SERVICE SCHEDULE FOR DOCUSIGN INSIGHT AND DOCUSIGN ANALYZER

Service Schedule version date: May 30, 2024

Unless otherwise defined in this Service Schedule for Docusign Insight and Docusign Analyzer (the “Service Schedule”), capitalized terms will have the meaning given to them in the Agreement.

1. DEFINITIONS

“AI Output” means the data (e.g., responses, suggestions, or other output) 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 Analytics Services.

“AI Usage Data” means any data, insights, or other information generated or derived from AI Output and/or Customer Data, which for the purposes of this Service Schedule and the Analytics Services is not in aggregated and de-identified form, given the single-tenant nature of the Analytics Services.

“Analytics Services” means Docusign Insight and, where applicable, Docusign Analyzer.

“Docusign Analyzer” means the Docusign Service that may be purchased as an add-on to Docusign Insight, consisting of software applications and platform solutions provided over the internet that enable Customer and its Authorized Users to perform contract analytics on pre-execution eDocuments.

“Docusign Insight” means the Docusign Service consisting of software applications and platform solutions provided over the internet that enable Customer and its Authorized Users to find, filter and analyze eDocuments.

“Internal Business Purposes” means the processing by the Analytics Services, in the ordinary course of Customer’s business, of eDocuments belonging to Customer and Customer’s Affiliates.

2. ANALYTICS SERVICES ADDITIONAL USAGE TERMS AND LIMITATIONS

2.1 Docusign provides the Analytics Services, and Customer’s use of the Analytics Services, is subject to Customer acknowledging and agreeing to the following conditions:

(a) Customer shall only access and use the Analytics Services for Customer’s and Customer’s Affiliates’ Internal Business Purposes;

(b) Customer shall not use the Analytics Services or any portion thereof for commercial sale, sublicense, lease, access or distribution, including without limitation to provide processing services to third parties;

(c) Customer shall not modify, decompile, disassemble, or reverse engineer the Analytics Services and shall not create derivative works of the Analytics Services (except to the extent, if any, that applicable law prohibits restrictions on such activities); and

(d) Customer acknowledges and agrees that neither Docusign nor the Analytics Services are providing Customer with legal advice and that Customer shall consult its own legal subject matter expert as needed as determined by Customer in Customer’s sole discretion.

(e) Customer shall not use the Analytics Services to train, calibrate, or validate, in whole or in part, any other systems, programs or platforms, or for benchmarking, software-development, or other competitive purposes.

3. AI OUTPUT.

3.1 Ownership. As between the Parties, Customer owns the AI Output to the extent protectable under applicable intellectual property law, provided that Customer may use AI Output solely for its Internal Business Purposes, subject to the restrictions set forth in Section 3.2. For clarity, AI Output is not Customer Data.

3.2 Restrictions. Customer will not, and will not permit any Authorized User to: (i) use the AI Output other than for Customer’s own Internal Business Purposes, (ii) develop artificial intelligence or machine learning models or extractions from the AI Output; (iii) attempt to reverse engineer or extract components of any Docusign Services, AI Services, or associated models; (iv) engage in prompt engineering attacks or other malicious attempts to extract information, know how, data, or other information from the AI Services; or (iv) license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share 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 non-exclusive, worldwide, royalty-free right and license, with the right to use, host, reproduce, display, perform, and modify the Customer Data and AI Output strictly for the purposes of hosting, operating, and providing Docusign Services for Customer.

4. ARTIFICIAL INTELLIGENCE TRAINING. Customer Data, AI Output, and AI Usage Data processed within the Analytics Services shall be processed solely to provide the Analytics Services to Customer, including without limitation, to train artificial intelligence algorithms that apply only to Customer’s instance(s) of Docusign Insight and Docusign Analyzer, and not for Docusign’s AI/ML Training (as defined in the AI Attachment for Docusign Services available here: https://www.docusign.com/legal/terms-and-conditions/ai-attachment-docusign-services), which involves improving Docusign Services and training artificial intelligence algorithms globally to benefit all Docusign customers. For clarity, if Customer uses other Docusign Services and has consented to Docusign AI/ML Training within such other Docusign Services, the Docusign AI/ML Training rights shall not extend to the Analytics Services. For additional clarity, Customer Data that leaves the Analytics Services to be processed by other Docusign Services shall be governed by the terms and conditions applicable to such other Docusign Services, including terms and conditions regarding Docusign AI/ML Training.

5. SUBSCRIPTION PLANS AND FEES. Docusign Insight and Docusign Analyzer are each made available based on a prepaid subscription and are subject to any additional restrictions that may be set forth on the applicable Order Form(s).

5.1 Docusign Analyzer. A subscription to Docusign Analyzer is based on Seat Allowance.

(a) “Seat Allowance” means the maximum number of Authorized Users that Customer may have registered in its Docusign Analyzer Account at a given time. Authorized Users are assigned by Customer’s Account Administrator. For clarity, Authorized Users may be referred to as “Seats” on an Order Form. No two individuals shall log onto or use Docusign Analyzer as the same Authorized User, but Customer, through its Account Administrator, may unregister individuals who are Authorized Users and replace them with new individuals as Authorized Users without penalty, so long as Customer does not exceed the Seat Allowance.

(b) Seat Allowance Overages. If Customer, through its Account Administrator, adds more Authorized Users than permitted under the Seat Allowance specified on the applicable Order Form(s), then Customer shall be charged for one additional Seat for each additional Authorized User for the remainder of the Term on a pro rata basis, calculated based on the amount of time remaining in the Term, at the then-current list price for Users of the applicable subscription type (or such other amount as may be specified on the Order Form). Such charges would be immediately due and payable at the time the additional Authorized User(s) was added.

5.2 Docusign Insight. A subscription to Docusign Insight is based on Document Count.

(a) Document Count” means the number of eDocuments held within or processed by Docusign Insight that is the sum of: (i) the number of unique eDocuments held within Customer’s Docusign Insight instance(s) at any one time; and (ii) the number of eDocuments held within Customer’s Docusign Insight instance(s) that Customer exported or downloaded and then deleted from such instance(s) during the applicable Term. For clarity, Document Count may be referred to as “Per Agreement” pricing on an Order Form. For clarity, eDocuments used solely for Docusign Analyzer shall not count against the Document Count for Docusign Insight.

(b) Document Count Overages. If Customer holds or processes eDocuments in Docusign Insight in excess of the permitted Document Count specified on the applicable Order Form(s), then Customer shall be charged a per-eDocument overage fee for each eDocument held or processed in excess of the permitted Document Count at the then-current list price for the applicable subscription type (or such other amount as is specified on the Order Form). Such overage charges would be invoiced monthly in arrears.

6. RESERVATION OF RIGHTS. Notwithstanding anything to the contrary in this Service Schedule, 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), and all intellectual property rights in each of the foregoing.

7. ADDITIONAL 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 Service Schedule.

8. DISCLAIMERS.

8.1 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.

8.2 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 SERVICE SCHEDULE). 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.