter "Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”).

Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor understands the meaning of the following terms used in the SCCO:

a. "Data Broker” means either of the following:

i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies;

ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.

b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar services."

Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.

Contractor further understands and agrees that Contractor's failure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.

By executing this statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing. Any person or entity who knowingly or willingly supplies false information in violation of the SCCO shall be guilty of a misdemeanor and subject to a $1,000 fine.

Based on the foregoing, the undersigned declares under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

Printed Name: Title:

Signed: Date:

Business Entity:
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In all instances where a CONTRACTOR or its representatives will be conducting business and/or providing services, the City requires the following MINIMUM insurance requirements and limits.

CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.

CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery. CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.

Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.

City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.

Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy.

The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.

Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:

1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001) including coverage for bodily and personal injury, property damage, and products and completed operations.

2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto)

3. Original and Separate Additional Insured Endorsements for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.

4. Workers’ Compensation Insurance as required by the State of California including Employer’s Liability coverage.

5. Original and Separate Waiver of Subrogation for Workers’ Compensation and Builder’s Risk/ Course of Construction Insurance.

6. Cyber Liability Insurance

Required Coverage

Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease.

If CONTRACTOR is self-insured, provide a certificate of Permission to Self- Insure, signed by the California Department of Industrial Relations and Self- Insurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.

General Liability
(primary and excess limits
combined)

PROJECT COST REQUIRED LIMIT
$0 - $5 million $2 million p/o
$5 million - $10 million $5 million p/o
Over $10 million $10 million p/o
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Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.

Cyber Liability Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.

If the Vendor maintains broader coverage and/or higher limits than the minimums shown above, the Entity requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Entity.

Same limits as General Liability.

Required Policy Conditions
A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.

Additional Insured Endorsement

Additional Insured Endorsement
(continued)

Applicable to General Liability Coverage.

The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured, including but not limited to bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.

ISO form CG 20 10 (11/85) or its equivalent is required. The endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required.

SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.
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Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers Compensation and Builder’s Risk/ Course of Construction coverage during the life of this contract.

SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.

Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.

1. Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverages and cover those insured in the underlying policies.

Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non- renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.

Subcontractors

CONTRACTOR
shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.

CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. The fact that insurance is obtained by CONTRACTOR, and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.

Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin. The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.

Original insurance certificates and required policy endorsements shall be mailed, or delivered to the Designated Project Manager for the City of Richmond.

Insurance certificates and endorsements may be faxed to the Designated Project Manager. However, Contractor must mail the original certificates and endorsements to Designated Project Manager once faxed.

Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until ___ Exhibit F
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insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.

If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.

Cancellation

CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City.

Reporting Requirements

Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.

Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable.

Richmond City CouncilFebruary 4, 2025

Richmond City Council
February 4, 2025