SERVICE ATTACHMENT FOR DOCUSIGN SECURITY APPLIANCE & DOCUSIGN DISPLAY APPLIANCE

This Service Attachment was last updated on October 23, 2019. Unless otherwise defined in this Service Attachment, capitalized terms will have the meaning given to them in the Agreement.

1. DEFINITIONS  

 “Docusign Security Appliance” or “Security Appliance” means the Docusign Service which provides the security appliance software, in object code form, consisting of management of Customer’s Docusign encryption key in Customer’s data center.

“Docusign Display Appliance” or “Display Appliance” means the Docusign Service which provides the display appliance software, in object code form, consisting of rasterization and rendering of Customer’s eDocuments.

2. SECURITY APPLIANCE LICENSE

2.1  Subject to the terms and conditions of the Agreement, for the duration of the Term of this Service Attachment, Docusign grants to Customer a personal, revocable, non-exclusive, non-transferable, limited license to install and use the object code version of Security Appliance solely in connection with Docusign Services, and solely in accordance with the Documentation. Any use of Security Appliance on a stand-alone basis is strictly prohibited.

2.2  Except as otherwise expressly provided in this Service Attachment or an applicable Order Form, Customer may install and use only a single instance of Security Appliance on a single computer file server within Customer’s internal network.  Unless otherwise expressly permitted hereunder, no other server or network use of Security Appliance is permitted, including, but not limited to, use of Security Appliance: (a) either directly or through commands, data or instructions from or to another computer or (b) for internal network, internet or web hosting services.

3. TECHNICAL SUPPORT AND UPDATES 

3.1  Customer shall be entitled to receive limited technical support with respect to Security Appliance, if any, when and as provided by Docusign or its agents pursuant to the support policies provided for Docusign Services or as otherwise specified in writing by Docusign during the Term.    

3.2  Docusign or its agents may provide Customer with updates or new versions of the Security Appliance from time-to-time during the Term.  Updates and/or new versions of Security Appliance may be provided to Customer subject to additional or different terms and conditions which shall be deemed accepted by Customer upon installation or use of such update or version. Customer agrees to install such updates or new versions within ninety (90) days from the date they are first made available to Customer as a condition of obtaining technical support as provided in Section 3.1 of this Service Attachment. Customer acknowledges that failure to timely update Security Appliance may prevent it from functioning properly, and that Docusign shall have no liability for such malfunction caused by Customer’s failure to install required updates. Notwithstanding the foregoing, Customer agrees to immediately install any update or new version of Security Appliance designated by Docusign as “urgent” or otherwise indicating a need for immediate attention due provided by Docusign for the purpose of avoiding or resolving a third-party claim of intellectual property infringement applicable to a previous version of Security Appliance.

4. COPYRIGHT RESTRICTIONS

4.1  Customer agrees that upon request of Docusign or its authorized representatives, Customer will (within thirty (30) days) fully document and certify that any and all use of Security Appliance at the time of the request is in conformity with Customer’s valid licenses from Docusign. 

4.2  Customer will not copy Security Appliance, except to make a back-up copy that is not installed or used on any computer.  Any copy of Security Appliance that Customer makes must contain the same copyright and other proprietary notices that appear on or in Security Appliance. 

4.3  Customer will not: (a) modify, adapt or translate Security Appliance; (b) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of Security Appliance except to the extent Customer may be expressly permitted to decompile under applicable law; (c) remove or destroy any copyright notices or other proprietary markings; or (d) authorize all or any portion of Security Appliance to be copied onto another user's computer or server except as may be expressly permitted herein.

5. NO WARRANTY; DISCLAIMERS

5.1  No Warranty. Docusign makes no representation or warranty of any kind, whether express, implied in fact or by operation of law, or statutory, as to any matter whatsoever. Security Appliance is provided “AS-IS”, “AS AVAILABLE” and, to the fullest extent permissible by law, without any representation or warranty, whether express, implied or statutory.  If an “AS-IS” warranty is prohibited by law, then Docusign warrants only to Customer that the electronic copy of Security Appliance that is delivered to Customer by Docusign will be free from material defects for thirty (30) days following delivery. Docusign’s entire liability and Customer’s exclusive remedy for breach of this warranty will be, at Docusign’s sole and exclusive option, either repair or replacement of the electronic copy of Security Appliance that does not meet this warranty. This limited warranty will be void if failure of Security Appliance has resulted from any accident, abuse, misuse, or misapplication by Customer.

5.2  Disclaimer. Docusign specifically disclaims all implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement. Docusign makes no representations or warranties of any kind that Security Appliance is or will be uninterrupted or error-free or meet Customer’s requirements. Docusign shall not be responsible for any service interruptions including, but not limited to, System failures or other interruptions that may affect Security Appliance. Customer has no right to make or pass on any representation or warranty on behalf of Docusign to any third party.

6. DOCUSIGN DISPLAY APPLIANCE

This Section defines the obligations of the parties when Docusign Display Appliance is used with Docusign Security Appliance. In such case, the above provisions shall apply and remain in full force and effect.

6.1 Use of Docusign Display Appliance requires Customer’s purchase and deployment of Docusign Security Appliance. Customer is solely responsible for purchasing and maintaining the Docusign Security Appliance for use of Docusign Display Appliance.

6.2 Disclaimer. These terms apply only to Customer’s use of Docusign Display Appliance to send eDocuments to Signers to be signed with the Docusign Service. Docusign Display Appliance is not designed or intended to be used by Customer to receive eDocuments that originate outside of Customer’s Account. Docusign makes no representations or warranties of any kind that Docusign Display Appliance will perform as described herein with regard to eDocuments that originate outside of Customer’s Account.