TERMS AND CONDITIONS FOR USE OF DOCUSIGN FREE VERSIONS & LIMITED OFFERS
- ACCEPTANCE OF TERMS AND CONDITIONS
- MODIFICATION OF TERMS AND CONDITIONS
We reserve the right to modify these Terms and Conditions at any time and in any manner at our sole discretion by: (a) posting a revision on this Site; or (b) sending information regarding the amendment to the email address you provide to us. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THIS SITE TO OBTAIN TIMELY NOTICE OF ANY AMENDMENTS. YOU SHALL BE DEEMED TO HAVE ACCEPTED SUCH AMENDMENTS BY CONTINUING TO USE THE HOSTED SERVICES FOR MORE THAN 20 DAYS AFTER SUCH AMENDMENTS HAVE BEEN POSTED OR INFORMATION REGARDING SUCH AMENDMENTS HAS BEEN SENT TO YOU. You agree that we shall not be liable to you or to any third party for any modification of the Terms and Conditions.
“Account” means a unique account established by Customer in order to gain access to the Hosted Services.
“eContract” refers to a contract, notice, disclosure, or other record or document that you deposit into the System for Processing under the Hosted Services.
“Envelope” means an electronic record containing one or more eContracts consisting of a single page or a group of pages of data uploaded to the System.
“Hosted Services” means DocuSign’s On-demand Electronic Signature Service, as updated from time to time, which provides on-line display, certified delivery, acknowledgement, electronic signature, and storage services for eContracts via the Internet as set forth in the Hosted Services Specifications available at http://docusign.com/support/specifications.php (the “Specifications”).
“Process” and similar terms mean to perform any operation or set of operations, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, accessing, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
“System” refers to the software systems and programs, communication and network facilities, and hardware and equipment used by DocuSign or its agents to provide the Hosted Services.
“Transaction Data” means data associated with an eContract, including transaction history, eContract image hash value, information concerning method and time of eContract purge, and sender and recipient names, email addresses and signature IDs.
- HOSTED SERVICES
DocuSign will provide the Hosted Services in material conformance with the Specifications. Subject to these Terms and Conditions, you may use the Hosted Services to deliver, electronically sign, and store, as applicable, eContracts. You must be 18 years of age or older to register for an Account and use the Hosted Services. Customer's right to use the Hosted Services is limited to Customer’s personal use, and Customer agrees not to resell the use of the Hosted Services.
- RESPONSIBILITY FOR CONTENT OF COMMUNICATIONS
Customer agrees that it will not use or permit the use of the Hosted Services to send unsolicited mass mailings outside its organization, it being understood that the term “unsolicited mass mailings” includes all statutory and other common definitions, including all Commercial Electronic Marketing Messages as defined in the U.S. CAN SPAM Act. Customer agrees that it is solely responsible for the nature and content of all materials, works, data, statements, and other visual, graphical, written, or audible communications of any nature submitted by any Authorized User or otherwise Processed through its Account. Customer further agrees not to knowingly use the Hosted Services: (a) to communicate any message or material that is defamatory, harassing, libelous, threatening or obscene; (b) in a way that violates or infringes upon the intellectual property rights or the privacy or publicity rights of any person or entity or that may otherwise be unlawful or give rise to civil or criminal liability (other than contractual liability of the parties under eContracts Processed through the Hosted Services); or (c) in any manner that is likely to damage, disable, overburden, or impair the System or the Hosted Services or interfere in any way with the use or enjoyment of the Hosted Services by others; or (d) in any way that constitutes or encourages conduct that could constitute a criminal offense. Although DocuSign does not actively monitor the content Processed through the Hosted Services, DocuSign may at any time and without prior notice suspend any use of the Hosted Services and/or remove or disable any content as to which DocuSign is made aware of a reason for concern as to such use or content. DocuSign agrees to exert reasonable commercial efforts to provide Customer with notice of any such suspension or disablement before its implementation, or promptly thereafter.
- SERVICE PLANS AND USAGE
Once your Service Plan is established, your right to access and use the Hosted Services is not transferable. Your Services Plan defines a monthly Envelope Allowance (i.e. # Envelopes per month allowed to be sent), and Envelopes will not be able to be sent in excess of such Envelope Allowance. Customer’s Account will be deemed to have consumed an Envelope at the time the Envelope is sent by Customer, regardless of whether Envelopes were received by recipients, or whether recipients have performed any actions upon any eContract in the Envelope.
- CUSTOMER SUPPORT
DocuSign will make community and self-help customer support available to Customer, which is further detailed on DocuSign’s website at http://www.docusign.com/products/editions.
DocuSign will store eContracts per the terms of the Specifications and the Service Plan selected by Customer. Customer may retrieve and store copies of eContracts for storage outside of the System at any time during the Term of the Service Plan, and may delete or purge eContracts from the System to remain in compliance with the storage limit, as applicable. Transaction Data associated with eContracts will be retained by DocuSign permanently.
- CUSTOMER WARRANTIES
You hereby represent and warrant to DocuSign that: (a) you have all requisite rights and authority to use the Hosted Services under these Terms and Conditions and to grant all applicable rights herein; (b) the performance of your obligations under these Terms and Conditions will not violate, conflict with, or result in a default under any other agreement, including confidentiality agreements between you and third parties; (c) you will use the Hosted Services for lawful purposes only and subject to these Terms and Conditions; (d) you are responsible for your use of the Hosted Services and that of recipients of Envelopes you send, (e) you agree that DocuSign will not be liable for any losses incurred as a result of a third party's use of the Hosted Services, regardless of whether such use is with or without your knowledge and consent; (f) you will not use the Hosted Services in any manner that is likely to damage, disable, overburden or impair the System, or interfere in any way with the use or enjoyment of the Hosted Services by others; (g) any information submitted to DocuSign by you is true, accurate, and correct; and (h) you will not attempt to gain unauthorized access to the System or the Hosted Services, other accounts, computer systems, or networks under the control or responsibility of DocuSign through hacking, cracking, password mining, or any other unauthorized means.
- DOCUSIGN WARRANTIES
DocuSign represents and warrants that: (a) the Hosted Services as delivered to Customer and used in accordance with the Specifications will not infringe on any United States patent, copyright or trade secret; (b) the Hosted Services shall be performed in accordance with the Specifications in their then-current form at the time of the provision of such Hosted Services; (c) any DocuSign Products that are software shall be free of harmful or illicit code, trapdoors, viruses, or other harmful features; (d) the proper use of the Hosted Services as unmodified by Customer in the formation of an eContract not involving any consumer will be sufficient under the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001 et seq. (the “ESIGN Act”) to support the validity of such formation, to the extent provided in the ESIGN Act; (e) the proper use of the Hosted Services as unmodified by Customer in the formation of an eContract involving a consumer will be sufficient under the ESIGN Act to support the validity of such formation, to the extent provided in the ESIGN Act, so long as and provided that Customer complies with all special requirements for consumer eContracts, including and subject to those referenced in Section 4.(h) and (i) above; and (f) DocuSign has implemented information security policies and safeguards to preserve the security, integrity, and confidentiality of Personal Data and to protect against unauthorized access and anticipated threats or hazards thereto, that meet the objectives of the Interagency Guidelines Establishing Standards for Safeguarding Customer Information as set forth in Section 501 (b) of the Gramm-Leach-Bliley Act.
- DISCLAIMER OF WARRANTIES
EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED IN SECTION 10 OF THESE TERMS AND CONDITIONS, THE HOSTED SERVICES AND THE SITE ARE PROVIDED "AS IS." DOCUSIGN MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. DOCUSIGN EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR CUSTOMER'S PURPOSE, QUALITY, ACCURACY, AND TITLE. DOCUSIGN DOES NOT WARRANT THAT THE HOSTED SERVICES OR SITE ARE ERROR-FREE, WILL MEET CUSTOMER'S REQUIREMENTS, OR BE TIMELY AND SECURE. CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THE USE OF THE HOSTED SERVICES AND SITE. CUSTOMER WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF DOCUSIGN TO ANY THIRD PARTY. USE OF THE HOSTED SERVICES AND SITE ARE AT YOUR SOLE RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE HOSTED SERVICES OR SITE. Because some states and jurisdictions do not allow limitations on implied warranties, the above limitation may not apply to you. In that event, such warranties are limited to the minimum warranty period allowed by the applicable law.
- CUSTOMER INDEMNIFICATION OBLIGATIONS
You will defend, indemnify, and hold us, our affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third party claims, liability, damages, and costs (including, but not limited to, attorneys' fees) arising from or related to: (a) your use of the Hosted Services; (b) your violation of these Terms and Conditions; (c) your infringement, or infringement by any other user of your Account, of any intellectual property or other right of any person or entity; or (d) the nature and content of all materials, works, data, statements, and other visual, graphical, written, or audible communications of any nature submitted by any Authorized User of your Account or otherwise Processed through your Account.
- LIMITATIONS OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS AND CONDITIONS, DOCUSIGN WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED UNDER THESE TERMS AND CONDITIONS, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. UNDER NO CIRCUMSTANCES WILL DOCUSIGN'S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR CUSTOMER’S USE OF THE HOSTED SERVICES (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO DOCUSIGN UNDER THESE TERMS AND CONDITIONS DURING THE 3 MONTHS PRECEDING THE DATE OF THE ACTION OR CLAIM. EACH PROVISION OF THESE TERMS AND CONDITIONS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES REPRESENTS AN AGREED ALLOCATION OF THE RISKS OF THESE TERMS AND CONDITIONS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY DOCUSIGN TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS AND CONDITIONS, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THE WARRANTIES IN THESE TERMS AND CONDITIONS HAVE FAILED OF THEIR ESSENTIAL PURPOSE. Because some states and jurisdictions do not allow limitation of liability in certain instances, portions of the above limitation may not apply to you.
"Confidential Information" means any trade secrets or other information of DocuSign, whether of a technical, business, or other nature (including, without limitation, DocuSign software, Hosted Services, and related information), that is disclosed to or made available to Customer. Confidential Information does not include any information that: (a) was known to Customer prior to receiving it from DocuSign; (b) is independently developed by Customer without use of or reference to any Confidential Information; (c) is acquired by Customer from another source that did not receive it in confidence from DocuSign; or (d) is or becomes part of the public domain through no fault or action of Customer. During and after the term of these Terms and Conditions, Customer will: (a) use the Confidential Information solely for the purpose for which it is provided; (b) not disclose the Confidential Information to a third party; and (c) protect the Confidential Information from unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of care) that it protects its own confidential information of a similar nature. If Customer is required by law to disclose the Confidential Information or the terms of these Terms and Conditions, Customer must give prompt written notice of such requirement before such disclosure and assist DocuSign in obtaining an order protecting the Confidential Information from public disclosure. Customer acknowledges that, as between the parties, all Confidential Information it receives from DocuSign, including all copies thereof in Customer's possession or control, in any media, is proprietary to and exclusively owned by DocuSign. Nothing in these Terms and Conditions grants Customer any right, title, or interest in or to any of the Confidential Information. Customer's incorporation of the Confidential Information into any of its own materials shall not render Confidential Information non-confidential. Customer acknowledges that any actual or threatened violation of this confidentiality provision may cause irreparable, non-monetary injury to DocuSign, the extent of which may be difficult to ascertain, and therefore agrees that DocuSign shall be entitled to seek injunctive relief in addition to all remedies available to DocuSign at law and/or in equity. Absent written consent of DocuSign, the burden of proving that the Confidential Information is not, or is no longer, confidential or a trade secret shall be on Customer.
- ACCESS LIMITS
- INTELLECTUAL PROPERTY
DocuSign is the owner of various intellectual property and technology rights associated with the Hosted Services, its document management, digital signature, and notary system, including patent, copyright, trade secret, and trademark and service mark rights. Except for the rights expressly granted in these Terms and Conditions, DocuSign does not license or transfer to Customer or any other third party any of DocuSign’s technology or other intellectual property or technology rights. All right, title, and interest in and to DocuSign’s technology and intellectual property will remain solely with the DocuSign. Customer agrees that it will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from or about the Hosted Services or any of DocuSign’s technology.
DocuSign hereby grants to users and licensees of its products and services a limited, revocable, nonexclusive and nontransferrable right to use DocuSign’s regular trade names, trademarks, titles and logos (“Licensed Marks”) solely for purposes of identifying DocuSign’s products and services. Details of this trademark license are available at: http://www.docusign.com/trademark-license.
By submitting feedback to DocuSign: (a) Customer automatically grants to DocuSign a perpetual, irrevocable, transferable, royalty-free license to use Customer's feedback for any and all purposes without any compensation to Customer; and (b) Customer agrees that it will not publish, submit, or display feedback submitted by Customer to or on any other web site or in any other publicly accessible forum without DocuSign's prior written consent.
The Hosted Services may be provided to you as part of a free trial, promotional offer and/or test experience (a “Limited Offering”). Notwithstanding anything to the contrary herein, additional terms and condition may apply to any Limited Offering and we reserve the right, in our sole discretion, to change, modify, amend and/or terminate any Limited Offering at any time, for any or no reason and without any prior notice to you. Any Limited Offering may be subject to eligibility and qualification requirements, as determined by us in our sole discretion, and may not be combined with any other trials, offers, promotions and/or tests. All Limited Offerings are void where prohibited by law and may not be provided in all areas.
Customer acknowledges that the Hosted Services are subject to U.S. export control laws and regulations. Customer represents that it is not a citizen of an embargoed country or prohibited end user under applicable U.S. export and anti-terrorism laws, regulations, or lists. Customer will not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the United States in connection with these Terms and Conditions without first complying with all export control laws and regulations that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction it operates or does business.
Customer shall advise DocuSign in the event the nature of its content or data transmission requires DocuSign to obtain additional licenses, permits and/or approvals from any government in the jurisdiction where Customer intends to use the Hosted Services. Upon being advised of such a requirement, DocuSign may at its sole discretion: (a) terminate Customer's Account; (b) obtain such licenses, permits, and/or approvals as may be required; or (c) modify these Terms and Conditions such that additional licenses, permits, and/or approvals are no longer required to be obtained by DocuSign.
The Hosted Services will be accessed and delivered via the internet. Customer is responsible for obtaining the necessary equipment and internet connection in order to access and use the Hosted Services. In order to fully utilize the Hosted Services, Customer will need to maintain certain minimum hardware and software requirements. These requirements are set forth in the Specifications.
DocuSign will be and act as an independent contractor (and not as the agent or representative of Customer) in the performance of these Terms and Conditions. These Terms and Conditions will not be interpreted or construed as: (a) creating or evidencing any association, joint venture, partnership, or franchise between the parties; (b) imposing any partnership or franchise obligation or liability on either party; or (c) prohibiting or restricting either party's performance of any services for any third party. Customer must not represent to anyone that Customer is an agent of DocuSign or is otherwise authorized to bind or commit DocuSign in any way without DocuSign's prior authorization.
Customer may not assign its rights, duties, or obligations under these Terms and Conditions without DocuSign's prior written consent. If consent is given, these Terms and Conditions will bind Customer's successors and assigns. Any attempt by Customer to transfer its rights, duties, or obligations under these Terms and Conditions except as expressly provided in these Terms and Conditions is void. DocuSign may freely assign this its rights, duties, and obligations under these Terms and Conditions. DocuSign may utilize a subcontractor or other third party to perform its duties under these Terms and Conditions so long as DocuSign remains responsible for all of its obligations under these Terms and Conditions.
We may provide, or third parties may provide, links to other Web sites or resources that are beyond our control. We make no representations as to the quality, suitability, functionality, or legality of any sites to which links may be provided, and you hereby waive any claim you might have against us with respect to such sites. DOCUSIGN IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WEB PAGES THAT ARE CONTAINED OUTSIDE THE SITE. Your correspondence or business dealings with, or participation in promotions of, advertisers or partners found on or through the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such advertiser or partner. You agree that we are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or partners on the Site.
Any notice required or permitted to be given in accordance with these Terms and Conditions will be effective if it is in writing and sent using the certified delivery function of the Hosted Services, by email, certified or registered mail, or insured courier, return receipt requested, to the appropriate party at the address set forth in Customer's registration information for Customer or on the Site for DocuSign. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section. Notices are deemed given upon receipt if delivered using the Hosted Services or email, two business days following the date of mailing, or one business day following delivery to a courier.
Neither party will be liable for, or be considered to be in breach of or default under these Terms and Conditions on account of, any delay or failure to perform as required by these Terms and Conditions as a result of any cause or condition beyond such party's reasonable control, so long as such party uses all commercially reasonable efforts to avoid or remove such causes of non-performance.
These Terms and Conditions are governed in all respects by the laws of the State of Washington as such laws are applied to agreements entered into and to be performed entirely within Washington between Washington residents. Any controversy or claim arising out of or relating to these Terms and Conditions, the Hosted Service, or the Site will be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in King County, Washington, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. The award of the arbitrator shall be final and binding upon the parties without appeal or review except as permitted by Washington law. Notwithstanding the foregoing, either party may seek any interim or preliminary injunctive relief from any court of competent jurisdiction, as necessary to protect the party's rights or property pending the completion of arbitration. By using the Site or the Hosted Services, you consent and submit to the exclusive jurisdiction and venue of the state and federal courts located in King County, Washington. Any legal action by Customer arising under these Terms and Conditions must be initiated within two years after the cause of action arises.
The waiver by either party of any breach of any provision of these Terms and Conditions does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with these Terms and Conditions will not be a waiver of such party's right to demand strict compliance in the future, nor will the same be construed as a novation of these Terms and Conditions.
If any part of these Terms and Conditions is found to be illegal, unenforceable, or invalid, the remaining portions of these Terms and Conditions will remain in full force and effect. If any material limitation or restriction on the grant of any license to Customer under these Terms and Conditions is found to be illegal, unenforceable, or invalid, the license will immediately terminate.
Except as otherwise provided herein, these Terms and Conditions may not be amended except in writing signed by both you and us. In the event that we make such a change that has a material adverse impact on your rights or use of the Service, you may terminate these Terms and Conditions by giving us notice within 20 days of the date we notify you, and you will not be charged any cancellation fee. You agree not to misuse the Hosted Service, including but not limited to: (a) reselling or rebilling the Hosted Service; (b) using the Hosted Service to engage in unlawful activity, or in conduct that adversely affects our customers, employees, business, or any other person(s), or that interferes with our operations, network, reputation, or ability to provide quality service, including but not limited to the generation or dissemination of viruses, malware or “denial of service” attacks; (c) "spamming" or engaging in other abusive or unsolicited communications, or any other mass, automated data communication for commercial or marketing purposes; (d) accessing, or attempting to access without authority, the information or accounts or of others, or to penetrate, or attempt to penetrate, our or another entity’s network or systems; (e) assisting or facilitating anyone else in any of the above activities. You agree that a violation of this section harms us, which cannot be fully redressed by money damages, and that we shall be entitled to immediate injunctive relief in addition to all other remedies available. Notwithstanding anything to the contrary herein, we may limit, suspend or terminate your use of the Hosted Services without notice for any reason, including, without limitation, if you or any user on your account: (a) breaches these Terms and Conditions; (b) transfer(s) use of the Hosted Services to another person without our consent; or (c) uses your account and/or the Hosted Service in a manner that is excessive, unusually burdensome, or unprofitable to us, in our sole discretion.
These Terms and Conditions are the final and complete expression of the agreement between these parties regarding the Hosted Services. These Terms and Conditions supersede, and the terms of these Terms and Conditions govern, all previous oral and written communications regarding these matters.