EU ADVANCED ELECTRONIC SEAL ATTACHMENT for DOCUSIGN ESIGNATURE
Service Attachment revision date: August 28, 2018. Unless otherwise defined in this Service Attachment, capitalized terms will have the meaning given to them in the Agreement.
1. DEFINITIONS.
“Certificate(s)” mean(s) an electronic file issued by the CA that attests the unique link between the Customer Identity and the Public Key of the Customer. The Public Key is uniquely associated with the Private Key. In this case, the term “Certificate” means the certificate for electronic seal, as defined in Article 3-29 of eIDAS, generated by the CA to the benefit of a Customer and used to create the electronic seal by Customer, via the Service, on eDocument(s).
“Certification Authority” (or “CA”) is Docusign France, the authority that generates Certificates and manages the Certificate lifecycle (issuance, renewal, revocation) on the request of the Customer, in accordance with the rules and practices defined in its Certificate Policy(ies).
“Certificate Policy(ies)” (or “CP”) means the set of rules published by the CA. A Certificate Policy describes the general characteristics of the Certificates as well as the obligations and responsibilities of the CA, Customer and any other PKI component involved in the management of a Certificate lifecycle. The CP is published by the CA.
“Customer Identity” is the name officially registered with a government body (for example, name of the legal entity officially registered for the Customer, brand owned by the Customer, marketing name of the company as officially registered, etc.).
“Documentation” means the commercial, functional, and technical documentation relating to the Service and provided by Docusign to Customer, including Certificate Policies. Documentation can be in a paper format, on a magnetic storage medium or in any other format used by Docusign.
“Docusign France” (or “DSF”) means Docusign France SAS, an Affiliate of Docusign.
“eIDAS” means EU Regulation No. 910/2014.
“Electronic Seal Creation Device” (or “ESCD”) means configured hardware security module (HSM) used to create an EU Advanced Electronic Seal.
“EU Advanced Electronic Seal(s)” means data in electronic form, which is attached to or logically associated with other data in electronic form to ensure the latter’s origin and integrity, which meets the requirements set out in Article 36 of eIDAS.
“Private Key” means a mathematical key, associated to the Public Key contained in the Certificate, that is secret and that is uniquely contained within an Electronic Seal Creation Device and activated by the Customer to create a seal on eDocument(s). Private key shall be generated inside the ESCD.
“Public Key” means a mathematical key, associated to the Private Key, that is public, that is contained in the Certificate and is used to verify a sealed eDocument.
“Seal User” is an Authorized User that is assigned and expressly authorized by Customer, through its Account Administrator, to use and apply EU Advanced Electronic Seals to eDocuments using the Service.
“Service” means the EU Advanced Electronic Seal service provided to the Customer via Docusign eSignature.
“Trust Service Provider” (or “TSP”) means a legal person that provides one or more trust services either as a qualified or as a non-qualified trust service provider and that meets applicable regional or national standards and requirements, such as those published by European Telecommunications Standards Institute (ETSI).
2. EU ADVANCED ELECTRONIC SEAL.**
2.1 The parties acknowledge and agree that: (a) Docusign France is a “Trust Service Provider” for the purpose of providing the Service; (b) where Customer contracts with Docusign for the provision of EU Advanced Electronic Seals under the Service and related certification services, Docusign is authorized to act as an agent for and on behalf of Docusign France for the purpose of contracting with Customer while Docusign France is the entity providing the actual delivery of any EU Advanced Electronic Seals under the Service; and (c) the use of the Service is conditional upon Customer adhering to the terms of the Agreement, including this Service Attachment.
2.2 During the Term and subject to the terms and conditions of this Service Attachment, Customer, through its Account Administrator, may assign and expressly authorize Customer’s Seal Users to use and apply EU Advanced Electronic Seals to eDocuments with the Service via Docusign eSignature. The right to use the Service is limited to Customer’s Seal Users.
2.3 If Customer chooses to use a TSP, CA or third-party to host the ESCD that is distinct from Docusign France, Customer shall execute a separate agreement which sets forth the service-specific terms and conditions applicable to the Service.
3. CUSTOMER RESPONSIBILITIES.
3.1 Customer expressly acknowledges having received from Docusign all of the information it requires to assess whether the Service meets its needs and to take all necessary precautions for the implementation and operation of the Service.
3.2 Customer acknowledges that the use of the Service is subject to valid Certificates and failure to renew Certificates may result in an interruption of the Service.
3.3 Customer shall:
(a) Implement internal control mechanisms to ensure that only Customer’s authorized Seal Users can use the Service.
(b) Ensure that Seal Users using the Service comply with all of Customer’s obligations under this Service Attachment.
3.4 Customer agrees that it is responsible for the acts and omissions of Account Administrators and Seal Users relating to this Service Attachment as though they were those of Customer.
3.5 Customer expressly acknowledges that its Seal Users have the authority to use and apply EU Advanced Electronic Seals to eDocuments on behalf of Customer.
4. DOCUSIGN RESPONSIBILITIES.
Docusign shall ensure: (a) its and its Affiliates’ data centers are secured and trustworthy in accordance with industry standards and use high-performance products in terms of reliability, security, and confidentiality; and (b) that EU Advanced Electronic Seals applied with the Service, subject to Customer fulfilling its responsibilities under this Service Attachment, will conform with the requirements for advanced electronic seals set out in Article 36 of eIDAS.
5. TERMINATION.
Upon the expiration or termination of this Service Attachment for any reason: Customer shall promptly return to Docusign, as of the expiry and/or effective termination date, any Documentation made available by Docusign for the performance of this Service Attachment and any copies of any nature stored in any medium, including a digital medium, or, if applicable and if expressly requested by Docusign, destroy the Documentation and any copies made in any medium.
6. THIRD PARTY CLAIMS.
In addition to the third party claims obligations set forth in the Agreement, Customer will indemnify Docusign and its Indemnified Parties from, and defend Docusign and the Indemnified Parties against, any Claim to the extent arising from or related to: (a) any representations or warranties regarding the Service made by Customer to any third parties (including without limitation Signers) not authorized by Docusign; and (b) non-performance of any of obligations by Customer.