SERVICE SCHEDULE for DOCUSIGN CLM

Service Schedule version date: March 15, 2022

Unless otherwise defined in this Service Schedule for DocuSign CLM (the “Service Schedule”), capitalized terms have the meaning given to them in the Agreement.

1. DEFINITIONS

“CLM Analytics Data'' means, without limitation, any data, information, insights, or output generated or derived from Customer’s use of DocuSign CLM (including, for clarity, DocuSign Insights and DocuSign Analyzer, if Customer has purchased the CLM+ edition of DocuSign CLM), and any data models created, derived from, adapted, enhanced, or developed by DocuSign using Customer Data and Customers and/or its Authorized Users’ use of DocuSign CLM. CLM Analytics Data may also include any underlying data architecture, including without limitation, the data infrastructure, schema, rules, components, specifications, methods or processes and components that dictate how data interacts and is organized, calculated or translated from various sources into one or more meaningfully defined data models and related security protocols as integrated and applies at each state of data processing as related to DocuSign CLM.

“DocuSign Analyzer” means the DocuSign Service consisting of software application and platform solutions, which provides the ability to perform contract analytics on pre-execution eDocuments.

“DocuSign Insight” means the DocuSign Service consisting of software application and platform solutions, which provides the ability to find, filter and analyze eDocuments.

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

2. ADDITIONAL USAGE LIMITATIONS AND CUSTOMER RESPONSIBILITIES

DocuSign’s provision of DocuSign CLM is conditioned on Customer’s acknowledgement of and agreement to the following:

(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) DocuSign CLM is a tool to be used by Customer in the course of exercising its own professional judgment, and DocuSign shall not be liable to Customer or any third party for any decision made or action taken by Customer in reliance on information or content generated, collected, stored, or otherwise processed by Customer using DocuSign CLM. Customer acknowledges and agrees that neither DocuSign CLM (nor, for clarity, DocuSign Insights or DocuSign Analyzer, if Customer has purchased the CLM+ edition of DocuSign CLM) 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; and

(f) Customer shall not use DocuSign CLM or CLM Analytics Data 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. USE OF CLM ANALYTICS DATA.

DocuSign may collect and use CLM Analytics Data for its reasonable business purposes, including developing, training, and improving its products and services. DocuSign’s automated systems may analyze Customer Data and Customer usage patterns for DocuSign’s reasonable business purposes, including to improve and develop DocuSign’s current and future products, services, methods, and processes. DocuSign may disclose CLM Analytics Data only in a manner that does not identify Customer, its Authorized Users, Customer Data, or Customer Confidential Information. Customer may use CLM Analytics Data provided or made accessible to Customer via DocuSign CLM (e.g., reports) for Customer’s internal business purposes and subject to the restrictions set forth in Section 2 of this Service Schedule.

4. eDOCUMENT STORAGE AND DELETION.

4.1 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.

4.2 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.

5.  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), based on the CLM edition Customer has purchased, as specified on the applicable Order Form(s).

5.1 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 may, through its Account Administrator, 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.

5.2 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 documents held within all of Customer’s DocuSign CLM instances (including, for clarity, all of Customer’s DocuSign Insights instances (but not DocuSign Analyzer instances), if Customer has purchased the CLM+ edition of DocuSign CLM) at any one time; and (ii) the number of documents held in Customer’s DocuSign CLM instances (including, for clarity, all of Customer’s DocuSign Insights instances (but not DocuSign Analyzer instances), if Customer has purchased the CLM+ edition of DocuSign CLM) 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.

5.3  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 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) Documents. For a subscription to DocuSign CLM based on Document Count, if Customer holds or processes eDocuments in 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.