AI ATTACHMENT FOR DOCUSIGN SERVICES
Service Attachment version Date: May 30, 2024
Subject to Section 2, this AI Attachment for Docusign Services (the “AI Attachment”) applies to all Docusign Services that utilize or integrate with AI Services (defined below), including without limitation such Docusign Services (or associated Documentation) which include identification such as “AI-assisted” or similar. Unless otherwise defined in this AI Attachment, capitalized terms have the meaning given to them in the Agreement.
1. DEFINITIONS.
“AI Output” means the data (e.g., responses, suggestions, or other content) generated by the AI Services from Customer’s use of AI Services.
“AI Services” means any and all artificial intelligence or machine learning software, technologies, features, or functionalities, including without limitation generative models, artificial intelligence algorithms or machine learning models, learnings or datasets. For clarity, the AI Services are deemed a part of the Docusign Services.
“AI Usage Data” means any data, insights, or other information generated or derived from AI Output and/or Customer Data, in aggregated and de-identified form.
2. APPLICABILITY OF THIS AI ATTACHMENT.
For Customers using Docusign IAM, as defined in and governed by the Service Schedule for Docusign IAM (located at: https://www.docusign.com/legal/terms-and-conditions/schedule-docusign-iam), this AI Attachment shall, in addition to the Agreement and all applicable Service Schedules and Attachments, apply.
For Customers using Docusign CLM, as defined in and governed by the Service Schedule for Docusign CLM (located at: https://www.docusign.com/legal/terms-and-conditions/schedule-docusignclm), this AI Attachment shall, in addition to the Agreement and all applicable Service Schedules and Attachments, apply.
For Customers using Docusign eSignature, as defined in and governed by the Service Schedule for Docusign eSignature (located at: https://www.docusign.com/legal/terms-and-conditions/schedule-docusign-signature), this AI Attachment shall, in addition to the Agreement and all applicable Service Schedules and Attachments, apply, with the exception of Section 4.
For Customers using Docusign Insight and/or Docusign Analyzer, each as defined in and governed by the Service Schedule for Docusign Insight and Docusign Analyzer (located at: https://www.docusign.com/legal/terms-and-conditions/schedule-docusign-insight-analyzer), this AI Attachment shall not apply.
For Customers using any Docusign Service(s) not specifically identified in this Section 2, this AI Attachment shall, in addition to the Agreement and all applicable Service Schedules and Attachments, apply, with the exception of Section 4.
3. AI OUTPUT.
3.1 Ownership. As between the Parties, Customer owns the AI Output to the extent protectable under applicable intellectual property law and subject to the restrictions set forth in Section 3.2. Customer acknowledges that AI Output is not Customer Data.
3.2 Restrictions. Customer will not, and will not permit any Authorized User to: (a) use the AI Output other than for Customer’s own internal business purposes; (b) develop artificial intelligence or machine learning models or extractions from the AI Output; (c) attempt to reverse engineer or extract components of any Docusign Services, AI Services, or associated models; (d) engage in prompt engineering attacks or other malicious attempts to extract information, know how, data, or other information from the AI Services; or (e) license, sub-license, sell, re-sell, rent, lease, transfer, distribute or otherwise make any portion of the AI Output available to third parties except as otherwise expressly provided in the Agreement.
3.3 License to AI Output. Customer hereby grants Docusign a perpetual, non-revocable, non-exclusive, worldwide, royalty-free right and license, with the right to sublicense, to use, host, reproduce, display, perform, and modify the Customer Data and AI Output strictly for the purposes of: (a) hosting, operating, and providing Docusign Services for Customer; and (b) generating AI Usage Data. This Section will survive expiration or termination of the Agreement to the extent any Customer Data is provided, or AI Output is generated prior to such expiration or termination. Docusign will continue to treat Customer Data and AI Output as Confidential Information post termination and/or expiration of the Agreement.
3.4 De-Identification of Customer Data and AI Output. Prior to performing Docusign’s AI/ML Training (defined in Section 4.1 below), Docusign will de-identify and anonymize all such Customer Data and AI Output, and before disclosing such de-identified and anonymized data (except to Affiliates or subcontractors), Docusign will aggregate it.
4. OPT-OUT RIGHTS; AI/ML TRAINING RIGHTS.
4.1 AI/ML Training. Subject to Sections 3.4 and 4.2, Customer hereby grants Docusign a non-exclusive, worldwide, royalty-free right and license, with the right to sublicense, to use, host, reproduce, display, perform, and modify the Customer Data and AI Output strictly for the purposes of improving Docusign Services and AI Services generally, including, without limitation, training computational (artificial intelligence) algorithms, machine learning models, and neural networks, for creating outputs and datasets, and for other machine learning purposes (“Docusign’s AI/ML Training”). For clarity, Docusign will not exercise Docusign’s AI/ML Training rights except to the extent permitted by the Agreement.
4.2 Opt-Out Rights. Customer may, at any time, elect to opt-out of Docusign’s AI/ML Training utilizing the applicable “opt-out” toggle or feature within the applicable Docusign Service, whereby Docusign will no longer have Docusign’s AI/ML Training rights for any Customer Data or AI Output generated during such time as Customer is opted out. For clarity, Docusign will continue to have Docusign’s AI/ML Training rights to Customer Data and AI Output that was de-identified during any period(s) of time in which the Customer was opted in.
5. RESERVATION OF RIGHTS. Notwithstanding anything to the contrary in this AI Attachment, and without limiting Docusign’s rights under the Agreement, Docusign will exclusively own and retain all right, title, and interest in and to the AI Services (including without limitation any improvements or modifications thereto and any learning derived therefrom), AI Usage Data, and all intellectual property rights in each of the foregoing. Docusign shall also retain all right title and interest in and to the de-identified and anonymized data referenced in 3.4 above.
6. REPRESENTATIONS AND WARRANTIES. In addition to Customer’s representations and warranties elsewhere in the Agreement, Customer represents and warrants that it has obtained and will maintain all required rights, permissions, consents, and authorizations for the access to and use of Customer Data (including any personal data therein), and to transmit Customer Data to the AI Services or otherwise to Docusign, in connection with this AI Attachment.
7. DISCLAIMERS.
7.1 General. THE AI SERVICES AND AI OUTPUT ARE PROVIDED ON AN “AS IS” BASIS. IN ADDITION TO THE DISCLAIMERS IN THE AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY OPERATION OF LAW, WHETHER STATUTORY OR OTHERWISE, DOCUSIGN MAKES NO WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, TO CUSTOMER, ITS AUTHORIZED USERS OR TO ANY OTHER PARTY, REGARDING THE AI SERVICES, AI OUTPUT, OR ANY OTHER SERVICES OR MATERIALS PROVIDED HEREUNDER, AND HEREBY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO:(I) NON-INFRINGEMENT; (II) ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE; AND (III) ANY WARRANTY THAT USE OF THE AI SERVICES WILL BE ERROR-FREE, BUG-FREE, OR UNINTERRUPTED.
7.2 AI/ML. DUE TO THE NATURE OF MACHINE LEARNING AND ARTIFICIAL INTELLIGENCE, ANY AI OUTPUT MAY NOT BE UNIQUE AND THE SERVICES MAY GENERATE THE SAME OR SIMILAR AI OUTPUT FOR CUSTOMER OR A THIRD PARTY. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, THE AI SERVICES MAY IN SOME SITUATIONS PRODUCE AI OUTPUT THAT IS INACCURATE, INCORRECT, OFFENSIVE OR OTHERWISE UNDESIRABLE. THE ACCURACY, QUALITY AND COMPLIANCE WITH APPLICABLE LAW OF THE AI OUTPUT IS DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE CUSTOMER DATA INPUTTED INTO THE AI SERVICES AND CUSTOMER’S COMPLIANCE WITH THE AGREEMENT (INCLUDING THIS AI ATTACHMENT). NOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN, DOCUSIGN WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR OR IN CONNECTION WITH ANY AI OUTPUT, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM AI OUTPUT, OR ITS USE. CUSTOMER SHALL EVALUATE THE CONTENT, NATURE, TONE AND ACCURACY OF ANY AI OUTPUT AS APPROPRIATE FOR THE APPLICABLE USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE AI OUTPUT.