SERVICE SCHEDULE FOR DOCUSIGN CLM

Service Schedule version date: May 30, 2024

Unless otherwise defined in this Service Schedule for Docusign CLM (the “Service Schedule”), capitalized terms have the meaning given to them in the Agreement. For Customers purchasing Docusign CLM+, the Service Schedule for Docusign Insight and Docusign Analyzer will apply to Customer’s use of the portion of Docusign CLM+ services that exist within Docusign Insight and Docusign Analyzer.

1. DEFINITIONS

“Docusign CLM” means the Docusign Service consisting of contract lifecycle management software applications and platform solutions provided over the internet.

“Docusign Monitor” means the Docusign CLM add-on feature, which provides online display and alerting services for available Docusign CLM event activity, based on an organization’s use of Docusign CLM.

2. ADDITIONAL USAGE LIMITATIONS AND CUSTOMER RESPONSIBILITIES. Docusign provides Docusign CLM subject to Customer acknowledging and agreeing to the following conditions:

(a) Nothing in this Service Schedule shall be construed to make Docusign a party to, and Docusign makes no representation or warranty regarding, any content generated, collected, stored, shared, or otherwise processed using Docusign CLM;

(b) Between Docusign and Customer, Customer has exclusive control over and responsibility for the accuracy, quality, integrity, legality, format, and contents of Customer Data and content generated, collected, stored, shared, or otherwise processed using Docusign CLM, the means by which Customer (or its agents or Affiliates) acquired the Customer Data or content, and Customer’s use of the Customer Data or content;

(c) Customer may use Docusign CLM to send requests for electronic review of Customer Data or content generated, collected, stored, shared, or otherwise processed using Docusign CLM to third-party users who are not Authorized Users (e.g., Customer’s customers and/or vendors). Customer shall be responsible for activities conducted by the third-party users within Docusign CLM and with respect to Customer Data and content;

(d) Docusign is not responsible for determining for how long eDocuments, contracts, Customer Data, and/or other content are required to be retained or stored in Docusign CLM under applicable laws, regulations, or legal or administrative agency processes. Further, Docusign shall not be responsible for producing any of Customer’s eDocuments, Customer Data, or other content to any third party;

(e) Customer shall not avoid purchasing a Seat by using the Docusign CLM external review functionality to send an eDocument to an individual who otherwise fits the definition of an Authorized User, but for whom Customer has not purchased a Seat; and

(f) If Customer uses Docusign Monitor as part of Docusign CLM, then Customer agrees that it is solely responsible for setting and enforcing its own security configurations and alerts within Docusign Monitor. Docusign Monitor may be provided to Customer with default alerts, however, Customer remains solely responsible for determining whether the alert settings meet Customer’s requirements.

3. eDOCUMENT STORAGE AND DELETION.

3.1 Default Storage.By default, an eDocument (including any Customer Data contained in an eDocument) saved by Customer in Docusign CLM will be stored for the duration of the Term, or until the Customer deletes the eDocument, whichever occurs first. If Customer requires a different retention/deletion schedule, Customer shall, through its Account Administrator, set an alternate retention/deletion schedule for eDocuments stored in Docusign CLM.

3.2 Retrieval of eDocuments. During the Term, Customer may use Docusign CLM to retrieve electronic copies of stored eDocuments at no additional cost. If Customer fails to retrieve its eDocuments (including any Customer Data contained in an eDocument) before the Term has expired, Customer may request, no later than ninety (90) days after the Term has expired, that Docusign provide Professional Services to help retrieve eDocuments that remain stored in Docusign CLM, the details of which would be set forth in a SOW for Professional Services. If Customer does not contact Docusign to initiate retrieval within such ninety (90)-day period, then after such ninety (90)-day period has ended, Docusign shall have no obligation to retain or provide any eDocument (including any Customer Data contained in an eDocument), and shall have the right to delete Customer’s Docusign CLM Account and eDocuments (including any Customer Data contained in eDocuments) in Customer’s Docusign CLM Account or otherwise in Docusign’s possession or control.

4. SUBSCRIPTION PLANS AND FEES. Docusign CLM is made available based on a prepaid subscription and is subject to any additional restrictions that may be set forth on the applicable Order Form(s). A subscription to Docusign CLM may be based on Seat Allowance (defined below) and/or Document Count (defined below), depending on the CLM edition Customer has purchased, as specified on the applicable Order Form(s).

4.1 Seat Allowance. “Seat Allowance” means the maximum number of Authorized Users that Customer may have registered in its Docusign CLM 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 CLM 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.

4.2 Document Count. “Document Count” means the number of eDocuments held within or processed by Docusign CLM that is the sum of: (i) the number of unique eDocuments held within all of Customer’s Docusign CLM instances at any one time; and (ii) the number of eDocuments held in Customer’s Docusign CLM instances that Customer exported or downloaded and then deleted from such instances during the applicable Term. For clarity, Document Count may be referred to as “Per Agreement” pricing on an Order Form.

4.3 Overages.

(a) Seats. For a subscription to Docusign CLM based on Seat Allowance, if Customer, through its Account Administrator, adds more Authorized Users than permitted under the Seat Allowance, 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 Authorized 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.

(b) eDocuments. For a subscription to Docusign CLM based on Document Count, if Customer holds or processes eDocuments in Docusign CLM 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.

5. ADDITIONAL DOCUSIGN CLM ADD-ON TERMS. If Customer purchases one of the following additional Docusign CLM products or add-on features, the following additional terms will apply to Customer’s use of that product or feature:

5.1 Docusign Monitor.

(a) Customer acknowledges that the output data displayed within Docusign Monitor as described in the Documentation is Docusign proprietary information. Customer may use such output data only in connection with its use of Docusign Monitor for internal business purposes and solely during the Term. Upon expiration or termination of the Docusign Monitor subscription Term, Customer’s right to use the output data terminates immediately. Docusign shall have no obligation to maintain or provide any output data to Customer following termination or expiration, and Docusign may delete all output data without notice.

(b) If Customer accesses Docusign Monitor via Splunkbase, Customer acknowledges that Docusign may receive User Data, and agrees that Splunk Inc. and its affiliates are not responsible for the privacy, security or integrity of the User Data in or processed by Docusign Monitor’s application on Splunkbase. “User Data”, for purposes of this Section, shall mean the user’s contact information and information stored in Splunk Inc. and its affiliates’ systems about user’s configuration and usage of the Docusign Monitor application within Splunkbase.

5.2 Government Products. If Customer purchases a Docusign CLM product with a FedRAMP or for State and Local Government designation, as set forth in the Order Form (“Docusign CLM Government Products”), the following additional terms will apply:

(a) Customer Data uploaded into Docusign CLM Government Products will be hosted within Docusign’s FedRAMP Moderate authorized boundary. “FedRAMP” means the Federal Risk and Authorization Management Program. Customers may use “connectors” to connect to other Docusign products or services or to third party products or services to exchange information (also known as interoperability). For example, a Docusign/Salesforce Connector can be used to connect Docusign CLM Government Products to a Salesforce product so that information may be exchanged between the two connected systems.

(b) If Customer chooses to connect Docusign CLM Government Products to any other Docusign product or to any third-party products or services, Customer authorizes Docusign to export Customer Data outside of Docusign’s FedRAMP Moderate authorized boundary for the processing and use of Customer Data by Customer, Docusign, and/or such third parties (as applicable). For clarity, where Customers connect Docusign CLM Government Products with any other products or services, Docusign disclaims all liability for FedRAMP control compliance or Customer's obligations relating to Customer Data exported from Docusign’s FedRAMP Moderate authorized boundary.

5.3 Department of Defense (DoD) Impact Level 4 (IL-4). If Customer purchases a Docusign CLM product with a DoD/IL-4 designation ("Docusign CLM DoD/IL-4”), as set forth in the Order Form, the following terms will apply:

(a) Reference to the Memorandum previously provided to DISA Authorizing Official (dated October 22, 2023) detailing the Provisional Authorization (PA) granted by DISA, exceptions to/exclusions from the PA, and conditions Docusign is required to meet in order to maintain the PA for U.S. Department of Defense Impact Level 4 (DoD/IL-4).

(b) Customer agrees: (i) not to use Docusign CLM DoD/IL-4 in the Production Environment without a BCAP connection (or DISA approval); (ii) not to process, store or transmit IL-4 production data without a BCAP connection to NIPRnet; (iii) not to use Docusign CLM DoD/IL-4 to connect to any Docusign Services or applications via an unauthorized endpoint outside of the NIPRnet or non-BCAP connections; (iv) Customer is responsible for any Customer Data sent to third party applications (regardless of whether such third party applications are IL-4 certified); and (v) Enterprise Premier Support for IL-4 customers is available from 9 am EST - 8 pm EST.