SERVICE SCHEDULE for DOCUSIGN IAM
Service Schedule version date: May 30, 2024
Unless otherwise defined in this Service Schedule for Docusign IAM (the “Service Schedule”), capitalized terms will have the meaning given to them in the Agreement. If Customer’s purchase of Docusign IAM includes Docusign eSignature or Docusign CLM, the Service Schedule for Docusign eSignature and/or the Service Schedule for Docusign CLM will also apply to Customer’s use of Docusign IAM.
1. DEFINITIONS
“IAM Agreement(s)” means a single electronic file (in any supported file format type) stored in, generated by, or imported into the Docusign Service. IAM Agreements may be assorted and logically associated with other IAM Agreements in an Envelope, however each individual file within an Envelope will be counted as one IAM Agreement.
“Docusign IAM” means the Docusign platform through which the Docusign Services are provided to the Customer for end-to-end IAM Agreement creation, send, and management services. The Docusign platform consists of individual Docusign Services including Docusign eSignature, Docusign Maestro (or such other then-current Workflow management service) and Docusign Navigator (or such other then-current IAM Agreement search, save, and store capability).
“Docusign Maestro” means the Docusign Service that provides Workflow management that permits Customer to modify, create, import, or export data out of Docusign IAM.
“Docusign Navigator” means the Docusign Service that provides Customers with enhanced search, save, and store capabilities within Docusign IAM.
“Entitlement” means Customer’s access or use of the Docusign Services corresponding to a subscription level, pricing plan, or other charge for Docusign Services as indicated on the Order Form. This may be reflected on the Order Form as Seats, Users, IAM Agreements and/or in other units as Docusign may establish in the future. For clarity, Seats and Users have the same meaning as "Authorized User" in the MSA.
“Workflow” means a structured representation of the series of steps (including both Docusign applications and partner applications) to complete a specific IAM Agreement process.
“Feature” means a specific function within Docusign IAM which is priced and counted with specificity within Docusign IAM Plans (as defined below).
“Feature Count” means the allowance by which specific Features within the Docusign IAM Plan are provisioned to Customer for the Term of the Order Form as outlined in their Docusign IAM Plan.
2. DOCUSIGN IAM USAGE RESPONSIBILITIES AND LIMITATIONS
2.1 Docusign’s provision of Docusign IAM is conditioned on Customer’s acknowledgement of, and agreement to, the following:
(a) Nothing in this Service Schedule may be construed to make Docusign a party to any IAM Agreement processed through Docusign IAM, and Docusign makes no representation or warranty regarding the transactions sought to be effected by any IAM Agreement;
(b) Between Docusign and Customer, Customer has exclusive control over and responsibility for the content, quality, workflow, operation, enforceability, format and retention of any IAM Agreements as well as any transaction facilitated through Docusign IAM;
(c) Customer is responsible for its compliance with any applicable laws, regulations, or legal or administrative agency processes as it relates to Customer Data;
(d) Docusign is not responsible for or liable to produce any of Customer’s IAM Agreement or other documents to any third parties;
(e) Customer acknowledges that Workflows may not be unique to Customer. Docusign and other users of Docusign IAM may independently develop the same or similar Workflows as Customer. To that end, Customer’s use of Docusign IAM to generate Workflows is non-exclusive and does not preclude Docusign or any other users of Docusign IAM from generating the same or similar Workflows; and
(f) When the Agreement terminates or expires (whichever occurs first), Customer’s right to access Docusign IAM terminates immediately, and all Customer Data processed by Docusign IAM will be subject to prompt deletion. Docusign shall have no obligation to return such data to Customer after termination or expiration. Customer is advised to retrieve its data prior to termination.
3. SUBSCRIPTION PLANS AND FEES. Docusign IAM is made available based on a prepaid subscription, which is subject to the terms set forth in the applicable Order Form. For additional information on the specific Docusign IAM plans and their Features, please see https://www.docusign.com/iam/plan-allowances (the “Docusign IAM Plan(s)”). The relevant version of the hyperlink applicable to this Service Schedule is that which is effective on the date of execution of the Order Form.
3.1 Entitlement Allowance. Entitlement allowance may be reflected on the Order Form as “User Allowance” or “Seat Allowance” or as otherwise established by Docusign and means the maximum number of Entitlements that Customer is provisioned as set forth on the Order Form. Customers may have no more than this quantity active in its Account as assigned by Customer’s Account Administrator. For purposes of determining usage of Entitlements:
(a) The number of Entitlements in use is determined by the total number of registered and active Users or Seats in Customer’s Account with access to Docusign IAM at any time during the Term.
(b) No two individuals may log onto or use Docusign IAM as the same User or Seat, but Customer through its Account Administrator may unregister or deactivate Users or Seats and replace them with other Users or Seats without charge, so long as the number of active Users registered at any one time does not exceed the number of Entitlements purchased.
(c) Docusign may audit Customer’s use of its Entitlements by: (i) using data available through the use of the Docusign Services to verify whether or not the conditions of the User or Seat use are being adhered to by the Customer; or (ii) by requesting information from Customer from time to time regarding Customer’s use of Entitlements and Customer agrees to provide such information in a commercially reasonable amount of time. Docusign’s audit of Customer’s use pursuant to this Section 3.1(c) will not include the use or access to Customer Data.
3.2 Overages
(a) Users or Seats. If Customer through its Account Administrator adds more User or Seats than the User or Seat Allowance permitted under the Docusign IAM Plan as outlined on the Customer’s Order Form, Customer hereby agrees that additional charges shall be charged per additional Users or Seats for the remainder of the Order Term based on the Docusign IAM Plan. Additional Users or 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 Users or Seats under the applicable subscription type, or such other amount as is specified in the Order Form.
(b) Features. If Customer exceeds their outlined Feature Count as specified on the applicable Order Form(s) and Docusign IAM Plan, then Customer shall be charged a per Feature overage fee for each unit in excess of the permitted Feature Count at the then-current list price for the applicable subscription type (or such other amount as is specified on the Order Form or in the Docusign IAM Plan documentation).