SERVICE SCHEDULE for DOCUSIGN SIGNATURE

Service Schedule revision date: August 1, 2019. Unless otherwise defined in this Service Schedule, capitalized terms will have the meaning given to them in the Agreement.

1.  DEFINITIONS

“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.

“Envelope” means an electronic record containing one or more eDocuments consisting of a single page or a group of pages of data uploaded to the System.

“Signer” means a person designated by an Authorized User to access and/or take action upon the eDocuments sent to such individual via DocuSign Signature.

“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 DocuSign Signature service via the Internet.

“Transaction Data” means the metadata associated with an Envelope (such as transaction history, image hash value, method and time of Envelope deletion, sender and recipient names, email addresses and signature IDs) that DocuSign may use to generate and maintain the digital audit trail required by DocuSign Signature.

2.  ADDITIONAL USAGE LIMITATIONS AND CUSTOMER RESPONSIBILITIES

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

(a)  DocuSign Signature facilitates the execution of eDocuments between the parties to those eDocuments. Nothing in this Service Schedule may be construed to make DocuSign a party to any eDocument processed through DocuSign Signature, and DocuSign makes no representation or warranty regarding the transactions sought to be effected by any eDocument;

(b)  Between DocuSign and Customer, Customer has exclusive control over and responsibility for the content, quality, and format of any eDocument. Without limiting the foregoing, all eDocuments, together with any messages included within an Envelope, stored by DocuSign on the System are maintained in an encrypted form, and DocuSign has no control of or access to their contents except to the extent access is requested in writing and made available by Customer to DocuSign;

(c)  Certain types of agreements and documents may be excepted from electronic signature laws (e.g. wills and agreements pertaining to family law) or may be subject to specific regulations promulgated by various government agencies regarding electronic signatures and electronic records. DocuSign is not responsible or liable to determine whether any particular eDocument is subject to an exception to applicable electronic signature laws, or whether it is subject to any particular agency promulgations, or whether it can be legally formed by electronic signatures;

(d)  DocuSign is not responsible for determining how long any contracts, documents, and other records are required to be retained or stored 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 eDocuments or other documents to any third parties;

(e)  Certain consumer protection or similar laws or regulations 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 contracting 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. DocuSign does not and is not responsible to: (i) determine whether any particular transaction involves a “consumer”; (ii) furnish or obtain any such consents or determine if any such consents have been withdrawn; (iii) provide any information or disclosures in connection with any attempt to obtain any such consents; (iv) provide legal review of, or update or correct any information or disclosures currently or previously given; (v) provide any such copies or access, except as expressly provided in the Documentation for all transactions, consumer or otherwise; or (vi) comply with any such special requirements;

(f)  Customer undertakes to determine whether any “consumer” is involved in any eDocument presented by its Authorized Users for processing, and, if so, to comply with all requirements imposed by law on such eDocuments or their formation;

(g) 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; and

(h) 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 Services, including without limitation instructions through its Account as made by the assigned Account Administrator.

3.  eDOCUMENT STORAGE AND DELETION

3.1   During the Term.  Customer may retrieve electronic copies of its stored eDocuments at any time while this Service Schedule is in effect at no additional cost. DocuSign will store all completed eDocuments sent by Customer during the Term, by default. However, Customer has the option through its Account Administrator to change its Account settings to direct the deletion of all or certain designated eDocuments at an earlier date or periodic interval. If Customer fails to retrieve its eDocuments 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 completed eDocuments still remaining in 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 eDocuments and DocuSign shall have the right to delete all eDocuments in the System or otherwise in its possession or under its control and delete Customer’s Account.

3.2   DocuSign may retain Transaction Data for as long as it has a business purpose to do so, provided that any Transaction Data that constitutes Confidential Information of Customer will at all times maintain that status, and DocuSign will comply with its confidentiality obligations as provided in the Agreement.

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 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 or Customer Affiliate is established in the United Kingdom, a Member State of the 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  the General Data Protection Regulation). 

5.  SUBSCRIPTION PLANS AND FEES

DocuSign Signature is made available based on a prepaid subscription, which is subject to the restrictions set forth in the applicable Order Form.

5.1   “Seat Allowance” means the maximum number of Authorized Users (“Seats”) that Customer may have active in its Account as assigned by Customer’s Account Administrator. For purposes of determining usage of Seats:

(a) The number of Seats in use is determined by the total number of Authorized Users registered in Customer’s Account with access to DocuSign Signature at any time during the Term.    

(b) No two individuals may log onto or use DocuSign Signature as the same Authorized User, but Customer through its Account Administrator may unregister or deactivate Authorized Users and replace them with other Authorized Users without penalty, so long as the number of active Authorized Users registered at any one time does not exceed the number of Seats purchased.

5.2   “Envelope Allowance” means the cumulative number of Envelopes that may be sent by Authorized Users registered in Customer’s Account. There is no individual limit on number of Envelopes that may be sent by each Authorized User, so long as the total volume sent by all Authorized Users does not exceed the Envelope Allowance.  For purposes of calculating Envelope usage:

(a)  An Envelope is consumed when sent by an Authorized User, regardless of whether the Envelope has been received by any recipients or whether any recipients have performed any actions upon any eDocument in the Envelope;

(b)  Usage of a Powerform will be applied against the Envelope Allowance. A Powerform will be deemed consumed at the time it is accessed by any user regardless of whether any actions are subsequently performed upon such Envelope. “Powerform” means an Envelope that may be accessed and completed by accessing a hyperlink (i.e. which does not need to be individually sent to each recipient);

(c)  An Envelope sent via bulk send or automated batch sending, including through a DocuSign API, will be applied against the Envelope Allowance.

5.3  Calculation of Envelope Allowance.  Unless otherwise set forth in the Order Form, the Envelope Allowance for each twelve (12)-month period during the Order Term is calculated by multiplying the Seat Allowance times one hundred (100) Envelopes. For example, a three (3)-year subscription for ten (10) Seats would result in an Envelope Allowance of one thousand (1000) Envelopes per year. An Envelope Allowance may be augmented by purchasing additional Seats (each of which supply an additional one hundred (100) Envelopes unless otherwise set forth in the Order Form) or additional batches of Envelopes, pursuant to an Order Form.

5.4  Overage.

(a)  Seats.  If Customer through its Account Administrator adds more Authorized Users than the amount permitted under the Seat Allowance, then Customer hereby agrees that additional charges of one Seat per additional Authorized User for the remainder of the Order Term will become immediately due and payable.  Additional Seats will be charged as a pro-rata portion (calculated based on the amount of time remaining in the Order Term) of the then-current list price for Seats under the applicable subscription type, or such other amount as is specified in the Order Form, and will include a pro-rata allocation of Envelopes. 

(b)  Envelopes.  Customer hereby agrees that all Envelopes sent in excess of the Envelope Allowance during the Term will incur a per-Envelope overage charge at the then-current list price for the applicable subscription type, or such other amount as is specified in the Order Form. Envelope overage charges will be invoiced monthly in arrears.

5.5  Optional features, such as Authentication Measures or fax-back services, may be purchased on a subscription or per-use basis, as set forth in the Order Form.  

6.  DOCUSIGN PAYMENTS

6.1  DocuSign Signature may be ordered with “DocuSign Payments,” which means functionality that allows Customer to submit agreements, invoices, and other documents to Signers via DocuSign Signature to facilitate the submission of Signer payment credentials and authorizations directly to payment applications, gateways, processors, and service providers that store, process, or transmit cardholder data as part of authorization or settlement (“Payment Applications”).

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

(a)   The payment processing activities facilitated through DocuSign Payments are between Customer and a Payment Application or another third party designated by Customer and not with DocuSign. Customer is solely responsible for registering and maintaining an account with Payment Applications to facilitate the payment processing via DocuSign Payments and for complying with all agreements, terms of use, or other terms and conditions between Customer and such Payment Applications. Payment Applications are independent contractors and not agents, employees, or subcontractors of DocuSign. DocuSign does not control the payment methods (i.e., credit card, debit card, ACH transfer) made available by the Payment Applications through DocuSign Signature nor the products or services that are sold or purchased by Customer via DocuSign Payments. Customer acknowledges and agrees that DocuSign cannot ensure that a Payment Application Signer or third party will complete a payment processing or that it is authorized to do so.

(b)   Customer authorizes DocuSign to store, process, and transmit Customer Data as necessary for a Payment Application to facilitate payment processing between Customer and a third party designated by Customer. DocuSign Payments will temporarily store information received from Customer, such as account information for a Payment Application, only to facilitate the payment processing.

(c)   Customer is solely responsible for complying with: (1) any applicable standards developed and published by payment networks (such as Visa, Mastercard, American Express, and any other credit, debit, or electronic funds transfer network), including but not limited to, the current Payment Card Industry Data Security Standard (“PCI DSS”); and (2) all laws and regulations applicable to the payment processing conducted by Customer via DocuSign Payments, including but not limited to, those that may apply to Customer: in connection with collecting and storing information, including payment credentials about Signers; making adequate, clear, and conspicuous disclosures related to the storage and use of Signers’ payment credentials; and the use of stored payment credentials to collect future payments.

(d)   Customer is solely responsible for any and all disputes with any Payment Applications or Signers related to or in connection with a payment processing sought to be facilitated via DocuSign Payments, including but not limited to: (1) chargebacks; (2) products or services not received; (3) return of, delayed delivery of, or cancelled products or services; (4) cancelled transactions; (5) duplicate transactions or charges; (6) electronic debits and credits involving bank accounts, debit cards, credit cards, and check issuances; and (7) the amount of time to complete payment processing.

6.3  To the extent applicable to DocuSign in the provision of DocuSign Payments, DocuSign represents that it is presently in compliance, and will remain in compliance, with the current PCI DSS Standard. DocuSign acknowledges that credit and debit card account numbers or related data processed via DocuSign Payments is, as applicable, owned exclusively by Customer, credit card issuers, the relevant payment networks, and entities licensed to process credit and debit card transactions on behalf of Customer, and further acknowledges that such information may be used by DocuSign solely to assist the foregoing parties in completing the processing activities described in the Agreement.

7.  ADDITIONAL WARRANTIES AND DISCLAIMERS

7.1  Additional DocuSign Warranties.  DocuSign warrants that: (a) DocuSign Signature will not introduce files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses (“Malicious Code”) into Customer's system; (b) the proper use of DocuSign Signature by Customer in accordance with the Documentation and applicable law will be sufficient to meet the definition of an “electronic signature” as defined in the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. ch. 96 §§ 7001 et seq. (the “ESIGN Act”); and in Regulation 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market (“eIDAS”).

7.2  DISCLAIMER.  EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION 7 AND 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 DOCUSIGN SIGNATURE 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.