DOCUSIGN, INC CORPORATE EDITION TERMS AND CONDITIONS v091020
These Corporate Edition Terms and Conditions ("Corporate Edition Terms") are incorporated by reference into the Order Form signed by DocuSign, Inc. ("DocuSign") and the customer identified in the Order Form ("Customer"). The Order Form and these Corporate Edition Terms together shall be referred to as the "Agreement."
1.1 "Account" means a unique account established by the Customer in order to gain access to the Hosted Services and to add Members.
1.2 "Authorized User" means an individual employee or third party agent, as identified by a unique email address and user name, who is registered as a member of Customer's Account. No two persons may register, access or use the Hosted Services as the same Authorized User.
1.3 "Customer Data"means Personal Data and all other data and information concerning Customer or Customer's personnel or business clients: (i) provided by or on behalf of Customer to DocuSign; (ii) Processed by DocuSign on behalf of Customer; (iii) created by DocuSign based on data or information (1) provided by or on behalf of Customer or (2) Processed by DocuSign on behalf of Customer; or (iv) otherwise maintained by Customer or any third party on behalf of Customer.
1.4 "Data Subject" means an individual from whom Personal Data or any other information or data is collected or about whom such data is created.
1.5 "Depositing Party" refers to an Authorized User that deposits a document into the System to be delivered for review, acknowledgement, electronic signature, and storage as applicable.
1.6 "DocuSign Products"means the products and services identified on an Order Form, including but not limited to the Hosted Services.
1.7 "eContract" refers to a contract, notice, disclosure, or other record or document deposited into the System by a Depositing Party for delivery, access, review, acknowledgment and/or electronic signature, and storage, as applicable.
1.8 "Envelope"means an envelope containing electronic documents consisting of a single page or a group of pages of data uploaded to the System.
1.9 "Hosted Services" means DocuSign's On-demand Electronic Signature Service, as updated from time to time, which provides certified delivery, review, signature, and storage services for eContracts via the Internet as set forth in these Corporate Edition Terms.
1.10 "Order Form" means a standard DocuSign order form or any other document either attached hereto or executed separately that describes DocuSign Products to be purchased, and which may include additional terms and conditions relating to the DocuSign Products or Services.
1.11 "Personal Data"means (a) non-public personally identifiable information, including driver's license numbers, national identification numbers such as social security account numbers, credit card numbers, digital identity certificates; (b) personally identifiable financial information (i) provided by a consumer to a financial institution, (ii) resulting from any transaction with the consumer or any service performed for the consumer, or (iii) otherwise obtained by the financial institution; and (c) medical or health related information.
1.12 "Process" or "Processing" means any operation or set of operations which is performed upon Customer Data or any other information or data about a Data Subject, 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.
1.13 "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
1.14 "Transaction Data"means System-generated 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.
2. HOSTED SERVICES
2.1 DocuSign will provide the Hosted Services in accordance with DocuSign's Hosted Services Specifications.
2.2 Upon execution of the Order Form, Customer may obtain an Account and register Authorized Users, and subject to these Corporate Edition Terms, such Authorized Users may log onto and use the Hosted Services to deliver, access, review, acknowledge receipt of, electronically sign, and store, as applicable, an eContract. Customer's right to use the Hosted Services is limited to its Authorized Users, and Customer agrees not to resell the use of the Hosted Services. Customer's use of the Hosted Services is subject to the following:
a) Nothing in this Agreement will be construed to make DocuSign a party to any eContract, and DocuSign makes no representation or warranty regarding the transactions sought to be effected by any eContract; (b) DocuSign maintains no control or access to the contents of any eContract and the content, quality, and format of any eContract is completely within the exclusive control of the Depositing Party;
b) The Hosted Services may provide options, if Customer elects to purchase such options, designed to verify the identity of the intended recipient of an eContract deposited into the System ("Authentication Measures"). Customer acknowledges and agrees that DocuSign (a) will apply only those Authentication Measures (if any) selected by the Depositing Party, (b) makes no representations or warranties regarding the appropriateness of such Authentication Measures, and (c) assumes no liability or responsibility for a party's inability or failure to satisfy any particular Authentication Measure;
c) If a statute, regulation, or other rule of law requires that information relating to a transaction or transactions in or affecting interstate or foreign commerce be provided or made available to a "consumer" (as defined therein) in writing, and to the extent that a Depositing Party or any party to an eContract is deemed a "consumer," Customer is solely responsible for ensuring that the use of an electronic record to provide or make available (whichever is required) such information satisfies the requirement that such information be in writing. Additionally, Customer is solely responsible for and will ensure that its use of the Hosted Services complies with all applicable laws, including, without limitation, electronic signature law. DocuSign assumes no responsibility to determine whether a written consumer disclosure is required with regard to a transaction represented by an eContract, and further DocuSign assumes no responsibility to provide any such disclosures or to obtain any consumer consents;
d) Customer acknowledges and agrees that applicable electronic signature law does not extend to all types of agreements and documents and certain types of agreements and documents are excepted from applicable electronic signature law, such that they cannot be legally formed by electronic signatures, additionally, various agencies may have promulgated specific regulations that apply to electronic signatures and electronic records, and DocuSign assumes no responsibility to determine whether any particular eContract is an exception to applicable electronic signature law or whether it is subject to any particular agency promulgations and whether it can be legally formed by electronic signatures;
e) Customer acknowledges and agrees that Customer is solely responsible for making available to third parties (including parties to its eContracts) all contracts, documents, and other records required by applicable law, including, without limitation, electronic signature laws and other laws that may require records relating to a transaction to be retained or made accessible for a certain period of time.
3. SUBSCRIPTION PLANS AND PER USE PURCHASES
The price, features, and options of the DocuSign Products available for an Account depend on the level of service, features, and promotions selected by Customer. Hosted Services are sold on a subscription basis and may be limited by usage or the number of concurrent Authorized Users ("Seats"), or both. Some optional services, such as ID check, may be purchased on a periodic or per-use basis.
4. USAGE AND SEATS
4.1 DocuSign Subscription based on Envelope Allowance allows Customer to send the number of Envelopes in the Envelope Allowance specified in the Order Form during the Term. All Envelopes sent in excess of the Envelope Allowance will incur a per-Envelope charge. The total number of Envelopes sent is calculated by the sum of all Envelopes that have been sent for signature or certified delivery. Envelopes may be sent to any number of recipients who may sign in any number of places within the contents of the sent Envelope. 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.
4.2 DocuSign Subscription based on Seats allows Customer to send a reasonable number of Envelopes from the number of Seats specified in the Order Form during the Term. The number of Seats is determined by the total number of active Authorized Users listed in the membership of an Account at any one time. The addition by Customer of more Authorized Users than the number of Seats purchased in an Order Form will result in an additional charge for one Seat per additional Authorized User for the remainder of the Term. No two individuals may log onto or use the Hosted Services as the same Authorized User, but Customer may unregister or deactivate Authorized Users and replace them with other Authorized Users without penalty, so long as the number of active Authorized Users registered at any one time is equal to or less than the number of Seats purchased.
4.3 Per use charges are specific to the number of units of the service(s) used during the period, and are measured at the time of use.
5. RESPONSIBILITY FOR CONTENT OF COMMUNICATIONS
Customer agrees that it is solely responsible for the content of all visual, written or audible communications using its Account. Customer agrees that it will not use the Hosted Services to send unsolicited mass mailings outside its organization, provided that "unsolicited mass mailings" shall have the common definition, which includes all Commercial Electronic Marketing Messages under the U.S. CAN SPAM Act. Customer further agrees not to use the Hosted Services (a) to communicate any message or material that is harassing, libelous, threatening, or obscene, (b) in a way that violates the intellectual property rights of any party or is otherwise unlawful, or that would give rise to civil liability, (c) in any manner that could damage, disable, overburden, or impair the Hosted Services or interfere with any other party's use or enjoyment of the Hosted Services, or (d) in any way that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation. Although DocuSign is not responsible for any such communications, it may suspend any such communications of which DocuSign is made aware, at any time, and DocuSign agrees to provide Customer with prompt notice before suspending any communication or as soon thereafter as practicable.
6. 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 this Agreement, DocuSign does not transfer to Customer any of DocuSign's technology or other intellectual property, and all right, title, and interest in and to DocuSign's technology and intellectual property will remain solely with 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 any of the DocuSign Products or DocuSign's technology. DocuSign agrees that data and information provided by Customer under this Agreement is owned by Customer.
7. CUSTOMER SUPPORT
Unless otherwise provided in an Order Form, DocuSign will provide "Basic Support," which includes email and chat support for the Hosted Services to eContract recipients, and telephone, email and chat support to Customer's Authorized Users from 6:00 am – 6:00 pm PST Monday thru Friday, excluding federal holidays. Additionally, DocuSign will use commercially reasonable efforts to provide one recorded training webinar for Authorized Users, access to the DocuSign User Forum, knowledge base and FAQs, and other online resources. Basic support for DocuSign Corporate Edition customers also includes interactive public training session, initial onboarding and an assigned account manager.
8. SECURE STORAGE
8.1 During the Term, unless otherwise directed, DocuSign will store all eContracts sent by Customer until the Term expires. Copies of eContracts may be retrieved at any time and, at customer's option, may be deleted or purged prior to termination of this Agreement.
8.2 If an eContract has not been completed within 90 days, the eContract may be deleted from the System without notice at DocuSign's discretion.
8.3 Transaction Data associated with deleted or purged eContracts will be retained by DocuSign indefinitely.
9. FEES AND PAYMENT TERMS
9.1 Customer will pay DocuSign the amounts set forth in each Order Form. An Order Form is not binding until it is executed by both DocuSign and Customer, at which point it is incorporated into the Agreement. Unless otherwise specified in an applicable Order Form, the first invoice will be submitted to Customer within 30 days after the Order Start Date and on a monthly basis thereafter, and Customer will pay all amounts due within 30 days of the date of the applicable invoice.
9.2 In the event that Customer's usage exceeds the Envelope Allowance prior to the end of the Term, the unpaid balance of the Order Form for Hosted Services shall become immediately due and payable.
9.3 Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable usury law, whichever is less, determined and compounded daily from the date due until the date paid. Customer will reimburse any costs or expenses (including, but not limited to, reasonable attorneys' fees) incurred by DocuSign to collect any amount that is not paid when due. DocuSign may accept any check or payment in any amount without prejudice to DocuSign's right to recover the balance of the amount due or to pursue any other right or remedy. Amounts due from Customer under this Agreement may not be withheld or offset by Customer against amounts due to DocuSign for any reason. All amounts payable under this Agreement are denominated in United States dollars, and Customer will pay all such amounts in United States dollars.
9.4 Taxes. Other than federal and state net income taxes imposed on DocuSign by the United States, Customer will bear all taxes, duties, and other governmental charges (collectively, "taxes") resulting from this Agreement. If a tax is imposed on DocuSign by a jurisdiction outside the United States, Customer will not be obligated to bear that tax if (i) the tax is allowable as a credit against the United States federal income taxes of DocuSign, (ii) Customer reduces such tax to the extent possible, giving effect to the applicable Income Tax Convention between the United States and other jurisdictions, and (iii) Customer furnishes DocuSign with such evidence as the United States taxing authorities may require to claim the credit. Customer will pay any additional taxes as are necessary to ensure that the net amounts received by DocuSign after all such taxes are paid are equal to the amounts that DocuSign would have been entitled to in accordance with this Agreement as if the taxes did not exist.
10. TERM AND TERMINATION
10.1 Term. This Agreement will commence upon the Order Start Date and will continue for the term specified on the Order Form (Term), and will automatically renew for additional 1-year terms unless either party notifies the other party in writing that it does not want to renew at least 30 days before the end of the then-current Term. This Agreement shall terminate upon the earlier of (a) the date it expires because a party, as set forth above, elects not to renew this Agreement or (b) the date it is terminated in accordance with these Corporate Edition Terms. If no term is specified in the Order Form, the Term shall be 12 months from the Order Start Date. If no Order Start Date is specified in the Order Form, the date the Order Form was executed by both parties shall be the Order Start date.
10.2 Termination for Material Breach. If either party commits a material breach or default in the performance of any of its obligations under this Agreement, then the other party may terminate this Agreement by giving the defaulting party written notice of termination if the material breach or default in performance is not cured within 30 days after the defaulting party receives notice thereof. Without limiting the foregoing, any failure by Customer to timely pay to DocuSign any amounts owing under this Agreement will constitute a material breach of this Agreement. If Customer fails to timely pay any amounts due for services to be performed by DocuSign, DocuSign may, without limitation to any of its other rights or remedies, suspend performance of such services until it receives all amounts due.
10.3 Post-Termination Obligations. If this Agreement expires or is terminated for any reason, (a) Customer will pay to DocuSign any amounts required to be paid under this Agreement that have accrued prior to, and remain unpaid as of, the date of termination or expiration (including Subscription fees, which become due upon termination of this Agreement as set forth in an Order Form, and any one-time or recurring fees through the end of the billing cycle in which termination occurs); (b) any and all liabilities accrued prior to the effective date of the termination will survive; (c) Customer will destroy all copies of DocuSign software, documentation, and materials within five business days of such termination, and immediately thereafter, if requested by DocuSign, provide DocuSign with a written certification signed by an authorized Customer representative certifying that all copies of software, documentation, and materials have been destroyed; (d) licenses to use DocuSign software and the provision of DocuSign services will immediately end; and (e) the parties rights and obligations under Sections 1, 10.3, 10.4, 11.3, 12, 13.1, 14, and 15 will survive.
10.4 Transition Services. Upon termination of this Agreement for any reason, at Customer's request and at DocuSign's standard professional services rates plus expenses, DocuSign shall provide reasonable transition services for a period not to exceed 90 days to assist Customer in moving the Customer's data to another provider or exporting eContracts to external media. DocuSign shall at a minimum transfer, and cause any of its independent contractors to transfer, all data and electronic files associated with the Hosted Services. At DocuSign's standard professional services rates, DocuSign shall at Customer's request further cooperate with Customer in the development of a transition plan and shall use reasonable efforts to assist Customer and/or another service provider in the transition.
11. WARRANTIES AND DISCLAIMER
11.1 DocuSign warranties. DocuSign represents and warrants that (a) the Hosted Services as delivered to Customer will not infringe on any United States patent, copyright or trade secret; (b) the Hosted Services shall be performed in accordance with DocuSign's Hosted Services Specifications available at http://docusign.com/support/specifications.php; (c) any DocuSign Products that are software shall be free of harmful or illicit code, trapdoors, viruses, or other harmful features; (d) a contract otherwise enforceable under the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001 et seq. will not denied legal effect, validity, or enforceability solely because DocuSign electronic signatures were used in its formation; DocuSign has implemented information security policies to safeguard the security and confidentiality of Customer Confidential Information, and such policies are designed to meet the objectives of the Interagency Guidelines Establishing Standards for Safeguarding Customer Information (the "Guidelines") as set forth in Section 501 (b) of the Gramm-Leach-Bliley Act. 11.2 Mutual Warranties. Each party represents and warrants to the other that (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such party's execution, delivery, or performance of this Agreement; and (c) the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound. 11.3 Disclaimer. . EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN SECTIONS 11.1 and 11.2 OF THESE CORPORATE EDITION TERMS AND THOSE EXPRESSLY IDENTIFIED AS WARRANTIES IN AN ORDER FORM, DOCUSIGN MAKES NO ADDITIONAL 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 AND FITNESS FOR A PARTICULAR PURPOSE. DOCUSIGN DOES NOT WARRANT THAT THE DOCUSIGN PRODUCTS ARE ERROR-FREE, WILL MEET CUSTOMER'S REQUIREMENTS, OR BE TIMELY AND SECURE. CUSTOMER WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF DOCUSIGN TO ANY THIRD PARTY.
12.1 Defense. A party ("Indemnifying Party") will defend the other party and its employees, directors, agents, and representatives ("Indemnified Parties") from any actual or threatened third party claim arising out of or based upon the breach by Indemnifying Party of any of the provisions of this Agreement ("Claim") if: (a) the applicable Indemnified Party gives Indemnifying Party prompt written notice of the claim; (b)Indemnifying Party has full and complete control over the defense and settlement of the claim; (c) the applicable Indemnified Party provides assistance in connection with the defense and settlement of the claim as Indemnifying Party may reasonably request; and (d) the applicable Indemnified Party complies with any settlement or court order made in connection with the claim.
12.2 Indemnification. Indemnifying Party will indemnify each of the Indemnified Parties against (a) all damages, costs, and attorneys' fees finally awarded against any of them in any Claim under Section 12.1 (subject to limitations in Section 14); (b) all out-of-pocket costs (including reasonable attorneys' fees) reasonably incurred by any of them in connection with the defense of the Claim (other than attorneys' fees and costs incurred without Indemnifying Party's consent after Indemnifying Party has accepted defense of such claim); and (c) if any Claim arising under Section 12.1 is settled, Indemnifying Party will pay any amounts to any third party agreed to by Indemnifying Party in settlement of any such claims.
13. LIMITATIONS OF LIABILITY
13.1 Disclaimer of Consequential Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREE-MENT, NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
13.2 Cap on Liability. EXCEPT WITH RESPECT TO INDEMNIFICATION OBLIGATIONS OF SECTION 12, UNDER NO CIRCUMSTANCES WILL EITHER PARTY'S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO DOCUSIGN UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE DATE OF THE ACTION OR CLAIM.
13.3 Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT 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 THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THE WARRANTIES IN THIS AGREEMENT HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
14.1 "Confidential Information" means any trade secrets or other information of DocuSign or Customer, whether of a technical, business, or other nature (including, without limitation, in the case of DocuSign, DocuSign software and related information), that is disclosed to the other party (the "Recipient"). Confidential Information does not include any information that: (a) was known to Recipient prior to receiving it from the disclosing party; (b) is independently developed by Recipient without use of or reference to any Confidential Information; (c) is acquired by Recipient from another source without restriction as to use or disclosure; or (d) is or becomes part of the public domain through no fault or action of Recipient.
14.2 Restricted Use and Nondisclosure. . During and after the Term, Recipient 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.
14.3 Required Disclosure. If Recipient is required by law to disclose the Confidential Information or the terms of this Agreement, Recipient must give prompt written notice of such requirement before such disclosure and assist the disclosing party in obtaining an order protecting the Confidential Information from public disclosure.
14.4 Return of Materials. Upon the termination of this Agreement, or upon earlier request, Recipient will deliver to the disclosing party all Confidential Information that Recipient may have in its possession or control. Notwithstanding the foregoing, Recipient will not be required to return Transaction Data or other materials that it must retain in order to receive the benefits of this Agreement or properly perform in accordance with this Agreement.
14.5 Ownership. Recipient acknowledges that, as between the parties, all Confidential Information it receives from the disclosing party, including all copies thereof in Recipient's possession or control, in any media, is proprietary to and exclusively owned by the disclosing party. Nothing in this Agreement grants Recipient any right, title or interest in or to any of the disclosing party's Confidential Information. Recipient's incorporation of the disclosing party's Confidential Information into any of its own materials shall not render Confidential Information non-confidential.
14.6 Remedies. Recipient acknowledges that any actual or threatened violation of this confidentiality provision may cause irreparable, non-monetary injury to the disclosing party, the extent of which may be difficult to ascertain, and therefore agrees that the disclosing party shall be entitled to seek injunctive relief in addition to all remedies available to the disclosing party at law and/or in equity. Absent written consent of the disclosing party, the burden of proving that the disclosing party's Confidential Information is no longer confidential or a trade secret shall be on the Recipient.
14.7 Existing Obligations. The obligations in this Section 14 are in addition to, and supplement, each party's obligations of confidentiality under any nondisclosure or other agreement between the parties.
15.1 Relationship. DocuSign will be and act as an independent contractor (and not as the agent or representative of Customer) in the performance of this Agreement. This Agreement 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.
15.2 Reference. Customer will: (a) permit DocuSign to list the customer's company name and logo on sales and marketing materials and (b) permit DocuSign to issue and publish a press release noting the customer's use of DocuSign.
15.3 Assignability. Customer may not assign its rights, duties, or obligations under this Agreement without DocuSign's prior written consent. If consent is given, this Agreement will bind Customer's successors and assigns. Any attempt by Customer to transfer its rights, duties, or obligations under this Agreement except as expressly provided in this Agreement is void. Notwithstanding the foregoing, either party may assign this Agreement to a successor of its business without the other party's consent.
15.4 Subcontractors. DocuSign may utilize a subcontractor or other third party to perform its duties under this Agreement so long as DocuSign remains responsible for all of its obligations under this Agreement.
15.5 Nonsolicitation. During the term of this Agreement and for a period of one year thereafter, Customer will not, directly or indirectly, employ or solicit the employment or services of a DocuSign employee or independent contractor without the prior written consent of DocuSign.
15.6 Notices. Any notice required or permitted to be given in accordance with this Agreement will be effective if it is in writing and sent using the certified delivery function of the Hosted Services, by certified or registered mail, or insured courier, return receipt requested, to the appropriate party at the address set forth on the Order Form. 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, two business days following the date of mailing, or one business day following delivery to a courier.
15.7 Force Majeure. Neither party will be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement 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.
15.8 Dispute Resolution. In the event of any dispute regarding any right or obligation under this Agreement, the aggrieved party shall notify the other party in a writing describing the dispute ("Notice of Dispute"). Upon receipt of the Notice of Dispute, the parties shall arrange a meeting between their representatives. Over a period not to exceed 10 business days, the parties shall engage in good faith negotiations to resolve such dispute. If the parties' representatives are unable to resolve the dispute at such meetings within 10 business days after the date when the dispute was escalated, then each party may seek any remedies available to it in law or equity. Notwithstanding the foregoing, either party may seek injunctive relief at any time. Each party hereby irrevocably waives, to the fullest extent permitted by law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement.
15.9 Governing Law. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Washington, U.S.A., without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Any legal action by Customer arising under this Agreement must be initiated within two years after the cause of action arises.
15.10 Waiver. The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement 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 this Agreement.
15.11 Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the grant of any license to Customer under this Agreement is found to be illegal, unenforceable, or invalid, the license will immediately terminate.
15.12 Counterparts. This Agreement may be executed in any number of identical counterparts, notwithstanding that the parties have not signed the same counterpart, with the same effect as if the parties had signed the same document. All counterparts will be construed as and constitute the same agreement.
15.13 Entire Agreement. This Agreement is the final and complete expression of the agreement between these parties regarding the DocuSign Products. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters. This Agreement may be changed only by a written agreement signed by an authorized agent of both parties.
ADDITIONAL TERMS AND CONDITIONS FOR CONSULTING SERVICES AND TRAINING
The following additional terms and conditions apply to DocuSign consulting services, including training, custom development, and consulting.
16. SERVICES, WORK ORDERS, AND CHANGE ORDERS
16.1 Services. Subject to the terms and conditions of this Agreement, DocuSign will perform for Customer certain services ("Services").
16.2 Work Orders. The specific details of the Services to be performed will be determined on a per-project basis, and the details for each project will be described in a written work order that is executed by both parties ("Work Order"). An Order Form that lists a DocuSign standard training or consulting package as a Product constitutes a Work Order. Once executed by both parties, each Work Order will be a unique agreement that incorporates the terms of this Agreement and stands alone with respect to all other Work Orders. If there is a conflict between the terms of this Agreement and the terms of a Work Order, the terms of this Agreement will control unless the Work Order states that a specific provision of this Agreement will be superseded by a specific provision of the Work Order
16.3 Change Orders. Unless otherwise specified in a Work Order, Customer may reasonably request in writing that revisions be made with respect to the Services or deliverables set forth in that Work Order ("Change Order"). If a Change Order recites revisions that materially increase the scope of the Services or the effort required to deliver deliverables under the applicable Work Order, then within 10 business days after DocuSign' receipt of the Change Order, DocuSign will deliver to Customer a written, revised Work Order reflecting DocuSign' reasonable determination of the revised Services, deliverables, delivery schedule, and payment schedule, if any, that will apply to the implementation of the revisions. If Customer approves the revised Work Order, then the parties will execute it, and upon execution, the revised Work Order will supersede the then-existing Work Order. If Customer does not approve the revised Work Order within ten business days after its receipt by Customer, the then-existing Work Order will remain in full force and effect, and DocuSign will have no further obligation with respect to the applicable Change Order.
17. PERFORMANCE OF SERVICES
17.1 Project Management. For each project, each party will designate a single point of contact within its organization to manage the project described in a Work Order ("Project Leader"). The Project Leaders will meet as necessary to manage the Services to be performed under a Work Order. Disputes will be escalated to more senior executives, if the Project Leaders are unable to resolve a problem. DocuSign' Project Leader will provide Customer's Project Leader with regular reports on the status of the Services at least once per month.
17.2 Performance Standard. DocuSign will perform the Services in accordance with the applicable Work Order, including any specifications in the Work Order. DocuSign will use reasonable efforts to complete the Services, including the delivery of any deliverables, in accordance with the schedule of times and milestones specified in the Work Order.
17.3 Subcontractors. DocuSign may utilize independent contractors to perform all or part of the Services. DocuSign will remain solely responsible for the performance of all of the Services that are subcontracted.
17.4 Fees. Unless otherwise specified in a Work Order, Customer will pay DocuSign for Services on a time and materials basis at DocuSign' then-current rates ("Service Fees").
18. TERM AND TERMINATION
18.1 Term. Each Work Order will commence on the specified effective date and will continue until each party's obligations under the Work Order have been fulfilled or the Work order is terminated as provided in this Section 18.
18.2 Effect of Termination. . If any Work Order is terminated in accordance with this Section 18, then, unless otherwise specifically provided for in the applicable Work Order, the following will apply: (a) the parties will cooperate to effect an orderly, efficient, effective, and expeditious termination of the parties' respective activities under the terminated Work Order; (b) DocuSign will have no obligation to perform any Services under the terminated Work Order after the effective date of the termination; (c) Customer will pay to DocuSign any Service Fees and other amounts payable for the Services performed under the terminated Work Order through the effective date of the termination; (d) any and all liabilities accrued prior to the effective date of the termination will survive; and (e) the parties' respective rights and obligations under Sections 17.4, 18.4, and 19 of this Agreement with respect to any Services covered by the terminated Work Order, including the obligation to pay for the Services that were to be performed, will survive. If a Work Order is terminated by DocuSign pursuant to Section 10.2 of the Corporate Edition Terms or by Customer otherwise than pursuant to Section 10.2 of the Corporate Edition Terms (i.e., other than as a result of a material breach by DocuSign that is not cured as provided above), Customer will pay to DocuSign the amount of Services Fees that DocuSign would have been paid under the Work Order had the Work Order not been terminated and had the Services been fully performed in accordance with the schedule then in effect, based on the expected budget to completion then in effect and taking into account any changes previously agreed to by the parties, which amount owing will be evidenced in a final termination invoice to be provided by DocuSign to Customer. The amount of Services Fees specified in the foregoing termination invoice will be final and binding on the parties, absent manifest error.
18.3 Return of Materials. Upon the termination of this Agreement, or upon Customer's earlier request, DocuSign will deliver to Customer all Customer Materials (as defined in Section 19.1) that are in DocuSign' possession or control.
19. PROPRIETARY RIGHTS
19.1 Customer Materials. Any materials provided by Customer to DocuSign ("Customer Materials") will be used and disclosed solely as required to perform the Services. Customer will own the Customer Materials as well as any derivatives or improvements of the Customer Materials developed or derived by DocuSign.
19.2 Inventions. . Except as expressly set forth to the contrary in a Work Order, all works of authorship, inventions, discoveries, improvements, methods, processes, formulas, designs, techniques, and information (a) conceived, discovered, developed or otherwise made (as necessary to establish authorship, inventorship, or ownership) by DocuSign, solely or in collaboration with others, in the course of performing the Services; or (b) that form all or part of a deliverable provided as part of the Services, whether developed as part of the Services or separately, but excluding Customer Materials (as defined in Section 19.2) (collectively, "Inventions") will be the sole property of DocuSign. Upon and subject to final payment by Customer of all amounts owing to DocuSign under the applicable Work Order, DocuSign hereby grants to Customer a nonexclusive, perpetual, worldwide, royalty-free license to use, copy, modify, and prepare derivative works of the Inventions solely for purposes of Customer's internal business operations only.
19.3 Third Party Products. Any third party products that are provided by DocuSign in connection with the Services are provided pursuant to the terms of the applicable third party agreement, and DocuSign assumes no responsibility for, and specifically disclaims any liability or obligation with respect to, any third party products.