WORKSPACES ATTACHMENT for DOCUSIGN SIGNATURES

Service Attachment version date: September 29, 2017.

Unless otherwise defined in this Service Attachment, capitalized terms will have the meaning given to them in the Agreement.

1.   DEFINITIONS

"API" means the application programming interface that supports interoperation of applications with DocuSign Signature and other DocuSign Services.

“DocuSign Workspaces” means the DocuSign Service that facilitates the upload, access, retention, and sharing of files, data, and other content between parties via the Internet.

“Workspace” means the online environment where Authorized Users may upload, access, retain, and share file data and other content between parties via the Internet using DocuSign Workspaces.

“Workspaces Transaction Data”means the metadata associated with a Workspace (such as event history, image hash value, method and time of Workspace deletion, Authorized User’s name, email address and file ID) that is maintained by DocuSign for the Term of the Workspace.

2.   DOCUSIGN WORKSPACES.

2.1   During the Term, and subject to compliance with the terms and conditions of the Agreement, Customer and its Authorized Users, with a DocuSign Workspaces-enabled Account for DocuSign Signature, will have the right to create and/or manage DocuSign Workspaces within an Account using the DocuSign Workspaces API(s).

2.2   During the Term, and subject to compliance with the terms and conditions of the Agreement, Customer and its Authorized Users will have the right to create and delete Workspaces, upload, remove, and view content, data, or eDocuments shared in DocuSign Workspaces using DocuSign Workspaces.

3.   ADDITIONAL CUSTOMER RESPONSIBILITIES.

3.1   DocuSign’s provision of DocuSign Workspaces is conditioned on Customer’s acknowledgement of and agreement to the following: 

(a)  Customer is responsible for all activities that occur in DocuSign Workspaces accessible under Customer’s Account and for ensuring that use of DocuSign Workspaces complies with the Agreement;

(b)  As between DocuSign and Customer, Customer has exclusive control over and responsibility for the content, quality, and format of any transaction facilitated through DocuSign Workspaces. Nothing in this Service Attachment may be construed to make DocuSign a party to any transaction processed through DocuSign Workspaces, and DocuSign makes no representation or warranty regarding the transactions sought to be effected by Customer’s use of DocuSign Workspaces;

(c)  Between DocuSign and Customer, Customer is solely responsible for the nature and content of all materials, works, data, statements, and other visual, graphical, video, and written or audible communications facilitated or otherwise processed through DocuSign Workspaces;

(d)  Between DocuSign and Customer, Customer is solely responsible for its reliance on any content, advice, opinion, statement, suggestion, or other information (“Third-Party Content”) offered by third parties that is shared or distributed through DocuSign Workspaces. Any such Third-Party Content presented or disseminated through DocuSign Workspaces solely represents the view of the respective author or provider of such content, who remains solely liable for the accuracy or reliability thereof;

(e)  Customer is responsible for determining how long any eDocuments are required to be retained or stored under any applicable laws, regulations, or legal or administrative agency processes. Further, Customer is responsible for and liable to produce any eDocuments made available in Workspaces to any third parties; and

(f)  Customer is responsible for complying with any consumer protection or similar laws or regulations that may impose special requirements with respect to electronic transactions involving one or more “consumers,” such as (among others) requirements that the consumer consent to the method of transacting and/or that the consumer be provided with a copy, or access to a copy, of a paper or other non-electronic, written record of the transaction.

4.   DOCUSIGN WORKSPACES eDOCUMENT STORAGE AND DELETION.

4.1   The maximum file size/capacity limitations for use of DocuSign Workspaces will be 500GB unless otherwise set forth in an applicable Order Form. If Customer fails to comply with such restrictions, without limitation of any of its other rights or remedies, DocuSign may suspend Customer’s DocuSign Workspaces-enabled Account for DocuSign Signature and use of DocuSign Workspaces.

4.2    By default, DocuSign will not remove Customer’s eDocuments stored in DocuSign Workspaces during the Term, and Customer may access eDocuments it uploaded to DocuSign Workspaces and/or that are within any Workspace it created at any time while the applicable Order Form is in effect. However, Customer has the option to delete any eDocuments it has uploaded to a Workspace, and Customer may also remove a Workspace and its related eDocuments. 

4.3   If Customer fails to retrieve its eDocuments prior to the expiration or termination of the applicable Order Form, Customer may request, no later than ninety (90) days after such expiration or termination, that DocuSign provide Professional Services to assist in retrieving eDocuments remaining on the System, the details of which Professional Services will be set out in a separate Order Form or SOW at the current professional services rates. After such ninety (90) day period, DocuSign shall have no obligation to maintain or provide any eDocuments and/or Workspaces Transaction Data and DocuSign shall have the right to delete all eDocuments and/or Workspaces Transaction Data remaining on the System.