SERVICE SCHEDULE for DOCUSIGN CLM

Service Schedule revision date: December 11, 2019. Unless otherwise defined in this Service Schedule, capitalized terms will have the meaning given to them in the Agreement.

1.         DEFINITIONS

“DocuSign CLM” means the on-demand DocuSign Service consisting of enterprise contract management software applications and platform solutions provided via the Internet. This definition shall include, but not be limited to, DocuSign’s enterprise contract management software applications and platform solutions previously called “SpringCM”.

“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 CLM service via the Internet.

2.         ADDITIONAL USAGE LIMITATIONS AND CUSTOMER RESPONSIBILITIES

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

(a) DocuSign CLM facilitates the generation, management and 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 DocuSign CLM, and DocuSign makes no representation or warranty regarding the Customer Data and/or other content generated, stored and/or shared using DocuSign CLM;

(b) Between DocuSign and Customer, Customer has exclusive control over and responsibility for the quality, format and contents of any Customer Data generated, stored and/or shared using DocuSign CLM. Without limiting the foregoing, DocuSign shall not access Customer Data or other Customer content except to the extent Customer authorizes DocuSign to access the Customer’s Account;

(c) Customer may use DocuSign CLM to send requests for electronic review of specific content or Customer Data 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 DocuSign CLM. Customer shall be responsible for the activities conducted by its third-party users within DocuSign CLM;

(d) DocuSign is not responsible for determining how long any contracts, documents, and/or other content 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, Customer Data or other documents to any third parties;

(e) 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

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

3.         DOCUMENT 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 or other Customer content 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 in the General Data Protection Regulation).

5.         DISCLAIMER.  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 DOCUSIGN CLM 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.