SERVICE SCHEDULE FOR DOCUSIGN GEN

Service Schedule version date: March 15, 2022

Unless otherwise defined in this Service Schedule for Docusign Gen (the “Service Schedule”), capitalized terms have the meaning given to them in the Agreement.

1.   DEFINITIONS

“Docusign Gen” means the Docusign Service provided over the Internet that automates the creation of custom eDocuments by merging data from specified sources into custom document templates.

“Docusign eSignature” means the Docusign electronic signature Service, which provides online display, certified delivery, acknowledgement, electronic signature, and storage services for eDocuments over the Internet.

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

2.   ADDITIONAL USAGE LIMITATIONS AND CUSTOMER RESPONSIBILITIES 

2.1   Docusign provides Docusign Gen subject to Customer acknowledging and agreeing to the following conditions:

(a)    Nothing in this Service Schedule shall be construed to make Docusign a party to, and Docusign makes no representation or warranty regarding, any content generated, collected, stored, shared, or otherwise processed using Docusign Gen;

(b)    Between Docusign and Customer, Customer has exclusive control over and responsibility for the accuracy, quality, integrity, legality, format, and contents of Customer Data and content generated, collected, stored, shared, or otherwise processed using Docusign Gen, the means by which Customer (or its agents or Affiliates) acquired the Customer Data or content, and Customer’s use of the Customer Data or Content;

(c)    Docusign does not have access to any Customer Data or other content that is stored outside the System by Customer, including Customer Data stored in any Third-Party Account;

(d)    Customer shall register and maintain a Docusign eSignature Account to facilitate the use of Docusign Gen;

(e) Use of Docusign Gen may require a Third-Party Account. Customer shall register and maintain any such Third-Party Account(s) as necessary to facilitate the use of Docusign Gen;

(f) Customer may use Docusign Gen to send requests for electronic review of Customer Data or content generated, collected, stored, shared, or otherwise processed using Docusign Gen to third-party users who are not Authorized Users (e.g., Customer’s customers and/or vendors). Customer shall be responsible for activities conducted by the third-party users within Docusign Gen and with respect to the Customer Data and content; and

(g)    Docusign Gen is a tool to be used by Customer in the course of exercising its own professional judgment, and Docusign shall not be liable to Customer or any third party for any decision made or action taken by Customer in reliance on information or content generated, collected, stored, or otherwise processed by Customer using Docusign Gen.

3. SUBSCRIPTION PLANS AND FEES.

Docusign Gen is made available based on a prepaid subscription and is subject to any additional restrictions that may be set forth in the applicable Order Form(s). A subscription to Docusign Gen may be based on Seat Allowance (defined below) or Document Generation Allowance (defined below), as specified on the applicable Order Form(s).

3.1 Seat Allowance. “Seat Allowance” means the maximum number of Authorized Users that Customer may have registered in its Docusign Gen Account at a given time. Authorized Users are assigned by Customer’s Account Administrator. For clarity, Authorized Users may be referred to as “Seats” on an Order Form. No two individuals shall log onto or use Docusign Gen as the same Authorized User, but Customer, through its Account Administrator, may unregister individuals who are Authorized Users and replace them with new individuals as Authorized Users without penalty, so long as Customer does not exceed the Seat Allowance.

3.2 Document Generation Allowance. “Document Generation Allowance” means the cumulative number of eDocument generations that may be conducted across all Authorized Users.  For purposes of calculating eDocument generations:

(a)  An eDocument has been generated when created by an Authorized User, regardless of whether the eDocument is sent and received by a recipient, or the recipient performs any action on the eDocument; and

(b)  An eDocument generated via bulk generation or automated batch generation, including through a Docusign API, counts towards the Document Generation Allowance.

3.3 Overages.

(a) Seats. For a subscription to Docusign Gen based on Seat Allowance, if Customer, through its Account Administrator, adds more Authorized Users than permitted under the Seat Allowance, then Customer shall be charged for one additional Seat for each additional Authorized User for the remainder of the Term on a pro rata basis, calculated based on the amount of time remaining in the Term, at the then-current list price for Users of the applicable subscription type (or such other amount as may be specified on the Order Form). Such charges would be immediately due and payable at the time the additional Authorized User(s) was added.

(b) Document Generations. For a subscription to Docusign Gen based on Document Generation Allowance, if Customer generates more eDocuments than permitted under the Document Generation Allowance, then Customer shall be charged a per-eDocument overage fee for each eDocument generated in excess of the Document Generation Allowance at the then-current list price for the applicable subscription type (or such other amount as is specified on the Order Form). Such overage charges would be invoiced monthly in arrears.