SERVICE SCHEDULE FOR DOCUSIGN SIGNATURE APPLIANCE

This Service Schedule was last updated on July 18, 2019. Unless otherwise defined in this Service Schedule, capitalized terms will have the meaning given to them in the Agreement.

1. DEFINITIONS. Any definitions not specified herein are as set forth in the Agreement.

“Customer’s Application” means the Customer’s software application, if any, described in the Order Form with which DSA Service must be solely used.

“Developer Bundle” means the following: (i) the SAPI® toolkit; (ii) the Appliance Agent software; (iii) the DSA Service code samples; and (iv) other Software provided with the Developer Bundle under this Schedule; and (v) such access as Docusign may grant to Customer to a hosted sandbox for purpose of the integration of the DSA Service with Customer’s Application.

“DSA Service” for purposes of this Schedule means the Docusign Service comprised of Equipment, Software and maintenance specified in this Service Schedule.

“End of Life” or “EOL” means the point in which Equipment or Software, or versions of Equipment or Software are no longer offered by Docusign for general commercial availability.

“Equipment” is the hardware that is used to run the DSA Service that is Docusign provides.

"Software" means any and all software or firmware, including Updates and Upgrades thereof subscribed to and/or licensed by Docusign to Customer as part of the DSA Service under this Schedule hereto and delivered to Customer.  

“Technical Support” means the customer technical support services provided to Customer in accordance with Section 2.8 of this Schedule and Appendix 2 to this Schedule (“Technical Support Agreement”).

“Third-Party Software” means software or services that may be provided by Docusign, its agents, or partners to Customer for use solely in conjunction with the Software that is created by a third party, and covered by different license or service terms.

“Update” means, with respect to any component of the Software, a new version that includes modifications, revisions or minor enhancements to the DSA Service’s existing functionality to correct programming or design errors (designated by an increase in the release number to the right of the decimal point following the version previously supplied).

“Upgrade” or “Major New Release” means a version of the DSA Service, which incorporates additional functionality or features as compared with prior versions (designated by an increase in the release number to the left of the decimal point).

2. DSA SERVICE AND LICENSE.

2.1 Right to Use DSA Service.  In addition to the rights and license granted in Section 2.1 of the Agreement, Docusign hereby grants to Customer for the Term a limited, non-exclusive, non-transferable license to copy and use the object code versions of the Software for the purposes of (i) integrating the DSA Service with Customer’s Application, (ii) using the DSA Service for Customer’s Application with Equipment, and (iii) supporting Customer’s authorized use of the DSA Service.  Customer’s use of the Developer Bundle is further limited to internal use at Customer’s facilities within the territorial boundaries of the country where this Developer Bundle was delivered to Customer for non-production purposes, only for the limited purposes of (i) creating interoperability between Customer products and the DSA Service (“Interoperable  Product”); (ii) support for the Interoperable Product; and (iii) copy and distribute to end users components created by or from the Developer Bundle necessary for interoperability with the DSA Service, strictly as an embedded feature of Customer’s products and not as an independent or stand-alone offering of such components.  This license is subject to usage limits as specified in the Order Form and described in Appendix 1 hereto, as well as further restrictions as described in Section 2.2 of this Schedule and elsewhere in the Agreement.   

2.2 Usage and Access Limitations for DSA Service.  In addition to the restrictions set forth in Section 2.2 of the Agreement, the following restrictions shall apply to the DSA Service, and Customer agrees that it shall not:

(a)  Customer shall not use the Equipment with software other than the Software provided by Docusign to Customer under this Schedule;(b)  distribute, publish or make available any Docusign source code for which no rights are granted or implied;not use or allow use of the DSA Service in any manner that allows access other than through the Customer’s systems that incorporate the Software or the Software’s interface (as the same may be enhanced from time to time) published by Docusign;(c)  allow use of the Software to create digital signatures by any device other than the Equipment;(d)  allow use of the Equipment with any software not approved by Docusign;(e)  publish or otherwise disclose to any third party the results of any analysis, benchmark or other tests on DSA Service; or(d)  in the event the Customer’s Application is specifically identified in the applicable Order Form, use the Software for any other application;(h)  distribute the Developer Bundle only or any portion there of to the third parties on a stand-alone basis, or otherwise except as expressly provided herein;(i)  make unauthorized use or copies of the Developer Bundle other than purely for archive purposes; or(j)  or remove any copyright or proprietary notices from any Software or Equipment.

2.3 Delivery and Acceptance of Equipment. Delivery of Equipment will be FCA Origin, Incoterms 2010. Unless otherwise specified in an applicable Order Form, during the Term, Docusign will pay the freight for transportation of Equipment to Customer. Title transfers and Customer assumes all risk of loss upon delivery of the Equipment by Docusign to a carrier at Docusign’s premises. Docusign will select the carrier but will not be deemed thereby to assume any liability in connection with the shipment nor will the carrier be an agent of Docusign. Customer will be responsible for all storage drayage and other charges at Customer’s site. Customer will be deemed to have accepted the Equipment upon receipt of such Equipment at Customer’s facilities, unless Customer provides written notice to Docusign within ten (10) days of receipt of the Equipment that the Equipment does not substantially conform to Docusign’s written specifications for the Equipment. At its option, Docusign may repair or replace such non-conforming Equipment. Notwithstanding the foregoing, if Customer purchases the DSA Services under a MAS 70 Contract, inspection and acceptance will occur in accordance with General Services Administration Regulation (GSAR) 552.212-4(a) (“Inspection/Acceptance”).

2.4 Changes.  Docusign reserves the right, without prior approval from or notice to Customer, to make changes to the DSA Service, including the Equipment, (i) that do not adversely affect the performance of the DSA Service or reduce performance below any contractually agreed specifications; (ii) when required for purposes of safety; or (iii) to meet the DSA Service specifications. Where Docusign makes changes, in its discretion and in accordance with this Section 2.4, Docusign shall not have any obligation to or incur any liability for making similar changes in prior or earlier versions of the DSA Service.

2.5   Updates/Upgrades.  Docusign or its agents may make Updates and/or Upgrades to the Software and/or make available Upgrades to Equipment during the Term.  Customer acknowledges that its failure to timely update the DSA Service including replacing Equipment, may prevent the DSA Service from functioning, and that Docusign will have no liability for such malfunction.  

2.6   Third-Party Software. The Software may contain or be distributed with Third-Party Software.  Information concerning the inclusion of Third-Party Software, if any, and the notices, license terms, and disclaimers applicable to that Third-Party Software is contained in the Documentation.  Any Third-Party Software provided with the Software is for use solely with the Software and any use of the Third-Party Software on a stand-alone basis is strictly prohibited, and all warranties, obligations, and liabilities of Docusign and remedies of Customer with respect to Third-Party Software will be limited to whatever recourse may be available against the third party provider of such Third-Party Software. Docusign will use commercially reasonable efforts to provide support services for the Third-Party Software only as part of Technical Support if and as applicable hereunder.  

2.7   Developer Bundle License.  If Customer requires software and materials to create interoperability between the DSA Service and Customer’s product or systems for internal use, Customer may obtain a Developer Bundle.

2.8   Technical Support.  Provided that Customer has paid for a Technical Support plan. Docusign will provide customer Technical Support to Customer in accordance with the DSA Service and Technical Support plan that is identified on the Order Form and further detailed in the Technical Support Agreement attached hereto as Appendix 2.

3. VERIFICATION RIGHTS.  Docusign may request and Customer will provide, no more than twice during any twelve (12) month period, a report in the form reasonably requested by Docusign that shows Customer’s usage as compared to its purchased usage metrics.  Docusign or its independent auditor may, upon reasonable notice to Customer, examine and audit Customer’s records and systems to ensure compliance with applicable software licenses. The audit will be performed during normal business hours in a manner which does not unduly interfere with Customer’s business operations. If the audit shows that Customer is not compliant with usage or other using applicable restrictions, without limiting Docusign’s remedies the Parties agree that Docusign will assess and charge Customer the applicable additional fees at its standard rates, and payment of such fees shall be due within thirty (30) days from the date of invoice.

4. CANCELLATION FOR DELAY.  In addition to the termination rights and obligation set forth in the Agreement, Customer may cancel an order due to delay caused by Docusign in delivery, provided that Customer:(i) first provides Docusign with written notice of the delay and its intent to cancel; and (ii) allows Docusign an opportunity to complete shipment within sixty (60) days following receipt of Customer’s notice. Time is not of the essence as to the delivery of the Equipment and Docusign will not be liable for any damages or penalty for delay in delivery or for failure to give notice of delay for any reason whatsoever.

5. DSA SERVICE WARRANTIES; REPAIR OR REPLACE REMEDIES.  Sections 5.1 through 5.3 replace Section 8.1 (Docusign Service Warranties) of the Agreement in its entirety as applied solely to the DSA Service including Software and Equipment.

5.1   Exclusive Equipment Warranty and Remedy. 

(a)    Subject to the terms and conditions of this Section 5, Docusign warrants the Equipment will be free from substantive defects in workmanship and material. Such warranty will expire at the earlier of (a) the expiration or termination of the Term of this Schedule, or (b) when the Equipment reaches End of Life (“Equipment Warranty Period”). DOCUSIGN’S LIABILITY UNDER THIS WARRANTY IS LIMITED TO REPLACEMENT OF EQUIPMENT OR REPAIR OF DEFECTS, AT DOCUSIGN’S SOLE OPTION. NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSES, IS MADE BY DOCUSIGN, AND NONE MAY BE IMPUTED OR PRESUMED. Docusign’s sole responsibility and Customer’s exclusive remedy under this warranty will be for Docusign to either repair or replace, at its option, any component which fails during the applicable Equipment Warranty Period because of a defect in workmanship and material, provided Customer has promptly reported same to Docusign in writing. Docusign’s repair or replace obligations are subject to Docusign’s reasonable return policies.  (b) The Equipment warranty is contingent upon proper and authorized use of the Equipment. The Equipment warranty will not apply: (i) if adjustment, repair or parts replacement is required because of accident, unusual physical, electrical or electromagnetic stress, negligence of Customer, misuse, failure of electric power environmental controls, transportation, for failure to maintain the Equipment in accordance with the Documentation, or abuses other than ordinary use; (ii) if the Equipment has been modified by Customer or has been repaired or altered outside Docusign’s facilities, unless Docusign specifically authorizes such repairs or alterations; or (iii) where Docusign serial numbers, warranty data, or quality assurance decals have been removed or altered. If Docusign determines that the Equipment is not defective within the terms of the warranty, Customer must pay Docusign all costs of handling, transportation, and repairs at Docusign’s then prevailing repair rates. Docusign will provide an invoice for such costs and Customer agrees to pay amounts due within thirty (30) days of receipt.

5.2   Software Warranty and Remedy. Subject to the terms and conditions of this Section 5, Docusign warrants that all Software will operate substantially in accordance with Docusign’s published specifications and user manuals pertaining to such Software during the Term.  Docusign’s sole responsibility under this warranty will be to repair or replace the Software by issuing an Update and/or Upgrade or otherwise modifying the Software, contingent upon (a) Customer having a current Order Form for the DSA Service; and (b) the Equipment upon which such Software is installed has not reached EOL. If Docusign determines that the foregoing remedies are not commercially reasonable, then either Party may terminate this Schedule.

5.3   Correction of Program Errors.  Any non-conformance of the Software (a “Program Error”), if any, reported by Customer must be accompanied or followed by sufficient information to enable Docusign to reproduce and verify the Program Error including, but not limited to, the input data that generated the Program Error.  Once Docusign is able to reproduce and verify the Program Error, Docusign will use commercially reasonable efforts to provide a remedy. Remedies may include, without limitation, providing instructions for Customer to cure the Program Error, or delivering a software patch, Update or Upgrade.  Under no circumstances does Docusign represent or warrant that any or all Program Errors can or will be remedied.

5.4 Disclaimer.  Except for the express warranties for the Software and Equipment set forth above and notwithstanding any of other provisions of the AGREEMENT or this Schedule, Docusign (a) makes no additional representation or warranty of any kind – whether express, implied in fact or by operation of law, or statutory – with respect to the Software and Equipment provided pursuant to this DSA Schedule; (b) disclaims the implied warranties of fitness for a particular purpose, title and non-infringement; and (c) does not warrant that the DSA Service will be 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. 

5.5 Developer Bundle Provided “AS IS”; Exclusion of Damages and Limitation of Liability.  

(a) No Warranty. NOTWITHSTANDING ANYTHING SET FORTH IN THE AGREEMENT, EXCEPT AS EXPRESSLY PROVIDED HEREIN DOCUSIGN PROVIDES THE DEVELOPER BUNDLE AND ITS COMPONENTS “AS IS,” WITHOUT WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, STATUTORY, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ERROR-FREE OR CONTINUOUS OPERATION AND NON-INFRINGEMENT.  WITH RESPECT TO CUSTOMER’S USE OF A DEVELOPER BUNDLE, CUSTOMER UNDERTAKES ANY AND ALL DEVELOPMENT AT CUSTOMER’s OWN RISK, INCLUDING ALL RESPONSIBILITY FOR CUSTOMER APPLICATIONS OR PRODUCT(S).

(b) Exclusion of Damages. IN ADDITION TO DAMAGES EXCLUDED UNDER SECTION 10.1 OF THE AGREEMENT,

IN NO EVENT WILL DOCUSIGN BE LIABLE TO CUSTOMER FOR (1) REPROCUREMENT COSTS; or (2) ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS ARISING OUT OF OR IN CONNECTION WITH CUSTOMER’S USE OF THE DEVELOPER BUNDLE, REGARDLESS OF WHETHER THE CAUSE OF ACTION IS IN CONTRACT, TORT, INCLUDING NEGLIGENCE, OR ANY OTHER FORM.

(c) Limitation of Liability. IN NO EVENT SHALL DOCUSIGN’S (AND ITS AFFILIATES) TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE DEVELOPER BUNDLE, WHETHER BASED ON CONTRACT OR TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED FIVE THOUSAND DOLLARS ($5,000 USD).   

6. THIRD PARTY CLAIMS.

6.1   In addition to limitations and conditions upon indemnification obligations under the Agreement, Docusign’s defense and indemnification obligations under this Schedule with respect to any Claims that the DSA Service infringes upon the intellectual property rights of any third party shall not apply to the extent that such alleged infringement is based upon: (a) Docusign’s compliance with Customer's designs, specifications or instructions; (b) incorporation of the Software or combination, operation or use of the Software in or with any technology (including any software, hardware, firmware, system or network) or service not provided by Docusign or not specified for Customer’s use in the Documentation, unless otherwise expressly permitted by Docusign in writing; (c) modification of the Software or Equipment other than (1) by Docusign in connection with this Schedule; or (2) with Docusign’s express written authorization and in strict accordance with Docusign’s written directions and specifications; (d) failure to timely implement any Update or Upgrade, modification, or replacement of the Software or Equipment made available to Customer by Docusign; (e) use of the Software or Equipment after Docusign’s notice to Customer of such activity's alleged or actual infringement, misappropriation or other violation of a third party's rights; (f) negligence, abuse, misapplication or misuse of the Software, Documentation or Equipment by or on behalf of Customer; (g) use of the DSA Service by or on behalf of Customer that is outside the purpose, scope or manner of use authorized by this Schedule or in any manner contrary to Docusign’s instructions; or (h) events or circumstances outside of Docusign’s commercially reasonable control (including any third-party hardware, software or system bugs, defects or malfunctions).

APPENDIX 1 - COMMERCIAL MODEL FOR THE DSA SERVICE

1.  DEFINTIONS:**

“DSA Authorized User” means an Authorized User who has been issued a unique signing or key credential that can be authenticated by the DSA Service under the Customer’s user-management policy.

“Seat” means a DSA Authorized User activated to use the DSA Service. 

“Signature” means data associated with a signature request, including date of request, hash value, associated application, and Signature party’s name, job title, email address, and the successful fulfillment of that request by the DSA Service. 

2.  SUBSCRIPTION PLANS AND USAGE PRICING. The DSA Service is licensed on the basis of a prepaid subscription, which is subject to the restrictions set forth in the Order Form and related Documentation, and that includes, but is not limited to, a specific number of (a) Signatures, (b) DSA Authorized Users, (c) Seats, (d) Customer’s Application(s), and/or such other metrics or usage limitations.  If DSA Authorized Users or Seats are included in the Order Form as a usage metric, Customer may unregister or deactivate Authorized Users and replace them with other Authorized Users without penalty only so long as the number of active Authorized Users registered at any one time is equal to or less than the number of Seats for which Customer has subscribed.

APPENDIX 2 - TECHNICAL SUPPORT AGREEMENT

Regular Support Hours: Support hours: 8:00 AM - 6:00 PM Monday-Friday US Central Standard Time, and 8:00 AM - 6:00 PM Sunday-Thursday Central European Time.Escalated response, via Customer’s Docusign account manager: 8 hour phone and/or email response.

Escalation Escalated response, via Customer’s Docusign account manager: 8 hour phone and/or email response.

Onsite Service: Standard daily rate specified on Order Form plus actual travel and expenses.

1. CUSTOMER TECHNICAL SUPPORT

1.1 If Customer has purchased a DSA Service and Technical Support plan, Docusign agrees to provide customer Technical Support pursuant to this Schedule.

1.2 This Technical Support Agreement does not cover customer Technical Support for Equipment and/or Software, or versions of Equipment and/or Software, which have reached EOL. Customer is encouraged to contact its Docusign sales representative to determine whether any of Customer’s Equipment and/or Software has reached its EOL.  Docusign’s receipt of fees for a DSA Service and Technical Support plan does not extend the term of EOL. Any customer Technical Support offered by Docusign for Equipment and/or Software that have already reached its EOL will be offered at Docusign’s sole discretion and if offered will be provided “AS IS” without warranty of any kind related to the DSA Service as specified in Section 5.5. of the accompanying Schedule.

1.3 The services and remedies offered under this Technical Support Agreement are exclusive of all other remedies for Equipment defects which may arise during the Term of coverage.   All services and remedies are offered on a “reasonable commercial efforts” basis, and Docusign does not guarantee that all Equipment defects can be remedied.

1.4 Docusign Customer Support provides assistance to Customer as specified in Section 1.5 below utilizing Docusign’s team of technical support professionals online and/or by phone. Docusign will provide prompt response and escalated support during Regular Support Hours, with specific time coverage described below.

1.5 DSA Service Technical Support provides Customer with access to the following:

• Support portal and knowledge base – Search for answers and submit Technical Support requests

• Docusign Community - Q&A community staffed by Docusign employees and power users of Docusign’s products and services

• Online Case Submission and Management – Submit cases online for assistance from Docusign Support Team

• DSA Service Integration Support (DSA Service Integration Tools)

• Phone or Email Support - Talk to our Docusign Support Team for technical DSA Service questions, billing inquiries and account support during Regular Support Hours, and escalated responses via Customer’s Docusign account manager: 8 hour phone and/or email response.

• Escalated Tier 2 Support – If the technical support professional cannot resolve Customer’s issue via phone or email and Customer cannot remedy the issue via the Docusign Community and support portals, then Docusign will assign an account manager to escalate the issue to a senior technical advisor as part of standard support escalation process.  The senior technical advisor shall respond to Customer within eight (8) hours of receiving the escalated support request. DSA Service Integration Support (DSA Service Integration Tools)

1.6 Upon initial receipt of a support service request via phone or email from Customer, Docusign will assign an account manager to Customer to provide support through Docusign’s online case submission and management tools that allows Customer to track questions through resolution.