Terms & Conditions for use of DocuSign Services
1. ACCEPTANCE OF TERMS AND CONDITIONS.
These Terms and Conditions govern your ("Customer" or "you") use of DocuSign's On-demand Electronic Signature Service (the "Hosted Services"), as accessed either directly through DocuSign.com, or through a DocuSign affiliate’s web page offering a Service Plan (collectively, the "Site"). By depositing any document into the System (as defined below), you accept these Terms and Conditions (including your corresponding pricing structure and all policies and guidelines referenced and hereby incorporated into these Terms and Conditions) and any modifications that may be made to the Terms and Conditions from time to time; if you do not agree to these Terms and Conditions, you should not use the Hosted Services or visit or browse the Site. These Terms and Conditions constitute a binding legal agreement between you and DocuSign, Inc. ("DocuSign," "we," "us," and "our"). Please read them carefully and print a copy for your future reference.
2. MODIFICATION OF TERMS AND CONDITIONS.
We reserve the right to modify these Terms and Conditions at any time and in any manner at our sole discretion by (a) posting a revision on this Site or (b) sending information regarding the amendment to the email address you provide to us. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THIS SITE TO OBTAIN TIMELY NOTICE OF ANY AMENDMENTS. YOU SHALL BE DEEMED TO HAVE ACCEPTED SUCH AMENDMENTS BY CONTINUING TO USE THE HOSTED SERVICES FOR MORE THAN 20 DAYS AFTER SUCH AMENDMENTS HAVE BEEN POSTED OR INFORMATION REGARDING SUCH AMENDMENTS HAS BEEN SENT TO YOU. You agree that we shall not be liable to you or to any third party for any modification of the Terms and Conditions.
3. HOSTED SERVICES DEFINITIONS
"Account" means a unique account established by Customer in order to gain access to the Hosted Services.
"Administrative Users" means the employees and third party agents whom Customer authorizes to grant Account access and user privileges to Authorized Users.
"Authorized Users" means the employees and third party agents whom Administrative Users authorize to access and use the Account on behalf of Customer.
"Capacity" means the number of Envelopes purchased for use by a Customer for the year from the order start date.
"Depositing Party" refers to an Authorized User that deposits a document into the System to be delivered for review, acknowledgement, electronic signature, and storage, as applicable.
"eContract" refers to a contract, notice, disclosure, or other record or document deposited into the System by a Depositing Party for delivery, access, review, acknowledgment and/or electronic signature, and storage, as applicable.
"Envelope" means an envelope containing electronic documents consisting of a single page or a group of pages of data uploaded to the System. .
"Service Plan" means the right to access and use the Hosted Services for a specified period in exchange for a periodic fee, subject to the Service Plan restrictions and requirements that are used to describe the selected Service Plan on the Site. Restrictions and requirement may include any or all of the following: (a) number of signer pages and/or copy pages that a Customer may use in a month or year for a fee; (b) fee for extra signer pages, copy pages or Envelopes that exceed the number of pages or Envelopes allocated to Customer under the Service Plan; (c) per-seat or per-user restrictions; (d) the license to use DocuSign software products such as DocuSign Professional in connection with the Hosted Services; and (e) per use fees.
"System" refers to the software systems and programs,
communication and network facilities, and hardware and equipment
used by DocuSign or its agents to provide the Hosted Services.
4. HOSTED SERVICES
DocuSign will provide the Hosted Services in material conformance within the DocuSign Hosted Services Specifications. Customer's Authorized Users may register to obtain an Account, and subject to these Terms and Conditions, use the Hosted Services to deliver, access, review, acknowledge receipt of, electronically sign, and store, as applicable, eContracts. You must be 18 years of age or older to register for an Account and use the Hosted Services. Customer's right to use the Hosted Services is limited to its Authorized Users, and Customer agrees not to resell the use of the Hosted Services.
Customer's use of the Hosted Services is subject to the following:
Each Authorized User must fully read each and every eContract to which it applies its electronic signature using the Hosted Services;
Customer acknowledges and agrees that nothing in these Terms and Conditions or under the Hosted Services will be considered to make DocuSign a party to any eContract, and DocuSign makes no representation or warranty regarding the transactions sought to be effected by any eContract;
Customer acknowledges and agrees that DocuSign maintains no control of or access to the contents of any eContract and the content, quality, and format of any eContract is completely within the exclusive control of the Depositing Party;
The Services may provide options designed to verify the identity of the intended recipient of an eContract deposited into the System ("Authentication Measures"). Customer acknowledges and agrees that DocuSign (a) will apply only those Authentication Measures (if any) selected by the Depositing Party, (b) makes no representations or warranties regarding the appropriateness of such Authentication Measures, and (c) assumes no liability or responsibility for a party's inability or failure to satisfy any particular Authentication Measure;
Customer acknowledges and agrees that (a) if an eContract has not been completed within a certain period of time specified in the Hosted Services Specifications, the eContract will be deleted from the System, and (b) DocuSign assumes no liability or responsibility for a party's failure or inability to electronically sign any eContract within such a period of time;
If a statute, regulation, or other rule of law requires that information relating to a transaction or transactions in or affecting interstate or foreign commerce be provided or made available to a "consumer" (as defined therein) in writing, and to the extent that a Depositing Party or any party to an eContract is deemed a "consumer," Customer is solely responsible for ensuring that the use of an electronic record to provide or make available (whichever is required) such information satisfies the requirement that such information be in writing. Additionally, Customer is solely responsible for ensuring that its use of the Hosted Services complies with all applicable laws, including electronic signature law. DocuSign assumes no responsibility to determine whether a written consumer disclosure is required with regard to a transaction represented by an eContract, and, further, DocuSign assumes no responsibility to provide any such disclosures or to obtain any consumer consents;
Customer acknowledges and agrees that applicable electronic signature law does not extend to all types of agreements and documents and certain types of agreements and documents are excepted from applicable electronic signature law, such that they cannot be legally formed by electronic signatures; additionally, various agencies may have promulgated specific regulations that apply to electronic signatures and electronic records, and DocuSign assumes no responsibility to determine whether any particular eContract is an exception to applicable electronic signature law or whether it is subject to any particular agency promulgations and whether it can be legally formed by electronic signatures; and
Customer acknowledges and agrees that DocuSign has no responsibility to internally view or control the content, quality, or format of any eContract or consumer disclosure.
5. PRICING AND PER USE PURCHASES.
The prices, features, and options of the
Hosted Services available for an Account depend on the pricing structure assigned by DocuSign to Customer and the level of service, features, and promotions selected by Customer. Depending on the pricing structure assigned to Customer by DocuSign, Customer may (a) purchase the Hosted Services on a per use basis (e.g., ID check) and/or (b) purchase the Hosted Services as Capacity or (c) purchase the Hosted Services as part of a Service Plan. DocuSign may change Customer's pricing structure without prior written notice.
Customer's per use charges are measured at the time of use and are specific to the number of units of the service(s) used during the period.
Customer’s consumption of Capacity is calculated by the sum of all Envelopes that have been sent during the measurement period. Envelopes may be sent to any number of recipients who may sign in any number of places within the contents of the sent Envelope. Customer’s Account will be deemed to have consumed an Envelope at the time the Envelope is sent by Customer. Any unused Envelopes will expire and not carry over beyond the term of the Capacity purchased. In addition, if Customer exceeds the Envelope Capacity, Customer’s Account may be suspended until additional Capacity is purchased.
Customer's use under a Service Plan is measured based on the actual number of seats, users, signer-pages and/or copy-pages, and/or Envelopes, as described in the Service Plan on the Site. If a Service Plan specifies a "per user" or "per seat" fee, access to and use of the Hosted Services to create or send Envelopes is restricted to one named Authorized User and 30 sent Envelopes per calendar month. Once a per-set or per-user Service Plan is established, the right of the named Authorized User to access and use the Hosted Services is not transferable; any additional or different named Authorized Users must purchase per-seat or per-user Service Plans to send Envelopes. Extra seats, users, pages and/or per use fees will be charged as set forth in Customer's Service Plan. Any unused Envelopes or pages will expire and not carry over from month to month under a Service Plan. In the event Customer exceeds use restrictions under a Service Plan, DocuSign reserves the right to transfer Customer into a higher-tier Service Plan without notice.
If you misrepresent your eligibility for any pricing structure, you agree to pay us the additional amount you would have been charged under the most favorable pricing structure for which you are eligible.
6. BUSINESS AGREEMENT BENEFITS.
You may receive or be eligible
for certain pricing structures,
discounts, features, promotions, and other benefits (collectively, "Benefits")
through a business or government customer's agreement with us (a "Business
Agreement"). Any and all such Benefits are provided to you
solely as a result of the corresponding Business Agreement and such
Benefits may be modified or terminated without notice. If you use
the Hosted Services where a business or government entity pays your
charges or is otherwise liable for the charges, you authorize us
to share your account information with that entity and/or its authorized
agents. If you are on a either Capacity or Service Plan or receive
certain Benefits tied to a Business Agreement with us, but you are
liable for your own charges, then you authorize us to share enough
account information with that entity and its authorized agents to
verify your continuing eligibility for those Benefits and either
the Capacity or Service Plan.
7. FEES AND PAYMENT
The Hosted Services rates, charges, and other conditions for use are set forth in the Site and/or in the applicable Customer Order Form. For more information on pricing, please go to the pricing FAQ. Customer will pay DocuSign the applicable charges for the Hosted Services as set forth on the Site. Charges for Capacity and Pre-paid Service Plans will be billed to Customer in advance. Charges for per use purchases and standard Service Plan charges will be billed in arrears.
When you register for an Account you will be required to provide DocuSign with accurate, complete, and current credit card information for a valid credit card that you are authorized to use. You must promptly notify us of any change in your invoicing address or changes related to the credit card used for payment. By completing your registration for the Hosted Services, you authorize DocuSign or its agent to bill your credit card the applicable Hosted Services charges, any and all applicable taxes, and any other charges you may incur in connection with your use of the Hosted Services, all of which will be charged to your credit card. Each time you use the Hosted Services, or allow or cause the Hosted Services to be used, you reaffirm that we are authorized to charge your credit card. You may terminate your Account and revoke your credit card authorization as set forth in the Term and Termination section of these Terms and Conditions.
We will provide you with one invoice in a format we choose, which may change from time to time, for all Hosted Services associated with each Account and any charges of a third party on whose behalf we bill. Payment of all charges is due and will be charged to your credit card upon your receipt of an invoice. Billing cycle end dates may change from time to time. When a billing cycle covers less than or more than a full month, we may make reasonable adjustments and prorations. If your Account is a qualified business account and is approved by us in writing for corporate billing, charges will be accumulated, identified by Account identification number and invoiced on a monthly basis. You agree that we may (at our option) accumulate charges incurred during your monthly billing cycle and submit them as one or more aggregate charges during or at the end of each cycle, and that we may delay obtaining authorization from your card issuer until submission of the accumulated charge(s). This means that accumulated charges may appear on the statement you receive from your card issuer.
If DocuSign does not receive payment from your credit card provider, you agree to pay all amounts due upon demand. DocuSign reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
Your card issuer's agreement governs your use of your card in connection with the Hosted Services, and you must refer to such agreement (not these Terms and Conditions) with respect to your rights and liabilities as a cardholder. You are solely responsible for any and all fees charged to your credit card by the issuer, bank, or financial institution including, but not limited to, membership, overdraft, insufficient funds, and over the credit limit fees. You agree to notify us about any billing problems or discrepancies within 20 days after they first appear on your invoice. If you do not bring them to our attention within 20 days, you agree that you waive your right to dispute such problems or discrepancies.
We may modify the price, content, or nature of the Hosted Services at any time. If we modify any of the foregoing terms, you may cancel your registration and use of the Hosted Services. We may provide notice of any such changes by e-mail, notice to you upon log-in, or by publishing them on the Site. Your payment obligations survive any termination of your use of the Hosted Services.
Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable usury law, whichever is less, determined and compounded daily from the date due until the date paid. Customer will reimburse any costs or expenses (including, but not limited to, reasonable attorneys' fees) incurred by DocuSign to collect any amount that is not paid when due. DocuSign may accept any check or payment in any amount without prejudice to DocuSign's right to recover the balance of the amount due or to pursue any other right or remedy. Amounts due from Customer under these Terms and Conditions may not be withheld or offset by Customer against amounts due to DocuSign for any reason. All amounts payable under these Terms and Conditions are denominated in United States dollars, and Customer will pay all such amounts in United States dollars.
Other than federal and state net income taxes imposed on DocuSign
by the United States, Customer will bear all taxes, duties, and
other governmental charges (collectively, "taxes") resulting
from these Terms and Conditions. Customer will pay any additional
taxes as are necessary to ensure that the net amounts received by
DocuSign after all such taxes are paid are equal to the amounts
that DocuSign would have been entitled to in accordance with these
Terms and Conditions as if the taxes did not exist.
8. DEPOSITS, SERVICE LIMITS, CREDIT REPORTS, AND RETURN OF BALANCES.
You
authorize us to ask consumer reporting
agencies or trade references to
furnish us with employment and
credit information, and you consent to our rechecking and reporting
personal and/or business payment and credit history if, in our sole
discretion, we so choose. If you believe that we have reported inaccurate
information about your account to a consumer reporting agency, you
may send a written notice describing the specific inaccuracy to
the address provided in the Notices section below. For you to receive
Services, we may require a deposit or set a service limit. The deposit
will be held as a partial guarantee of payment. It cannot be used
by you to pay your invoice or delay payment. Unless otherwise required
by law, deposits may be mixed with other funds and will not earn
interest. We reserve the right to increase your deposit if we deem
appropriate. You may request that we reevaluate your deposit on
an annual basis, which may result in a partial or total refund of
the deposit to you or credit to your account. If you default or
this Agreement is terminated, we may, without notice to you, apply
any deposit towards payment of any amounts you owe to us. After
approximately 90 days following termination of this Agreement, any
remaining deposit or other credit balance in excess of $10 will
be returned without interest, unless otherwise required by law,
to you at your last known address. You agree any amounts under $10
will not be refunded to cover our costs of closing your account.
If the deposit balance is undeliverable and returned to us, we will
hold it for you for one year from the date of return and, during
that period, we may charge a service fee against the deposit balance.
You hereby grant us a security interest in any deposit we require
to secure the performance of your obligations under these Terms
and Conditions.
9. TERM AND TERMINATION
The term of these Terms and Conditions for each Account begins
on the date you register for an Account and ends when that Account
is terminated. You may terminate your Account at any time upon 30
days advance written notice to DocuSign following the Notice procedures
set forth in these Terms and Conditions. For any termination (including
when you switch your Account), you will be responsible for payment
of all fees and charges through the end of the billing cycle in
which termination occurs. You will be in default of these Terms
and Conditions if you (a) fail to pay any amount owed to us or an
affiliate of ours or any amount appearing on your invoice; (b) have
amounts still owing to us or an affiliate of ours from a prior account;
(c) breach any provision of these Terms and Conditions; (d) violate
any policy applicable to the Hosted Services; (e) are subject to
any proceeding under the Bankruptcy Code or similar laws; or (f)
if, in our sole discretion, we believe that your continued use of
the Hosted Services presents a threat to the security of other users
of the Hosted Services. If you are in default, we may, without notice
to you, suspend your Account and use of the Hosted Services, withhold
refunds and terminate your Account, in addition to all other remedies
available to us. We may require reactivation charges to reactivate
your Account after termination or suspension. The following provisions
will survive the termination of these Terms and Conditions and your
Account; sections 3, 7-13, and 15-19.
10. CUSTOMER WARRANTIES AND DISCLAIMER OF WARRANTIES
You hereby represent and warrant to DocuSign that: (a) you have
all requisite rights and authority to use the Hosted Services under
these Terms and Conditions and to grant all applicable rights herein;
(b) the performance of your obligations under these Terms and Conditions
will not violate, conflict with, or result in a default under any
other agreement, including confidentiality agreements between you
and third parties; (c) you will use the Hosted Services for lawful
purposes only and subject to these Terms and Conditions; (d) you
are responsible for all use of the Hosted Services in your Account,
(e) you are solely responsible for maintaining the confidentiality
of your Account names and password(s); (f) you agree to immediately
notify us of any unauthorized use of your Account of which you become
aware; (g) you agree that DocuSign will not be liable for any losses
incurred as a result of a third party's use of your Account, regardless
of whether such use is with or without your knowledge and consent;
(h) you will not use the Hosted Services in any manner that could
damage, disable, overburden or impair the System, or interfere with
another's use of the Hosted Services; (i) any information submitted
to DocuSign by you is true, accurate, and correct; and (j) you will
not attempt to gain unauthorized access to the System or the Hosted
Services, other accounts, computer systems, or networks under the
control or responsibility of DocuSign through hacking, cracking,
password mining, or any other unauthorized means. THE HOSTED SERVICES
AND THE SITE ARE PROVIDED "AS IS." DOCUSIGN MAKES NO REPRESENTATION
OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT
OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER.
DOCUSIGN EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR CUSTOMER'S PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT.
DOCUSIGN DOES NOT WARRANT THAT THE HOSTED SERVICES OR SITE ARE ERROR-FREE,
WILL MEET CUSTOMER'S REQUIREMENTS, OR BE TIMELY AND SECURE. CUSTOMER
WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THE USE
OF THE HOSTED SERVICES AND SITE. CUSTOMER WILL NOT HAVE THE RIGHT
TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF DOCUSIGN
TO ANY THIRD PARTY. USE OF THE HOSTED SERVICES AND SITE ARE AT YOUR
SOLE RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU
RESULTING FROM THE USE OF THE HOSTED SERVICES OR SITE. Because some
states and jurisdictions do not allow limitations on implied warranties,
the above limitation may not apply to you. In that event, such warranties
are limited to the minimum warranty period allowed by the applicable
law.
11. CUSTOMER INDEMNIFICATION OBLIGATIONS.
You will defend, indemnify, and hold us, our affiliates, officers,
directors, employees, suppliers,
consultants, and agents harmless from any and all third party claims,
liability, damages, and costs (including, but not limited to, attorneys'
fees) arising from or related to your use of the Hosted Services,
your violation of these Terms and Conditions, or your infringement,
or infringement by any other user of your Account, of any intellectual
property or other right of any person or entity.
12. LIMITATIONS OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT,
DOCUSIGN WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CUSTOMER
FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES
ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED UNDER
THESE TERMS AND CONDITIONS, INCLUDING BUT NOT LIMITED TO LOST PROFITS
OR LOSS OF BUSINESS, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH
DAMAGES OCCURRING. UNDER NO CIRCUMSTANCES WILL DOCUSIGN'S TOTAL
LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THESE TERMS
AND CONDITIONS (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS
OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED
ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE
TOTAL AMOUNT PAID BY CUSTOMER TO DOCUSIGN UNDER THIS AGREEMENT DURING
THE 3 MONTHS PRECEDING THE DATE OF THE ACTION OR CLAIM. EACH PROVISION
OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER
OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS
OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED
IN THE PRICING OFFERED BY DOCUSIGN TO CUSTOMER AND IS AN ESSENTIAL
ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF
THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS
OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN
IF THE WARRANTIES AND REMEDIES IN THIS AGREEMENT HAVE FAILED OF
THEIR ESSENTIAL PURPOSE. Because some states and jurisdictions do
not allow limitation of liability in certain instances, portions
of the above limitation may not apply to you.
13. CONFIDENTIALITY.
"Confidential Information" means
any trade secrets or other information
of DocuSign, whether of a technical,
business, or other nature (including, without limitation, DocuSign
software and related information), that is disclosed to or made
available to Customer. Confidential Information does not include
any information that: (a) was known to Customer prior to receiving
it from DocuSign; (b) is independently developed by Customer without
use of or reference to any Confidential Information; (c) is acquired
by Customer from another source without restriction as to use or
disclosure; or (d) is or becomes part of the public domain through
no fault or action of Customer. During and after the term of these
Terms and Conditions, Customer will: (a) use the Confidential Information
solely for the purpose for which it is provided; (b) not disclose
the Confidential Information to a third party; and (c) protect the
Confidential Information from unauthorized use and disclosure to
the same extent (but using no less than a reasonable degree of care)
that it protects its own Confidential Information of a similar nature.
If Customer is required by law to disclose the Confidential Information
or the terms of these Terms and Conditions, Customer must give prompt
written notice of such requirement before such disclosure and assist
the disclosing party in obtaining an order protecting the Confidential
Information from public disclosure. Customer acknowledges that,
as between the parties, all Confidential Information it receives
from DocuSign, including all copies thereof in Customer's possession
or control, in any media, is proprietary to and exclusively owned
by DocuSign. Nothing in these Terms and Conditions grants Customer
any right, title, or interest in or to any of the Confidential Information.
Customer's incorporation of the
Confidential Information into any of its own materials shall not
render Confidential Information non-confidential. Customer acknowledges
that any actual or threatened violation of this confidentiality
provision may cause irreparable, non-monetary injury to the disclosing
party, the extent of which may be difficult to ascertain, and therefore
agrees that DocuSign shall be entitled
to seek injunctive relief in addition to all remedies available
to DocuSign at law and/or in equity. Absent written consent of DocuSign,
the burden of proving that the Confidential Information is no longer
confidential or a trade secret shall be on Customer.
14. PRIVACY.
The privacy policy
posted on DocuSign's website sets
forth the terms and conditions
governing DocuSign's collection and use of personal information
from Authorized Users that is gathered through the Site.
15. ACCESS LIMITS.
DocuSign grants
you a limited license to access
the Site solely to use and learn
about the Hosted Services. You
may not modify, copy, distribute,
transmit, display, perform, reproduce,
duplicate, publish, license, create
derivative works from, offer for
sale, or use in any other way the
Site or the Hosted Services, or any information contained on, or
obtained from, the Site without the express written consent of DocuSign.
Any and all unauthorized uses of the Site or the contents therein
will terminate the limited license granted to you. Without our express
written consent, you may not (a) use any automated means to access
the Site or collect any information from the Site (including without
limitation robots, spiders, or scripts), (b) use the Site or the
Hosted Services in any manner that could damage, disable, overburden,
or impair the Site or the Hosted Services or interfere with any
other party's use or enjoyment of the Site or the Hosted Services,
or (c) frame the Site, place pop-up windows over its pages, or otherwise
affect the display of its pages. This means, among other activities,
that you agree not to engage in the practices of "screen scraping," "database scraping," or
any other activity with the purpose
of obtaining lists of users or
other information.
16. RESPONSIBILITY FOR CONTENT OF COMMUNICATIONS.
Customer agrees
that it is solely responsible for
the content of all visual, written,
or audible communications using
its Account. Customer agrees that
it will not use the Hosted Services
to send unsolicited mass mailings
outside its organization, provided
that "unsolicited mass mailings" shall
have the common definition that
includes all Commercial Electronic
Marketing Messages under the U.S.
CAN SPAM Act. Customer further
agrees not to knowingly use the
Hosted Services to communicate any message or material that is harassing,
libelous, threatening, obscene, would violate the intellectual property
rights of any party, or is otherwise unlawful, that would give rise
to civil liability, or that constitutes or encourages conduct that
could constitute a criminal offense, under any applicable law or
regulation. Although DocuSign is not responsible for any such communications,
it may suspend any such communications of which DocuSign is made
aware, at any time.
17. INTELLECTUAL PROPERTY.
DocuSign
is the owner of various intellectual
property and technology rights
associated with the Hosted Services,
its document management, digital
signature, and notary system, including
patent, copyright, trade secret,
and trademark and service mark
rights. Except for the rights expressly
granted in these Terms and Conditions,
DocuSign does not transfer to Customer
any of DocuSign’s technology or other
intellectual property, and all right, title, and interest in and
to DocuSign’s technology and intellectual property will remain
solely with the DocuSign. Customer agrees that it will not, directly
or indirectly, reverse engineer, decompile, disassemble, or otherwise
attempt to derive source code or other trade secrets from the Hosted
Services or DocuSign’s technology. The software and services
provided through this website are
protected by one or more of the
following U.S. Patents and Patent
Applications: Pat. No. 5,615,268;
Pat. No. 5,748,738; Pat. No. 6,237,096;
Pat. No. 6,367,013; Pat. No. 7,020,645;
Pat. No. 7,162,635; Pat. Appl.
No. 10/620,817; and Pat. Appl.
No. 11/325,463; Pat. No. 6,289,460 and Pat. No. 6,944,648. Other
patents pending. All rights reserved.
18. FEEDBACK.
By submitting feedback
to DocuSign: (a) Customer automatically
grants to DocuSign a perpetual,
irrevocable, transferable, royalty-free
license to use Customer's feedback
for any and all purposes without
any compensation to Customer; and
(b) Customer agrees that it will not publish, submit, or display
feedback submitted by Customer or its Authorized Users to or on
any other web site or in any other publicly accessible forum without
DocuSign's prior written consent.
19. GENERAL
Customer acknowledges that the Hosted Services are subject to U.S. export control laws and regulations. Customer represents that it is not a citizen of an embargoed country or prohibited end user under applicable U.S. export and anti-terrorism laws, regulations, or lists. Customer will not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the United States in connection with these Terms and Conditions without first complying with all export control laws and regulations that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction it operates or does business.
Customer shall advise DocuSign in the event the nature of its content or data transmission requires DocuSign to obtain additional licenses, permits and/or approvals from any government in the jurisdiction where Customer intends to use the Hosted Services. Upon being advised of such a requirement, DocuSign may at its sole discretion (i) terminate Customer's Account, (ii) obtain such licenses, permits, and/or approvals as may be required, or (iii) modify these Terms and Conditions such that additional licenses, permits, and/or approvals are no longer required to be obtained by DocuSign.
The Hosted Services will be accessed and delivered via the internet. Customer is responsible for obtaining the necessary equipment and internet connection in order to access and use the Hosted Services. In order to fully utilize the Hosted Services, Customer will need to maintain certain minimum hardware and software requirements. These requirements are set forth in the Hosted Services Specifications.
DocuSign will be and act as an independent contractor (and not as the agent or representative of Customer) in the performance of these Terms and Conditions. This Agreement will not be interpreted or construed as (a) creating or evidencing any association, joint venture, partnership, or franchise between the parties; (b) imposing any partnership or franchise obligation or liability on either party; or (c) prohibiting or restricting either party's performance of any services for any third party. Customer must not represent to anyone that Customer is an agent of DocuSign or is otherwise authorized to bind or commit DocuSign in any way without DocuSign's prior authorization.
Customer will: (a) make one or more representatives reasonably available for up to four phone conferences with industry analysts and/or industry press; (b) permit DocuSign to create and publish a case study describing in general terms the nature of Customer's use of the Hosted Services; and (c) permit DocuSign to issue and publish a press release containing a quotation from a representative of Customer announcing that Customer has purchased the Hosted Services.
Customer may not assign its rights, duties, or obligations under these Terms and Conditions without DocuSign's prior written consent. If consent is given, these Terms and Conditions will bind Customer's successors and assigns. Any attempt by Customer to transfer its rights, duties, or obligations under these Terms and Conditions except as expressly provided in these Terms and Conditions is void. DocuSign may freely assign this its rights, duties, and obligations under these Terms and Conditions. DocuSign may utilize a subcontractor or other third party to perform its duties under these Terms and Conditions so long as DocuSign remains responsible for all of its obligations under these Terms and Conditions.
We may provide, or third parties may provide, links to other Web sites or resources that are beyond our control. We make no representations as to the quality, suitability, functionality, or legality of any sites to which links may be provided, and you hereby waive any claim you might have against us with respect to such sites. DOCUSIGN IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WEB PAGES THAT ARE CONTAINED OUTSIDE THE SITE. Your correspondence or business dealings with, or participation in promotions of, advertisers or partners found on or through the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such advertiser or partner. You agree that we are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or partners on the Site.
Any notice required or permitted to be given in accordance with these Terms and Conditions will be effective if it is in writing and sent using the certified delivery function of the Hosted Services, by email, certified or registered mail, or insured courier, return receipt requested, to the appropriate party at the address set forth in Customer's registration information for Customer or on the Site for DocuSign. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section. Notices are deemed given upon receipt if delivered using the Hosted Services or email, two business days following the date of mailing, or one business day following delivery to a courier.
Neither party will be liable for, or be considered to be in breach of or default under these Terms and Conditions on account of, any delay or failure to perform as required by these Terms and Conditions as a result of any cause or condition beyond such party's reasonable control, so long as such party uses all commercially reasonable efforts to avoid or remove such causes of non-performance.
These Terms and Conditions are governed in all respects by the laws of the State of Washington as such laws are applied to agreements entered into and to be performed entirely within Washington between Washington residents. Any controversy or claim arising out of or relating to these Terms and Conditions, the Hosted Service, or the Site will be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in King County, Washington, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. The award of the arbitrator shall be final and binding upon the parties without appeal or review except as permitted by Washington law. Notwithstanding the foregoing, either party may seek any interim or preliminary injunctive relief from any court of competent jurisdiction, as necessary to protect the party's rights or property pending the completion of arbitration. By using the Site or the Hosted Services, you consent and submit to the exclusive jurisdiction and venue of the state and federal courts located in King County, Washington. Any legal action by Customer arising under these Terms and Conditions must be initiated within two years after the cause of action arises.
The waiver by either party of any breach of any provision of these Terms and Conditions does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with these Terms and Conditions will not be a waiver of such party's right to demand strict compliance in the future, nor will the same be construed as a novation of these Terms and Conditions.
If any part of these Terms and Conditions is found to be illegal, unenforceable, or invalid, the remaining portions of these Terms and Conditions will remain in full force and effect. If any material limitation or restriction on the grant of any license to Customer under these Terms and Conditions is found to be illegal, unenforceable, or invalid, the license will immediately terminate.
Except as set forth in Section 2 of these Terms and Conditions, these Terms and Conditions may not be amended except in writing signed by both you and us. In the event that we make such a change that has a material adverse impact on your rights or use of the Service, you may terminate the Agreement by giving us notice within 20 days of the date we notify you, and you will not be charged any cancellation fee. These Terms and Conditions are the final and complete expression of the agreement between these parties regarding the Hosted Services. These Terms and Conditions supersede, and the terms of these Terms and Conditions govern, all previous oral and written communications regarding these matters.
