SERVICE SCHEDULE for DOCUSIGN GEN and DOCUSIGN NEGOTIATE

Service Schedule version date: November 19, 2019. Unless otherwise defined in this Service Schedule, capitalized terms will have the meaning given to them in the Agreement.

1. DEFINITIONS

“Contract Automation Service” means the DocuSign Gen and, where applicable, DocuSign Negotiate services.

“DocuSign Gen” means the on-demand DocuSign Service consisting of enterprise contract management software applications and platform solutions, and certain related software applications, which provides Customer and its Authorized Users the ability to generate, store and/or share content and other components as part of eDocuments via the Internet.

“DocuSign Negotiate” means the on-demand DocuSign Service consisting of enterprise contract management software applications and platform solutions, and certain related software applications, which provides Customer and its Authorized Users advanced editing and workflow capabilities as part of eDocuments via the Internet.

“DocuSign Signature” means the on-demand electronic signature DocuSign Service, which provides online display, certified delivery, acknowledgement, electronic signature, and storage services for eDocuments via the Internet.

“System” refers to the software systems and programs, the communication and network facilities, and the hardware and equipment used by DocuSign or its agents to make available the Contract Automation Service via the Internet.

“Third-Party Account” means a unique account established and maintained by Customer to enable it to access and use services provided by a third-party via the Internet.

2.  ADDITIONAL USAGE LIMITATIONS AND CUSTOMER RESPONSIBILITIES

2.1  DocuSign’s provision of the Contract Automation Service is conditioned on Customer’s acknowledgement of, and agreement to, the following:

(a) The Contract Automation Service facilitates the generation, management and/or revision of agreements, forms and other content. Nothing in this Service Schedule may be construed to make DocuSign a party to any such content generated by and/or processed through the Contract Automation Service, and DocuSign makes no representation or warranty regarding the Customer Data generated, stored and/or shared using the Contract Automation Service;

(b) Between DocuSign and Customer, Customer has exclusive control over and responsibility for the content, quality and format of Customer Data generated, stored and/or shared using the Contract Automation Service. Without limiting the foregoing, DocuSign shall not access Customer Data except to the extent access is requested in writing and made available by Customer to DocuSign;

(c) DocuSign does not have access to any Customer Data that may be stored outside the System by Customer, including Customer Data stored in any Third-Party Account established and maintained by Customer;

(d) Use of the Contract Automation Service requires an Account for the DocuSign Signature service. Customer is solely responsible for registering and maintaining an Account for the DocuSign Signature service to facilitate the use of the Contract Automation Service;

(e) Use of the Contract Automation Service may require a Third-Party Account. Customer is solely responsible for registering and maintaining any such Third-Party Account to facilitate the use of, or otherwise interact with, the Contract Automation Service. Customer’s use of any service provided by way of a Third-Party Account is subject to separate terms governing the use of such service (as referenced in the Order Form, if applicable, as presented by such third-party when first used, or to which notice is otherwise provided);

(f) Customer may use the Contract Automation Service to send requests for electronic review of specific content generated by and/or stored on the System to third-party users who are not Authorized Users (e.g., Customer’s customers and/or vendors), or to otherwise make Customer Data available to such third-party users through the Contract Automation Service. The Customer shall be responsible for the activities conducted by the Customer and its users within the Contract Automation Service;

(g) Customer shall: (i) use commercially reasonable efforts to prevent unauthorized access to, or use of,  the Contract Automation Service or Customer Data, including, without limitation, by protecting its passwords and other log-in information, and notify DocuSign promptly of any unauthorized use of  the Contract Automation Service or Customer Data, breach of security, or unauthorized use of Customer’s Account; (ii) use best efforts to stop such unauthorized use or breach; and (iii) virus check any file being uploaded or saved to  the Contract Automation Service;

(h) DocuSign is not responsible for determining how long any Customer Data is required to be retained or stored in the System under any applicable laws, regulations, or legal or administrative agency processes. Further, DocuSign is not responsible for or liable to produce any of Customer’s Data, eDocuments or other documents to any third-parties;

(i) DocuSign reserves the right to amend, modify, improve or increase specific features of the Contract Automation Service at any time, so long as any such change does not materially reduce or decrease the functionality of the Contract Automation Service;

(j) Customer agrees that its assigned Account Administrator has authority to provide DocuSign with any required authorizations, requests, or consents on behalf of Customer with respect to Customer’s Account;

(k) Customer agrees it is solely responsible for the accuracy and appropriateness of instructions given by it and its personnel to DocuSign in relation to the Contract Automation Service, including, without limitation, instructions through its Account as made by the assigned Account Administrator.

3.  STORAGE AND DELETION. If Customer fails to retrieve its Customer Data prior to the expiration or termination of the Service Schedule, Customer may request, no later than ninety (90) days after such expiration or termination, that DocuSign provide Professional Services to assist in retrieving Customer Data still remaining on the System, the details of which Professional Services will be set out in a SOW. After such ninety (90) day period, DocuSign shall have no obligation to maintain or provide any Customer Data and DocuSign shall have the right to delete all Customer Data in the System or otherwise in its possession or under its control and delete Customer’s Account.

4.  INFORMATION SECURITY AND DATA PROCESSING

4.1  Security. DocuSign will use commercially reasonable technical and organizational measures designed to prevent unlawful or unauthorized access, use, alteration, or disclosure of Customer Data stored on the System as a result of using  the Contract Automation Service in accordance with the provisions of the Security Attachment for DocuSign Services found at: https://www.docusign.com/company/terms-and-conditions/security-attachment-docusign-services.

4.2  Data Storage/Transfer. If Customer is established in the United Kingdom, European Economic Area, or Switzerland, the Data Protection Attachment for DocuSign Services found at: https://www.docusign.com/company/terms-and-conditions/data-protection-attachment, applies to the processing of any personal data (as defined in EU Data Protection Directive 95/46/EC or the General Data Protection Regulation).

5.  SUBSCRIPTION PLANS AND FEES. Contract Automation Service pricing information is set forth in the applicable Order Form.

6.  DISCLAIMERS. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THE MSA, AND SUBJECT TO THE ADDITIONAL LIMITATIONS OF LIABILITY THEREIN, DOCUSIGN: (A) MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND -- WHETHER EXPRESS, IMPLIED IN FACT OR BY OPERATION OF LAW, OR STATUTORY -- AS TO ANY MATTER WHATSOEVER; (B) DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THE LIKE; AND (C) DOES NOT WARRANT THAT THE CONTRACT AUTOMATION SERVICE DESCRIBED HEREIN IS OR WILL BE UNINTERRUPTED OR ERROR-FREE OR MEET CUSTOMER’S REQUIREMENTS. CUSTOMER HAS NO RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF DOCUSIGN TO ANY THIRD PARTY.