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DOCUSIGN SITES & SERVICES TERMS AND CONDITIONS

Last updated on:  April 24, 2023

IMPORTANT NOTICE: THESE DOCUSIGN SITES AND SERVICES TERMS AND CONDITIONS (the
“TERMS”) CONTAIN A BINDING ARBITRATION PROVISION AND WAIVER OF JURY TRIALS AND
CLASS ACTIONS GOVERNING DISPUTES ARISING FROM USE OF THE DOCUSIGN SITE AND
SERVICES. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE MANDATORY ARBITRATION
AND WAIVER OF CLASS ACTION SECTION BELOW. PLEASE READ CAREFULLY.

These Terms govern access to and use of the DocuSign (“DocuSign”, “we”, “our” or
“us”) websites, products, and services (collectively, the “Site”) by individuals
or entities who are any of the following (collectively, “you” or “your”):

 * general website visitors to docusign.com and/or other URLs owned or operated
   by DocuSign (each a “Website Visitor”);  

 * subscribers or licensees to one or more of our products or services
   (“DocuSign Services”) (each, a “Customer”); and 

 * users of DocuSign Services, including authorized users of Customer accounts
   and other DocuSign Service end users (each, a “User”). 

By using the Site, you accept these Terms (whether on behalf of yourself or a
legal entity you represent). 

If you are a Customer and have a Master Services Agreement or other similar
agreement in effect with DocuSign (the “Corporate Terms”), then these Terms
apply to the extent your use of the Site, including any of the DocuSign Services
referenced in the Service Schedules below, is not already governed by such
Corporate Terms. These Terms are intended to govern agreements with business or
corporate Customers. These Terms shall not apply to you if you wish to obtain
DocuSign Services for personal use as a consumer (as defined by applicable
consumer protection laws) and you shall not be entitled to avail yourself to any
rights herein. 

BY ACCESSING, USING, OR DOWNLOADING ANY MATERIALS FROM THE SITE, YOU AGREE TO
FOLLOW AND BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE
NOT AUTHORIZED AND MUST CEASE USING THE SITE IMMEDIATELY.

1. UPDATES AND COMMUNICATIONS

1.1. We may revise these Terms, including changing, deleting, or supplementing
with additional terms and conditions from time to time in our sole discretion,
including to reflect changes in applicable law. We will post the revised terms
on the Site with a “last updated” date. PLEASE REVIEW THIS WEBSITE ON A REGULAR
BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. IF YOU CONTINUE TO USE THE SITE
OR THE DOCUSIGN SERVICES AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND
BY THE REVISED TERMS. You agree that we shall not be liable to you or to any
third party for any revision to the Terms.

1.2.  You agree to receive all communications, correspondences, and notices that
we provide in connection with our Site, including any DocuSign Services ,
including, but not limited to, marketing and promotional messages related to us
or the DocuSign Services, correspondence regarding our delivery of the DocuSign
Services, and providing you information related to your purchase of or
subscription to the DocuSign Services (“Communications”), via electronic means,
including by e-mail, text, in-product notifications, push notifications, or by
posting them on or making them otherwise available through the Site. To the
fullest extent permitted under applicable laws, you agree that all
Communications we provide to you electronically satisfy any legal requirement
that such Communications be in writing or be delivered in a particular manner
and you agree to the extent you are a Customer to keep your Account contact
information current. At any time, you can opt out of our email marketing and
promotional messages sent to you by unsubscribing here
(https://pref.docusign.com/preference-center).

2. OWNERSHIP

2.1.  Intellectual Property. The Site contains materials that are proprietary
and are protected by copyright, trademarks, service marks, patents, and other
intellectual property laws and treaties.

2.1.1.   You agree to abide by all applicable copyright and other intellectual
property laws, as well as any additional proprietary rights notices or
restrictions contained on the Site. You acknowledge that the Site contains
valuable intellectual property of DocuSign and its licensors. All present and
future rights in and to any and all intellectual property or other proprietary
rights of any type, including without limitation information, any improvements,
design contributions, or derivative works thereto, and any knowledge or process
related thereto, including rights in and to all applications and registrations
relating to such intellectual property, shall, as between you and DocuSign, at
all times be and remain the sole and exclusive property of DocuSign and its
licensors. Any rights not expressly granted in these Terms or otherwise in
writing between you and DocuSign, are reserved by DocuSign, and any unauthorised
use of any intellectual property regarding the Site is strictly prohibited.

2.1.2.   The trademarks, logos, taglines, and service marks displayed on the
Site (collectively, the “Trademarks”) are registered and/or unregistered
Trademarks of DocuSign and its licensors. The Trademarks may not be used in any
advertising or publicity, or otherwise to indicate DocuSign's sponsorship of or
affiliation with any product, service, event, or organization without DocuSign's
prior express written permission. 

2.1.3.   Copyright. DocuSign respects copyright law and expects its users to do
the same. If you believe that any content or material on the Site may infringe
copyrights you own, please notify us in accordance with our Copyright Policy
(https://www.docusign.com/IP/infringement).

2.2.  License Restrictions. Information, including software that may be
available for downloading through the Site or third-party websites or
applications (“Software”) is the copyrighted work of DocuSign, its licensors,
and/or such other respective third-party providers. Use of the Software is
governed by these Terms and such license and/or other terms as may be required
directly of you by the third-party providers. Unauthorized reproduction or
distribution of the Software is expressly prohibited by law, and may result in
civil and criminal penalties. Violators may be prosecuted. 

2.3. Submissions of User Content.

2.3.1.   Submissions. The Site may enable you to submit, post, upload, or
otherwise make available (collectively, "Post") content such as questions,
public messages, ideas, product feedback, comments, and other content
(collectively, "User Content") that may or may not be viewable by other users.
If you Post User Content, unless we indicate otherwise, you grant us a
nonexclusive, royalty-free, and fully sublicensable right to access, view, use,
reproduce, modify, adapt, publish, translate, create derivative works from,
distribute, copy, and display such User Content throughout the world in any
form, media, or technology now known or hereafter developed. You also permit any
other user to view, copy, access, store, or reproduce such User Content for that
user’s personal use. You grant us the right to use the name and other
information about you that you submit in connection with such User Content. You
represent and warrant that: (a) you own or otherwise control all of the rights
to the User Content that you Post; (b) the User Content you Post is truthful and
accurate; and (c) use of the User Content you Post does not violate these Terms
or any applicable laws. For the avoidance of doubt, User Content does not
include any document or other data a Customer or User uploads for processing by
any DocuSign Service account environment.

2.3.2.   Screening & Removal. You acknowledge and agree that we may or may not,
at our discretion, pre-screen User Content before its appearance on the Site,
but that we have no obligation to do so. You further acknowledge and agree that
we reserve the right (but do not assume any obligation) in our sole discretion
to reject, move, edit, or remove any User Content that is Posted to the Site.
Without limiting the foregoing, we have the right to remove any User Content
that violates these Terms or is otherwise objectionable in our sole discretion.
You acknowledge and agree that we do not verify, adopt, ratify, or sanction User
Content, and you agree that you must evaluate and bear all risks associated with
your use of User Content or your reliance on the accuracy, completeness, or
usefulness of User Content.

3. RESTRICTIONS ON USE OF THE SITE 

3.1.  By using the Site, you specifically agree not to engage in any activity or
transmit any information that, in our sole discretion:

3.1.1.   Is illegal, or violates any federal, state, or local law or regulation;

3.1.2.   Advocates illegal activity or discusses illegal activities with the
intent to commit them;

3.1.3.   Violates any third-party right, including, but not limited to, right of
privacy, right of publicity, copyright, trademark, patent, trade secret, or any
other intellectual property or proprietary rights;

3.1.4.   Is harmful, threatening, abusive, harassing, tortious, indecent,
defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane,
obscene, libelous, hate speech, violent or inciting violence, inflammatory, or
otherwise objectionable;

3.1.5.   Interferes with any other party’s use and enjoyment of the Site;

3.1.6.   Attempts to impersonate another person or entity;

3.1.7.   Is of a commercial nature in a way that violates these Terms, including
but not limited to, using the Site for spam, surveys, contests, pyramid schemes,
or other advertising materials;

3.1.8.   Falsely states, misrepresents, or conceals your affiliation with
another person or entity;

3.1.9. Accesses or uses a  DocuSign Services account of a Customer without such
Customer’s permission;

3.1.10.  Distributes computer viruses or other code, files, or programs that
interrupt, destroy, or limit the functionality of any computer software or
hardware or electronic communications equipment;

3.1.11.  Interferes with, disrupts, disables, overburdens, or destroys the
functionality or use of any features of the Site, or the servers or networks
connected to the Site;

3.1.12.  “Hacks” or accesses without permission our proprietary or confidential
records, those of another user, or those of anyone else;

3.1.13.  Improperly solicits personal or sensitive information from other users
including without limitation address, credit card or financial account
information, or passwords;

3.1.14.  Decompiles, reverse engineers, disassembles, or otherwise attempts to
derive source code from the Site, except as expressly permitted in these Terms
or by law, unless and then only to the extent permitted by applicable law
without our consent;

3.1.15.  Removes, circumvents, disables, damages, or otherwise interferes with
security-related features, or features that enforce limitations on use of the
Site;

3.1.16.  Uses automated or manual means to violate the restrictions in any robot
exclusion headers on the Site, if any, or bypasses or circumvents other measures
employed to prevent or limit access, for example by engaging in practices such
as “screen scraping,” “database scraping,” or any other activity with the
purpose of obtaining lists of users or other information;

3.1.17.  Modifies, copies, scrapes or crawls, displays, distributes, publishes,
licenses, sells, rents, leases, lends, transfers, or otherwise commercializes
any materials or content on the Site;

3.1.18.  Downloads (other than through page caching necessary for personal use,
or as otherwise expressly permitted by these Terms), distributes, posts,
transmits, performs, reproduces, broadcasts, duplicates, uploads, licenses,
creates derivative works from, or offers for sale any content or other
information contained on or obtained from or through the Site, by any means
except as provided for in these Terms or with the prior written consent of
DocuSign; or

3.1.19.  Attempts to do any of the foregoing.

If you believe content on the Site or any activity by an individual or entity
violates the above restrictions, please contact us
here:https://support.docusign.com/contactSupport.

3.2.  You may not frame the Site, place pop-up windows over its pages, or
otherwise affect the display of its pages. You may link to the Site, provided
that you acknowledge and agree that you will not link the Site to any website
containing any inappropriate, profane, defamatory, infringing, obscene,
indecent, or unlawful topic, name, material, or information or that violates any
intellectual property, proprietary, privacy, or publicity rights. Any violation
of this provision may, in our sole discretion, result in termination of your use
of and access to the Site effective immediately.

3.3.  You acknowledge that we have no obligation to monitor your – or anyone
else’s – access to or use of the Site for violations of these Terms, or to
review or edit any content. However, except as otherwise expressly provided
herein, we have the right to do so for the purpose of operating and improving
the Site (including without limitation for fraud prevention, risk assessment,
investigation and customer support purposes, analytics, and advertising), to
ensure your compliance with these Terms and to comply with applicable law or the
order or requirement of a court, consent decree, administrative agency or other
governmental body.

4. PRIVACY

4.1.  DocuSign Privacy Notice. You acknowledge your understanding and hereby
provide consent that, except as described in these Terms or applicable Corporate
Terms, the information you provide to us or that we collect will be processed
and otherwise handled as described in the DocuSign Privacy Notice
(https://www.docusign.com/company/privacy-policy) and the terms set forth in the
Data Protection Attachment for DocuSign Services in Schedule 6 below.

4.2.  Access & Disclosure. Except as described in these Terms or applicable
Corporate Terms: (i) we may access, preserve, or share any of your information
when we believe in good faith that such sharing is reasonably necessary to
investigate, prevent, or take action regarding possible illegal activities or to
comply with legal process (e.g. a subpoena or other legal process); and (ii) we
may also share your information in situations involving potential threats to the
physical safety of any person, violations of the DocuSign Privacy Notice, the
Terms, the Corporate Terms, or any other of our user agreements or terms in
effect; or to respond to the claims of violation of the rights of third parties
and/or to protect the rights, property and safety of DocuSign, our employees,
users, or the public. This may involve the sharing of your information with law
enforcement, government agencies, courts, and/or other organizations. Further
information on how we process personal data may be found in the DocuSign Privacy
Notice (https://www.docusign.com/company/privacy-policy).

4.3.  Data.

4.3.1.   Data Generally. You shall be responsible for data that you provide or
use in respect of the Site (including DocuSign Services). You are solely
responsible for determining the suitability of use of the Site for your business
or organization and complying with any regulations, laws, or conventions
applicable to the data you provide and your use of the Site.

4.3.2.   Personal Data. You warrant that collection and use of any personal
information or data you provide while using the Site complies with all
applicable data protection laws, rules, and regulations. You acknowledge your
understanding and hereby provide your consent that we may process such personal
data in accordance with the DocuSign Privacy Notice
(https://www.docusign.com/company/privacy-policy), except as permitted
additionally in these Terms.

4.3.3.   Usage Data. DocuSign may collect, store and use data, information, or
insights generated or derived from the use of the DocuSign Services (“Usage
Data”) for its business purposes, including providing support for DocuSign
Services, customer account management, industry analysis, benchmarking,
analytics, and developing and improving its products and services. All Usage
Data will be derived or aggregated in de-identified form. 

4.4.  Site Visitor.  You hereby represent and warrant to us that: (a) you have
all requisite rights and authority to use the Site under these Terms and to
grant all applicable rights herein; (b)  any information you submit to us
(including Posting to the Site) is true, accurate, and correct; and (c) you will
not attempt to gain unauthorized access to the Site, computer systems, or
networks under the control or responsibility of us through hacking, cracking,
password mining, or any other unauthorized means.

5.      CONFIDENTIALITY.

5.1.  Scope. Our “Confidential Information” means (a) any written information,
materials and other documents supplied by us related to the Site which we do not
generally disclose publicly, (b) the DocuSign Services themselves, excluding any
data you upload to the DocuSign Services for processing;  and (c) any other of
our information that we may disclose in writing or orally and is designated as
confidential or proprietary at the time of disclosure, or that due to the nature
of the information a reasonable person would clearly understand it to be
confidential information; and (d) any amendment to the terms and conditions of
these Terms between you and us. Confidential Information shall not include any
information that: (i) was or becomes generally known to the public through no
fault or breach of these Terms you; (ii) was rightfully in your possession at
the time of disclosure without restriction on use or disclosure; (iii) was
independently developed by you without use of our Confidential Information; or
(iv) was rightfully obtained by you from a third party not under a duty of
confidentiality and without restriction on use or disclosure.

5.2.  Restricted Use and Nondisclosure. During and after the term, with respect
to our Confidential Information you will: (a) use our Confidential Information
solely for the purpose for which we provided it; (b) not disclose such
Confidential Information to a third party, except on a need-to-know basis to
your affiliates, attorneys, auditors, consultants, and service providers who are
under confidentiality obligations at least as restrictive as those contained
herein; and (c) protect such Confidential Information from unauthorized use and
disclosure to the same extent (but using no less than a reasonable degree of
care) that you protect your own Confidential Information of a similar nature.  

5.3.  Required Disclosure. If you are required by law to disclose our
Confidential Information, you will give us prompt written notice before making
the disclosure, unless prohibited from doing so by the legal or administrative
process, and assist us to obtain where reasonably available an order protecting
our Confidential Information from public disclosure.

5.4.  Ownership. Notwithstanding any other provision of these Terms, you
acknowledge that, as between you and us, all our Confidential Information you
receive from us, including all copies thereof in your possession or control, in
any media, is proprietary to and exclusively owned by us. Nothing in these Terms
grants you any right, title or interest in or to any of our Confidential
Information, except as provided in these Terms. Any incorporation of our
Confidential Information into any of your own materials will not render our
Confidential Information non-confidential.

6.      TERM AND TERMINATION

6.1.  Termination. You may terminate your use of the Site at any time by ceasing
further use of the Site.  DocuSign may terminate your use of the Site as a
Website Visitor, including denying you access to the Site at our sole discretion
for any reason or no reason, including for violation of these Terms. Termination
of Customer’s use of the DocuSign Services is as set out in the Service
Schedules below. 

6.2.  Effect of Termination. If these Terms expire or are terminated for any
reason: (a) any and all of your liabilities to us that have accrued before the
effective date of the expiration or termination will survive; (b) licenses and
use rights granted to you with respect to the Site, including rights to any
intellectual property therein or thereto, will immediately terminate in
accordance with these Terms; (c) our obligation to provide any further access to
the Site to you under these Terms will immediately terminate, except any such
rights that are expressly to be provided following expiration or termination of
these Terms; and (d) the provisions of Section 2 (Ownership), Section 3
(Restrictions on Use of the Site), Section 4 (Privacy), Section 5
(Confidentiality), Section 6.2 (Effect of Termination), Section 7 (Warranties
and Disclaimers), Section 8 (Indemnification Obligations), Section 9
(Limitations of Liability), Section 10 (General), and Section 11 (Supplemental
Terms in Certain Countries) will survive, as well as provisions designated to
survive under any Service Schedules and accompanying attachments and Exhibits to
these Terms.

7.      WARRANTIES AND DISCLAIMERS

7.1.  THE SITE AND ANY INFORMATION WE SUPPLY YOU ARE PROVIDED “AS IS” AND “AS
AVAILABLE”. YOUR USE OF THE SITE AND INFORMATION SHALL BE AT YOUR SOLE RISK. TO
THE FULLEST EXTEND LEGALLY POSSIBLE, DOCUSIGN AND ITS RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, AGENTS, AFFILIATES, SUBSIDIARIES,
AND LICENSORS (“DOCUSIGN PARTIES”): (a) MAKE 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; (b) EXPRESSLY DISCLAIM ALL
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
QUALITY, ACCURACY, AND TITLE; AND (c) DO NOT WARRANT THAT THE SITE OR
INFORMATION ARE OR WILL BE ERROR-FREE, WILL MEET YOUR REQUIREMENTS, OR BE TIMELY
OR SECURE. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM YOUR USE
OF THE SITE AND/OR INFORMATION.

7.2.  THE DOCUSIGN PARTIES MAKE NO WARRANTIES OR REPRESENTATIONS THAT THE SITE
OR INFORMATION HAVE BEEN AND WILL BE PROVIDED WITH DUE SKILL, CARE AND DILIGENCE
OR ABOUT THE ACCURACY OR THEREOF, AND ASSUME NO RESPONSIBILITY FOR ANY: (i)
ERRORS, MISTAKES, OR INACCURACIES RELATED TO THE SITE OR INFORMATION; (ii)
PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR
ACCESS TO AND USE OF THE SITE OR INFORMATION; (iii) ANY UNAUTHORIZED ACCESS TO
OR USE OF OUR SITE OR INFORMATION, AND/OR ANY AND ALL PERSONAL INFORMATION
AND/OR FINANCIAL INFORMATION STORED ON THE SITE; (iv) ANY INTERRUPTION OR
CESSATION OF TRANSMISSION TO OR FROM THE SITE; (v) ANY BUGS, VIRUSES, TROJAN
HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SITE THROUGH THE
ACTIONS OF ANY THIRD PARTY; (vi) ANY LOSS OF YOUR DATA OR OTHER CONTENT FROM THE
SITE; AND/OR (vii) ANY ERRORS OR OMISSIONS IN ANY OF YOUR DATA OR CONTENT OR FOR
ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT
POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. YOU WILL
NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF
OF DOCUSIGN TO ANY THIRD PARTY. 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 MAXIMUM EXTENT PERMITTED
BY AND FOR THE MINIMUM WARRANTY PERIOD ALLOWED BY THE MANDATORY APPLICABLE LAW.

7.3.  THE DOCUSIGN PARTIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME
RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY
THROUGH THE SITE, AND THE DOCUSIGN PARTIES WILL NOT BE A PARTY TO OR IN ANY WAY
RESPONSIBLE FOR MONITORING ANY ACTIVITIES BETWEEN YOU AND THIRD-PARTY PROVIDERS
OF PRODUCTS OR SERVICES. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR ACTIVITIES
WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE
OF THE SITE.

7.4.  Some jurisdictions do not allow the exclusion of certain warranties or the
limitation or exclusion of liability for incidental or consequential damages
such as in this Section 7 or below in Section 9. Accordingly, some of these
limitations may not apply to you. If you are a New Jersey resident, or a
resident of another state that permits the exclusion of these warranties and
liabilities, then the limitations in Section 7 and Section 9 specifically do
apply to you.

8.      INDEMNIFICATION OBLIGATIONS

8.1.  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, as applicable: (a) your
access to and use of the Site (including the DocuSign Services); (b) violation
of these Terms by you or; (c) infringement of any intellectual property or other
right of any person or entity by you; (d) the nature and substance of all
documents, data, or other content uploaded by you to the Site (including the
DocuSign Services); or (e) any products or services purchased or obtained by you
in connection with the Site (including the DocuSign Services).

8.2.  We retain the exclusive right to settle, compromise, and pay, without your
prior consent, any and all claims or causes of action that are brought against
us. We reserve the right, at your expense, to assume the exclusive defense and
control of any matter for which you are required to indemnify us and you agree
to cooperate with our defense of these claims. You agree not to settle any
matter in which we are named as a defendant and/or for which you have indemnity
obligations without our prior written consent. We will use reasonable efforts to
notify you of any such claim, action, or proceeding upon becoming aware of it.

9.      LIMITATIONS OF LIABILITY

9.1.  Disclaimer of Consequential Damages. 

9.1.1.   NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS,
DOCUSIGN WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY DIRECT,   
  CONSEQUENTIAL, INCIDENTAL, SPECIAL, COVER, PUNITIVE, OR EXEMPLARY DAMAGES
ARISING OUT OF OR RELATED TO THE USE OF THE SITE OR INFORMATION WE SUPPLY YOU,
INCLUDING, BUT NOT LIMITED TO, GOODWILL, WORK STOPPAGE, LOST PROFITS, OR LOSS OF
BUSINESS, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH LOSSES, AND WHETHER SUCH
CLAIMS ARE MADE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER
LEGAL THEORY.

9.1.2.   TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL
THE DOCUSIGN PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY: (a)
USE OF THE SITE OR INFORMATION WE SUPPLY YOU; (b) ERRORS, MISTAKES, OR
INACCURACIES OF THE SITE OR INFORMATION; (c) PERSONAL INJURY OR PROPERTY DAMAGE
OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE OR
INFORMATION; (d) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SITE OR INFORMATION,
AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED ON
THE SITE; (e) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR
SERVERS; (f) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE
TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY; (g) ANY LOSS OF YOUR DATA
OR USER CONTENT FROM THE SITE; (h) ANY ERRORS OR OMISSIONS IN ANY OF YOUR DATA
OR USER CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF
YOUR USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE
SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY
OTHER LEGAL THEORY, AND WHETHER OR NOT THE DOCUSIGN PARTIES ARE ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES; AND/OR (i) THE DISCLOSURE OF INFORMATION PURSUANT
TO THESE TERMS, OUR PRIVACY NOTICE, OR ANY OTHER COMMUNICATION WE MAKE OR NOTICE
WE PROVIDE.

9.1.3.   Some countries and jurisdictions do not allow the limitation or
exclusion of consequential, direct, indirect, or other damages in contracts with
consumers and to the extent you are a consumer the limitations or exclusions in
this Section 9.1 may not apply to you.

9.2.  Cap on Damages. OUR TOTAL LIABILITY TO YOU FOR ANY CAUSE OF ACTION ARISING
OUT OF OR RELATED TO THESE TERMS OR TO YOUR USE OF THE SITE OR INFORMATION WE
SUPPLY YOU (INCLUDING WITHOUT LIMITATION WARRANTY CLAIMS), REGARDLESS OF THE
FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT
(INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL NOT EXCEED
USD$100.  THE TOTAL AMOUNT PAID BY YOU TO DOCUSIGN FOR THE DOCUSIGN SERVICE(S)
GIVING RISE TO THE CLAIM UNDER THESE TERMS DURING THE TWELVE (12) MONTH PERIOD
PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY, OR $100,
WHICHEVER IS GREATER. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE
THIS LIMIT. ADDITIONAL OR DIFFERENT LIABILITY AMOUNTS MAY APPLY AS EXPRESSLY SET
FORTH IN THE APPLICABLE SERVICE SCHEDULE BELOW. NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THE FOREGOING, THIS SECTION 9.2 SHALL (I) APPLY ONLY TO THE EXTENT
PERMITTED BY PRODUCT LIABILITY LAW; AND (II) SHALL NOT APPLY IN THE EVENT THAT
PERSONAL INJURY OR DEATH HAVE BEEN CAUSED INTENTIONALLY BY DOCUSIGN OR BY
DOCUSIGN’S GROSS NEGLIGENCE. 

9.3.  Independent Allocations of Risk. Each provision of these Terms that
provides for a limitation of liability, disclaimer of warranties, or exclusion
of damages represents an agreed allocation of the risks of these Terms between
the parties. This allocation 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 each of these provisions will apply
even if the warranties in these Terms have failed of their essential purpose.

9.4.  Jurisdictional Limitations. 

9.4.1.   Because some states and jurisdictions do not allow limitation of
liability or caps on damages in certain instances, portions of the above
limitation may not apply to you. In that event, such exclusions and limitations
shall apply to the maximum extent permitted by applicable mandatory law (and our
liability shall be limited or excluded as permitted under mandatory applicable
law).

10.   GENERAL    

10.1.  Third Party Content. We may provide, or third parties may provide, links
to other third-party websites, services, or resources that are beyond our
control. We make no representations as to the quality, suitability,
functionality, or legality of any third-party content to which links may be
provided, and you hereby waive any claim you might have against us with respect
to such services. DOCUSIGN IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR
WEB PAGES THAT ARE LOCATED OUTSIDE THE SITE OR POSTS OF USER CONTENT. 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 links to
third-party websites or resources on the Site.

10.2.  Relationship. At all times, you and we are independent contractors, and
are not the agents or representatives of the other. These Terms are not intended
to create a joint venture, partnership, or franchise relationship between the
parties. Non-parties do not benefit from and cannot enforce these Terms. There
are no third-party beneficiaries to these Terms. You must not represent to
anyone that you are an agent of ours or are otherwise authorized to bind or
commit us in any way without our prior written authorization.

10.3.  Trade Restrictions. You acknowledge that the Site, any information we
supply you, and any other products, services, information, documentation,
software, technology, technical data, and any derivatives thereof, that DocuSign
makes available pursuant to these Terms (collectively “Excluded Data”) are
subject to the export control and sanctions laws and regulations of the United
States and other countries that may prohibit or restrict access by certain
persons or from certain countries or territories currently including, but not
limited to, Cuba, the Crimea region of the Ukraine and Sudan, Iran, North Korea
and Syria (“Trade Restrictions”). You represent and warrant that you are not:
(i) located in an embargoed country or territory, (ii) under the control of an
entity organized in or a resident of an embargoed country or territory, (iii)
listed on any U.S. government list of persons or entities with which U.S.
persons are prohibited from transacting, including, but not limited to, OFAC’s
List of Specially Designated Nationals and Other Blocked Persons, the U.S. State
Department's Nonproliferation Sanctions lists, the U.S. Commerce Department’s
Entity List or Denied Persons List located at
https://www.export.gov/article?id=Consolidated-Screening-List; or (iv) subject
to end destination export control regulations, such as, but not limited to, the
U.S. Export Administration Regulations and U.S. Government EU Dual-Use
Regulation EC 428/2009. You are solely responsible for complying with Trade
Restrictions for all Excluded Data and any of its content transmitted through
the Site. If we determine in our sole discretion that you are actually or likely
to be in violation of any representation or warranty set out in this Section, we
have the right to terminate your use of and/or access to the Site immediately
with or without notice to you.

10.4.  Assignability. Unless such restriction is prohibited under applicable
law, you may not assign your rights or obligations under these Terms without our
prior written consent. If consent is given, these Terms will bind your
successors and assigns. Any attempt by you to transfer your rights, duties, or
obligations under these Terms except as expressly provided in these Terms is
void. We may freely assign our rights, duties, and obligations under these Terms
at any time, with or without notice to you.

10.5.  Notices. Except as otherwise permitted by these Terms, any notice
required or permitted to be given will be effective only if it is in writing and
sent using: (a) DocuSign Services; (b) certified or registered mail; or (c)
insured courier, to the appropriate party at the address set forth in your
registration information or on the Site for DocuSign, with a copy, in the case
of DocuSign, to legal@docusign.com. You or we may change our address for receipt
of notice by notice to the other party in accordance with this Section 10.5.
Notices are deemed given upon receipt if delivered using DocuSign Services, two
(2) business days following the date of mailing, or one (1) business day
following delivery to a courier.

10.6.  Force Majeure. Except for any payment obligations, neither you nor we
will be liable for failure to perform any obligation under these Terms to the
extent such failure is caused by a force majeure event (including acts of God,
natural disasters, war, civil disturbance, action by governmental entity,
strike, and other causes beyond the party’s reasonable control). The party
affected by the force majeure event will provide notice to the other party
within a commercially reasonable time and will use commercially reasonable
efforts to resume performance as soon as practicable. Obligations not performed
due to a force majeure event will be performed as soon as reasonably possible
when the force majeure event concludes.

10.7.  Mandatory Arbitration, Waiver of Class Actions. PLEASE READ THIS SECTION
CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT
IN COURT.

10.7.1.  You agree that these Terms affect interstate commerce and that the
Federal Arbitration Act governs the interpretation and enforcement of these
arbitration provisions. This Section 10.7 is intended to be interpreted broadly
and governs any and all disputes between us including but not limited to claims
arising out of or relating to any aspect of the relationship between us, whether
based in contract, tort, statute, fraud, misrepresentation, or any other legal
theory; claims that arose before these Terms or any prior; and claims that may
arise after the termination of these Terms. The only disputes excluded from this
broad prohibition are the litigation of certain intellectual property as
provided below.

10.7.2.  Initial Dispute Resolution. Most disputes can be resolved without
resort to arbitration. If you have any dispute with us, you agree that before
taking any formal action you will contact us at legal@docusign.com and provide a
brief, written description of the dispute and your contact information
(including your username, if your dispute relates to a DocuSign Services
account). Except for intellectual property, you and we agree to use reasonable
efforts to settle any dispute, claim, question, or disagreement directly through
consultation with us, and good faith negotiations shall be a condition to either
party initiating a lawsuit or arbitration.

10.7.3.  Binding Arbitration. If the parties do not reach an agreed-upon
solution within a period of thirty (30) days from the time informal dispute
resolution is initiated under the Initial Dispute Resolution provision above,
then either party may initiate binding arbitration as the sole means to resolve
claims (except as provided below) subject to these Terms as set forth below.
Specifically, all claims arising out of or relating to these Terms, the parties'
relationship with each other, and/or your use of the Site or information we
supply shall be finally settled by binding arbitration administered by JAMS in
accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that
do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and
Procedures for claims exceeding $250,000 in effect at the time the arbitration
is initiated, excluding any rules or procedures governing or permitting class
actions.

10.7.4.  Arbitrator’s Powers. The arbitrator, and not any federal, state, or
local court or agency, shall have exclusive authority to resolve all disputes
arising out of or relating to the interpretation, applicability, enforceability,
or formation of these Terms, including but not limited to any claim that all or
any part of these Terms is void or voidable, whether a claim is subject to
arbitration or the question of waiver by litigation conduct. The arbitrator
shall be empowered to grant whatever relief would be available in a court under
law or in equity. The arbitrator's award shall be written and shall be binding
on the parties and may be entered as a judgement in any court of competent
jurisdiction. 

10.7.5.  Filing a Demand. To start an arbitration, you must do the following:
(a) Write a Demand for Arbitration that includes a description of the claim and
the amount of damages you seek to recover (you may find a copy of a Demand for
Arbitration at www.jamsadr.com); (b) Send three copies of the Demand for
Arbitration, plus the appropriate filing fee, to JAMS, Two Embarcadero Center,
Suite 1500, San Francisco California 94111; and (c) send one copy of the Demand
for Arbitration to us at: legal@docusign.com.

10.7.6.  Fees & Costs. If your claim(s) total is less than US $5,000.00, then:
(a) you may choose whether your participation in the arbitration will be
conducted on the basis of documents provided to the arbitrator, through a
telephonic hearing or by an in-person hearing; (b) DocuSign will reimburse your
filing fees up to a maximum of US $1,500.00 unless the arbitrator determines
that your claims are frivolous; and (c) DocuSign will not seek attorney’s fees
and costs, unless the arbitrator determines that your claims are frivolous. You
are responsible for your own attorneys' fees unless the arbitration rules and/or
applicable law provide otherwise.

10.7.7.  No Jury Trial. The parties understand that, absent this mandatory
arbitration section, they would have the right to sue in court and have a jury
trial. They further understand that, in some instances, the costs of arbitration
could exceed the costs of litigation and the right to discovery may be more
limited in arbitration than in court.

10.7.8.  Venue. Arbitration shall be initiated and take place in San Francisco,
California, United States, and you and DocuSign agree to submit to the personal
jurisdiction of any federal or state court in San Francisco, California in order
to compel arbitration, stay proceedings pending arbitration, or to confirm,
modify, vacate, or enter judgment on the award entered by the arbitrator.

10.7.9.  Class Action Waiver. The parties further agree that the arbitration
shall be conducted in the party’s respective individual capacities only and not
as a class action or other representative action, and the parties expressly
waive their right to file a class action or seek relief on a class basis. YOU
AND DOCUSIGN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR
ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED
CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that
the class action waiver set forth in this paragraph is void or unenforceable for
any reason or that an arbitration can proceed on a class basis, then the
arbitration provisions set forth above shall be deemed null and void in their
entirety and the parties shall be deemed to have not agreed to arbitrate
disputes.

10.7.10. Exception: Litigation of Intellectual Property. Notwithstanding the
parties' decision to resolve all disputes through arbitration, either party may
bring enforcement actions, validity determinations, or claims arising from or
relating to theft, piracy, or unauthorized use of intellectual property in any
state, or federal court or other governing body or authority with lawful
jurisdiction for such disputes, or in the U.S. Patent and Trademark Office to
protect its intellectual property rights (“intellectual property rights” means
patents, copyrights, moral rights, trademarks, and trade secrets, but not
privacy or publicity rights).

10.7.11. Survival. This Mandatory Arbitration, Waiver of Class Actions section
shall survive any termination of your use of the Site or information we supply.

10.8.  Entire Terms. These Terms, which include the language and paragraphs
preceding Section 1, are the final, complete, and exclusive expression of the
agreement between you and DocuSign regarding the DocuSign Services provided
under these Terms. These Terms supersede and the parties disclaim any reliance
on previous oral and written communications (including any confidentiality
agreements pertaining to the Site (including the DocuSign Services) under these
Terms) with respect to the subject matter hereof and apply to the exclusion of
any other terms that you seek to impose or incorporate, or which are implied by
trade, custom, practice or course of dealing. DocuSign hereby rejects any
additional or conflicting terms appearing in a purchase order or any other
ordering materials submitted by you and conditions assent solely based on these
Terms and conditions of these Terms as offered by DocuSign. In the event of an
inconsistency or conflict, the order of precedence in descending order of
control is as follows: (a) the Subscription Plan; (b) any attachments or
appendix(ices) to the Service Schedule(s); (c) the Service Schedule; and (d)
these Terms. 

10.9.  Governing Law & Venue. These Terms will be interpreted, construed, and
enforced in all respects in accordance with the local laws of the State of
California, U.S.A, without reference to its choice of law rules to the contrary.
For purposes of determining the governing law, you and DocuSign agree that
DocuSign is the proponent of these Terms. Notwithstanding your and DocuSign’s
agreement to mandatory arbitration, either party may seek any interim or
preliminary injunctive relief from a court of competent jurisdiction in San
Francisco, CA, as necessary to protect the party's rights or property pending
the completion of arbitration. You and DocuSign submit to the exclusive
jurisdiction of, and venue in, any federal or state court of competent
jurisdiction located in San Francisco, California, U.S.A.

10.10. Language and Translations. DocuSign may provide translations of these
Terms or other terms or policies. Translations are provided for informational
purposes and if there is an inconsistency or conflict between a translation and
the English version, the English version will control.

10.11. Waiver. The waiver by either you or DocuSign of any breach of any
provision of these Terms does not waive any other breach. The failure of any
party to these Terms to insist on strict performance of any covenant or
obligation in accordance with these Terms 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.

10.12. Severability. If any part of these Terms is found to be illegal,
unenforceable, or invalid, the remaining portions of these Terms will remain in
full force and effect. If any material limitation or restriction on the grant of
any license to you under these Terms is found to be illegal, unenforceable, or
invalid, the license will immediately terminate.

10.13. How to Contact Us. If you have any questions about the Site or Terms,
pricing, complaints, or other inquiries, please contact DocuSign at 221 Main
Street, Suite 1000, San Francisco, CA, 94105, United States, or by calling from
the U.S. (800) 379-9973. California users are also entitled to the following
specific consumer rights notice: The Complaint Assistance Unit of the Division
of Consumer Services of the California Department of Consumer Affairs may be
contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by
telephone at (916) 445-1254 or (800) 952-5210.

11.   SUPPLEMENTAL TERM IN CERTAIN COUNTRIES. If you reside in one of the
following countries or regions, the below provisions also apply to you. To the
extent there is a conflict between the provisions below and the provisions in
the main portion of the Terms above, the below provisions control to the extent
of that conflict.

11.1.  California. If you are a California resident, you hereby waive California
Civil Code §1542, which says: “A general release does not extend to claims which
the creditor does not know or suspect to exist in his favor at the time of
executing the release, which if known by him must have materially affected his
settlement with the debtor.” This release includes the criminal acts of others.

11.2.  New Jersey. If you are a New Jersey resident, the limitations in Section
9 specifically do apply to you.

11.3.  Austria. If you are domiciled in Austria, DocuSign shall be fully liable
for intentional and gross negligence, as well as for any damages arising from
injury to life, body or health caused by DocuSign. In the case of liability for
slight negligence, DocuSign shall be liable only for breach of a material
obligation (“Cardinal Duty”) and any such liability shall be limited to typical,
foreseeable damages and shall not include liability for lack of economic
results, loss of profit, or indirect damages. A Cardinal Duty in the meaning of
this Section 11.3 is an obligation, the fulfillment of which is essential to the
performance of these Terms and on the fulfillment of which the contracting party
may therefore rely. If you are a consumer, nothing in these Terms affects your
rights under mandatory Austrian law and these Terms will be interpreted,
construed, and enforced in all respects in compliance with mandatory consumer
protection laws of Austria. Notwithstanding Section 10.7 and Section 10.9 above,
if you are a consumer, you may submit a claim to enforce your rights under these
Terms to the competent courts in Austria. The offering of DocuSign Services is
limited to businesses only. If you are a consumer in the sense of the Consumer
Protection Act ("KSchG"), you must not enter an agreement with DocuSign for the
DocuSign Services.

11.4.  Belgium. If you are domiciled in Belgium, except in cases of intentional
or gross negligence (including by its employees or agents), or of breach of
essential obligations under the contract in the absence of force majeure,
DocuSign shall not be liable to you for any damages arising out of or related to
any transactions or uses of the Services contemplated under these Terms.
Notwithstanding Section 10.4, you will have the right to assign your rights or
obligations under these Terms subject to you providing 30-day prior written
notice to DocuSign.

11.5.  Germany. If you are domiciled in Germany, DocuSign shall be fully liable
for intentional and gross negligence, as well as for any damages arising from
injury to life, body or health caused by DocuSign. In the case of liability for
slight negligence, DocuSign shall be liable only for breach of a material
obligation (“Cardinal Duty”) and any such liability shall be limited to typical,
foreseeable damages and shall not include liability for lack of economic
results, loss of profit, or indirect damages. A Cardinal Duty in the meaning of
this Section 11.5 is an obligation, the fulfilment of which is essential to the
performance of these Terms and on the fulfilment of which the contracting party
may therefore rely. If you are a consumer, nothing in these Terms affects your
rights under mandatory German law and these Terms will be interpreted,
construed, and enforced in all respects in compliance with mandatory consumer
protection laws of Germany. Notwithstanding Section 10.7 and Section 10.9 above,
if you are a consumer, you may submit a claim to enforce your rights under these
Terms to the competent courts in Germany.

_____________________________________________________________________________

SCHEDULE 1 ADDITIONAL TERMS FOR DOCUSIGN SERVICES

1.     GENERAL.  The following terms apply to a respective DocuSign Service as
set out below:

a.     DocuSign eSignature. If you use DocuSign eSignature, you accept the Terms
of the DocuSign eSignature Service Schedule 2 below.

b.    Early Access Program(s). If you participate in an Early Access Program(s),
you accept the Terms of the Early Access Program(s) Service Schedule 3 below.

c.     DocuSign Notary. If you use DocuSign Notary as a Signer or Notary (as
defined in the General Terms and Service Terms for DocuSign Notary), you accept
the Service Terms for DocuSign Notary Service Schedule 3 below.

d. DocuSign Notary Network. If you use DocuSign Notary Network as a third party
Notary from a Service Provider, you accept the Service Terms for DocuSign Notary
Network Schedule 5 below.

e. Data Protection Attachment for DocuSign Services. If you use the DocuSign
Services, you accept the terms of the Data Protection Attachment for DocuSign
Services Schedule 6 below.

2.     DEFINITIONS

a.     “Account” means a unique account established by Customer to enable its
Authorized Users to access and use a DocuSign Service.

b.     “Authorized User” mean an individual natural person, whether an employee,
business partner, contractor, or agent of a Customer, who is registered or
permitted by Customer to use the DocuSign Services pursuant to these Terms and
up to any maximum number of users or uses specified at the time of purchase
(where relevant). 

c. “Documentation” means any and all written materials, user manuals, and other
documentation and materials supplied by us and related to the DocuSign Services,
excluding any software code or other information customarily subject to a
commercial licence, that is provided by DocuSign regarding the DocuSign
Services. Documentation includes without limitation DocuSign’s then-current
technical and functional documentation for the DocuSign Services.

d. "eDocument" refers to a contract, notice, disclosure, or other record or
document generated using or deposited into the DocuSign Service for processing.

e.     “Signer” means a person designated by an Authorized User to access and/or
take action upon the eDocuments (as defined below) sent to such individual via
DocuSign eSignature.

3.       USAGE AND ACCESS RIGHTS

a.     Eligibility to Use. You represent and warrant that you are: (a) of legal
age (18 years of age or older or otherwise of legal age in your resident
jurisdiction) and competent to agree to these Terms on behalf of your company or
business; and (b) you (or your Authorized Users, as applicable) are not and will
not when using the Site be located in, under the control of, or a national or
resident of a U.S. embargoed country or territory and are not a prohibited end
user under Trade Restrictions (as defined in section 10.3. You acknowledge that
you are not permitted to use the Site if you cannot make these representations.
If DocuSign has previously prohibited you from accessing the Site or using the
DocuSign Services, you are not permitted to access the Site or use the DocuSign
Services. If you are agreeing to these Terms on behalf of an organization or
entity, you represent and warrant that you are authorized to agree to these
Terms on that organization or entity’s behalf and bind them to these Terms (in
which case, the references to "you" and "your" in these Terms, except for in
this sentence, also refer to that organization or entity).

b.    Customer Responsibilities.  Customers are responsible for all use of the
DocuSign Services associated with its Account; (c) Customers are solely
responsible for maintaining the confidentiality of their Account names and
password(s); (d) Customers agree to immediately notify DocuSign of any
unauthorized use of Customer’s Account of which it becomes aware; (e) Customer 
agrees that DocuSign will not be liable for any losses incurred as a result of a
third party's use of its Account, regardless of whether such use is with or
without its knowledge and consent; (f) Customer will use the DocuSign Services
for lawful purposes only and subject to these Terms.

c.     Limited License. Upon your acceptance of these Terms, we grant you a
limited, non-exclusive and non-transferable license to access and use the Site
for your internal business purposes and only as expressly permitted in these
Terms and any applicable paid Customer plan that enables registration of an
Account for the use of a DocuSign Service (“Subscription Plan”) when applicable.
You shall not use or permit use of the Site for any illegal purpose or in any
manner inconsistent with the provisions of these Terms. If you are or become a
direct competitor of DocuSign, you may not access or use the DocuSign Services
without DocuSign’s explicit, advance, written consent, and then only for the
purposes authorized in writing. Except as otherwise restricted by these Terms,
DocuSign grants you permission on a non-exclusive, non-transferable, limited
basis to display, copy, and download content and materials on the Site provided
that you: (a) retain all copyright and other proprietary notices on the content
and materials; (b) use them solely for personal or internal, non-commercial use
or in accordance with any applicable Subscription Plan; and (c) do not modify
them in any way other than permitted by mandatory law. Each discrete
Subscription Plan includes restrictions and requirements that outline the
features that Customer will be able to access. Any violation by you of the
license provisions contained in this Section 3 may result in the immediate
termination of your right to use the Site, as well as potential liability for
copyright infringement or other claims depending on the circumstances.

d.    This Section 3 shall survive expiration or termination of the Terms.

4.     RESTRICTIONS ON USE OF THE DOCUSIGN SERVICES

a.     In addition, Customers shall not, and shall not permit others to, do the
following with respect to the DocuSign Services:

i. Use the DocuSign Services or allow access to them in a manner that
circumvents contractual usage restrictions or that exceeds authorized use or
usage metrics set forth in these Terms, any applicable Subscription Plan or
DocuSign’s Reasonable Use Policy
(https://www.docusign.com/company/reasonable-use-policy) incorporated herein by
reference;  

ii. License, sub-license, sell, re-sell, rent, lease, transfer, distribute or
time share or otherwise make any portion of the DocuSign Services or DocuSign’s
then-current Documentation available for access by third parties except as
otherwise expressly provided in these Terms; or

 iii. Use the DocuSign Services for benchmarking or to compile information for a
product or service;

 iv. Access or use the DocuSign Services or Documentation for the purpose of:
(i) developing or operating products or services intended to be offered to third
parties in competition with the DocuSign Services; or (ii) allowing access to
your Account by a direct competitor of DocuSign.

5.     TERMS SPECIFIC TO DOCUSIGN SERVICES

a. Right to Use DocuSign Services.  Subject to these Terms, DocuSign will
provide the DocuSign Services to Customers in accordance with each Customer’s
Subscription Plan, and DocuSign grants to each Customer a limited non-exclusive,
non-transferable right and license during the Term, solely for its internal
business purposes and in accordance with the Documentation, to: (a) use the
DocuSign Services; (b) implement, configure, and, through its Account
Administrator(s), permit its Authorized Users to access and use the DocuSign
Services up to any applicable limits or maximums; and (c) access and use the
Documentation. 

 i. Authorized Users.  Authorized Users of Customer must be identified by a
unique email address and user name and two or more natural persons may not use
the DocuSign Services as the same Authorized User. If the Authorized User is not
an employee of Customer, use of the DocuSign Services will be allowed only if
the user is under confidentiality and other obligations with Customer at least
as restrictive as those in these Terms, and is accessing or using the DocuSign
Services solely to support Customer’s internal business purposes.

 ii. Account Administrator. Customer may assign and expressly authorize an
Authorized User(s) as its agent to manage Customer’s Account, and management of
Customer’s Account includes, without limitation, configuring administration
settings, assigning access and use authorization, requesting different or
additional services, providing usage and performance records, managing
templates, executing approved campaigns and events, assisting in third-party
product integrations, and accepting notices, disclosures, and terms and
conditions (“Account Administrator”). Customer may appoint an employee, agent or
a third-party business partner or contractor to act as its Account
Administrator(s) and may change its designation at any time through its Account.

iii. Permission for Analytics Data Use. Notwithstanding anything to the contrary
in the Terms, Customer agrees that DocuSign may collect, store and use Analytics
Data (defined below) in providing the DocuSign Services, supporting Customer’s
use of the DocuSign Services, improving DocuSign products and services, and as
part of DocuSign’s business operations. Customer may use Analytics Data provided
or made accessible by DocuSign only for Customer’s internal business purposes in
connection with Customer’s use of the DocuSign Services and subject to the usage
restrictions set forth in the Terms. “Analytics Data” means any data, output,
insights, or other information generated or derived from: (i) Customer’s and
Authorized Users’ use of the DocuSign Services; and (ii) Customer Data, in each
case derived or aggregated in de-identified form. This Section (Permission for
Analytics Data Use) shall survive termination or expiration of the Terms,
including any Service Schedules and accompanying attachments and Exhibits to the
Terms.

b. Payment Terms.

i. Subscription Plan. The prices, features, and options of the DocuSign Services
depend on the Subscription Plan selected as well as any changes instigated by
Customer. DocuSign does not represent or warrant that a particular Subscription
Plan will be offered indefinitely and, to the fullest extent permitted under
applicable laws,  reserves the right to change the prices for or alter the
features and options in a particular Subscription Plan without prior notice.

ii. No Refunds. Customer will timely pay DocuSign all fees associated with its
Subscription Plan, Account, or use of the DocuSign Services, including, but
without limitation, by Authorized Users. CUSTOMER’S PAYMENTS ARE NON-REFUNDABLE
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR AS OTHERWISE AGREED TO BY THE
PARTIES. Charges for pre-paid Subscription Plans will be billed to Customer in
advance. Charges for per-use purchases and standard Subscription Plan charges
will be billed in arrears unless otherwise specified in the Subscription Plan.

iii. Recurring Charges. When you purchase a Subscription Plan, you must provide
accurate and complete information for a valid payment method that you are
authorized to use. You will be billed for your Subscription Plan either through
the payment method you provide, such as a credit card, or through an
intermediary provider such as iTunes, Google Play, or a similar app store (“App
Store”). Customer must promptly notify DocuSign of any change in its invoicing
address and must update its Account with any changes related to its payment
method. BY COMPLETING REGISTRATION FOR A SUBSCRIPTION PLAN, CUSTOMER AUTHORIZES
DOCUSIGN OR ITS AGENT TO CHARGE ITS PAYMENT METHOD ON A RECURRING (E.G. MONTHLY
OR YEARLY) BASIS (“AUTHORIZATION”) FOR: (a) THE APPLICABLE SUBSCRIPTION PLAN
CHARGES; (b) ANY AND ALL APPLICABLE TAXES; AND (c) ANY OTHER CHARGES INCURRED IN
CONNECTION WITH CUSTOMER’S USE OF THE DOCUSIGN SERVICES. The Authorization
continues through the applicable Subscription Term and any Renewal Term (each as
defined in Section 5(d)(i), below) until Customer cancels as set forth in
Section 5 of these Terms. 

iv. Late Fees & Collection Costs. If DocuSign does not receive payment from
Customer’s payment method, Customer agrees to pay all amounts due upon demand.
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 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 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 to DocuSign may not be
withheld or offset by Customer for any reason against amounts due or asserted to
be due from DocuSign.

v. Invoices. DocuSign will provide billing and usage information in a format we
choose, which may change from time to time. DocuSign reserves the right to
correct any errors or mistakes that it identifies even if it has already issued
an invoice or received payment. Customer agrees to notify us about any billing
problems or discrepancies within thirty (30) days after they first appear on
your invoice. If Customer does not bring such problems/discrepancies to our
attention within thirty (30) days, it agrees to waive its right to dispute such
problems or discrepancies.

vi. Billing Cycles. Billing cycle end dates may change from time to time. When a
billing cycle covers less than or more than a full month, we may make reasonable
adjustments and/or prorations. Customer agrees that we may (at our option)
accumulate charges incurred during a billing cycle and submit them as one or
more aggregate charges during or at the end of a cycle, and that we may delay
obtaining authorization or payment from Customer’s payment card issuer or App
Store until submission of the accumulated charge(s). 

vii. Benefit Programs. You may receive or be eligible for certain pricing
structures, discounts, features, promotions, and other benefits (collectively,
"Benefits") through a business or government agreement with us ("Business
Terms"). Any and all such Benefits are provided solely as a result of the
corresponding Business Terms and to the fullest extent permitted under
applicable laws, such Benefits may be modified or terminated without notice. If
you use the DocuSign Services and a business or government entity pays your
charges or is otherwise liable for the charges, you authorize us to share your
account information with that entity and/or its authorized agents. If you are
enrolled in a Subscription Plan or receive certain Benefits tied to Business
Terms with us, but you are liable for your own charges, then you authorize us to
share enough account information to verify your continuing eligibility for those
Benefits and the Subscription Plan.

viii. Tax Responsibility. All payments required by these Terms are stated
exclusive of all taxes, duties, levies, imposts, fines, or similar governmental
assessments, including sales and use taxes, value-added taxes (“VAT”), goods and
services taxes (“GST”), excise, business, service, and similar transactional
taxes imposed by any jurisdiction (collectively, “Taxes”). Customer shall be
responsible for and bear Taxes associated with its purchase of, payment for,
access to or use of the DocuSign Services. If DocuSign is required to remit
Taxes associated with Customer’s purchase of, payment for, access to, or use of
the DocuSign Services, DocuSign will add the amount of those Taxes, itemized
where required by law, to the payment due. Taxes may be applied without notice.
Taxes shall not be deducted from the payments to DocuSign, except as required by
law, in which case Customer shall increase the amount payable as necessary so
that after making all required deductions and withholdings, DocuSign receives
and retains (free from any Tax liability) an amount equal to the amount it would
have received had no such deductions or withholdings been made. Customer hereby
confirms that DocuSign can rely on the name and address set forth in its
registration for a Subscription Plan as being the place of supply for Tax
purposes. If applicable, Customer shall provide to DocuSign its VAT, GST, or
similar tax identification number(s) to avoid application of taxes, as
applicable. Customer shall use the ordered DocuSign Services for Customer’s
business use in the foregoing location(s) in accordance with the provided VAT or
GST identification number(s). The parties’ obligations under this Section (Tax
Responsibility) shall survive the termination or expiration of these Terms.

ix. Intermediary Provider Billing. If your Subscription Plan is based on
intermediary provider billing, your intermediary provider will automatically
charge your App Store account monthly for the cost of the Subscription Plan and
any applicable taxes. If you are not current with your Subscription Plan
payments, we reserve the right to terminate your account, suspend your access to
your Subscription Plan, or convert your Subscription Plan subscription to a
non-subscription account. You will be responsible for paying all past due
amounts

x. Termination. If these Terms expire or are terminated for any reason Customer
will pay to DocuSign any amounts that have accrued before, and remain unpaid as
of, the date of the termination or expiration, including those for the billing
cycle in which termination occurs.

c. You may elect to receive authentication, notification and/or eDocument
delivery messages by text (“SMS Messages”) at the mobile number you provide as
part of your use of the DocuSign Services. You represent that you are the
subscriber of the mobile service at the mobile number provided, or that you are
otherwise authorized by the subscriber to receive SMS Messages at such mobile
number as part of your use of the DocuSign Services. By electing to receive and
send SMS Messages, you acknowledge that message and data rates may apply under
your agreement with your provider of mobile communication services (“Mobile
Service Provider”). You further understand and acknowledge that your Mobile
Service Provider’s network services are outside of DocuSign’s control and we are
not responsible or liable for any issues arising therefrom. DocuSign will not be
liable for any of the following: a) failure of delivery of any content via SMS
Message; b) any delays in transmission of SMS Messages; or c) any service or
other changes implemented by your Mobile Service Provider impacting the receipt
or sending of SMS Messages as part of your use of the DocuSign Services.

d. SPECIFIC CAP ON DAMAGES. NOTWITHSTANDING SECTION 9.2 OF THE TERMS, OUR TOTAL
LIABILITY TO YOU FOR ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO DOCUSIGN
SERVICES PROVIDED UNDER THIS SCHEDULE 1 (INCLUDING WITHOUT LIMITATION WARRANTY
CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM
IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR
EQUITABLE THEORY, WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO DOCUSIGN FOR
THE DOCUSIGN SERVICE(S) GIVING RISE TO THE CLAIM UNDER THIS SCHEDULE 1 DURING
THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE
TO LIABILITY, OR $100, WHICHEVER IS GREATER. 

e.     Free Trial and Special Offers for DocuSign Services.

i. If you register for a free trial, promotional offer, or other type of limited
offer for use of DocuSign Services (“Free Trial”), you may be presented with
additional terms and conditions when registering for a Free Trial, and any such
additional terms and conditions are hereby incorporated into these Terms by
reference and are legally binding. This Section (Free Trial and Special Offers
for DocuSign Services) supersedes and applies notwithstanding any conflicting
provisions with regard to access and use of a Free Trial.

ii. To the fullest extent permitted under applicable laws, DocuSign reserves the
right to reduce the term of a trial period or end it altogether without prior
notice.

iii. The version of the DocuSign Services that is available for a Free Trial may
not include or allow access to all features or functions. ANY DATA THAT A
CUSTOMER ENTERS INTO THE DOCUSIGN SERVICES, AND ANY CONFIGURATIONS MADE BY OR
FOR A CUSTOMER, DURING THE FREE TRIAL WILL BE PERMANENTLY LOST AT THE END OF THE
TRIAL PERIOD UNLESS THE CUSTOMER: (a) PURCHASES A SUBSCRIPTION PLAN TO DOCUSIGN
SERVICES THAT IS EQUIVALENT TO OR GREATER THAN THOSE COVERED BY THE TRIAL; OR
(b) EXPORTS SUCH DATA BEFORE THE END OF THE TRIAL PERIOD.

iv. Notwithstanding any other provision of these Terms, including without
limitation the warranties described in Section 7 of the General Terms
(Warranties and Disclaimers) or any service-specific terms and conditions
applicable to a particular DocuSign Service, including exhibits and attachments
accompanying such schedule (“Service Schedule”), during a Free Trial the
DocuSign Services are provided “AS IS” and “as available” without any warranty
that may be set forth in these Terms, and DOCUSIGN DISCLAIMS ANY IMPLIED
WARRANTIES INCLUDING WITHOUT LIMITATION MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE AND DOCUSIGN’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR
RELATING TO CUSTOMER’S USE OF THE FREE TRIAL IS $100. 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 MAXIMUM EXTENT PERMITTED BY AND FOR THE MINIMUM WARRANTY PERIOD ALLOWED BY
THE MANDATORY APPLICABLE LAW.

6.     Your Confidential Information.

a. Scope. “Confidential Information” for you as a Customer and your Affiliates
(defined below) means (a) data uploaded by you or your Affiliates to the
DocuSign Services (“Customer Data”); (b) any other information of you, including
your Affiliates, that you disclose to us in writing or orally and is designated
as confidential or proprietary at the time of disclosure to us; and (c) any
amendment to the terms and conditions of these Terms between you and us. Your
Confidential Information does not include any information that: (i) was or
becomes generally known to the public through no fault or breach of this Section
by us; (ii) was rightfully in our possession at the time of disclosure without
restriction on use or disclosure; (iii) was independently developed by our
without use of your Confidential Information; or (iv) was rightfully obtained by
us from a third party not under a duty of confidentiality and without
restriction on use or disclosure.

b. Restricted Use and Nondisclosure. During and after the term, we will: (a) use
your Confidential Information solely for the purpose for which it is provided to
us; (b) not disclose such Confidential Information to a third party, except on a
need-to-know basis to our Affiliates, attorneys, auditors, consultants, and
service providers who are under confidentiality obligations at least as
restrictive as those contained herein; and (c) protect such Confidential
Information from unauthorized use and disclosure to the same extent (but using
no less than a reasonable degree of care) that we protect our own Confidential
Information of a similar nature.

c. Required Disclosure. If we are required by law to disclose your Confidential
Information, we will use reasonable efforts to give you prompt written notice
before making the disclosure, unless prohibited from doing so by the legal or
administrative process, and assist you to obtain where reasonably available an
order protecting your Confidential Information from public disclosure.

d. Ownership. Notwithstanding any other provision of these Terms, we acknowledge
that, as between you and us, all your Confidential Information we receive from
you, including your Customer Data, is owned by you. Nothing in these Terms
grants us any right, title or interest in or to any of your Confidential
Information except as provided in these Terms. All other data regarding the
DocuSign Services, as between you and us, at all times are and will remain our
sole and exclusive property.

7.     Term and Termination – Customers.

a. Suspension of Access to DocuSign Services. In accordance with these Terms,
DocuSign may suspend any use of the DocuSign Services, remove any content or
disable or terminate any Account or Authorized User that DocuSign reasonably and
in good faith believes violates these Terms. DocuSign will use commercially
reasonable efforts to notify you prior to any such suspension or disablement,
unless DocuSign reasonably believes that: (a) it is prohibited from doing so
under applicable law or under legal process, such as court or government
administrative agency processes, orders, mandates, and the like; or (b) it is
necessary to delay notice in order to prevent imminent harm to the DocuSign
Services or a third party. Under circumstances where notice is delayed, DocuSign
will provide the notice if and when the related restrictions in the previous
sentence no longer apply.

 b. Term. The period of effectiveness of these Terms, with respect to DocuSign
Services, begins on the date the Customer accepts these Terms and continues
until the Customer’s Subscription Plan expires or its use of the DocuSign
Services ceases (including as a result of termination in accordance with this
Section 6), whichever is later (“Term”).

c.     Subscription Term and Automatic Renewals. 

i. DocuSign’s Subscription Plans automatically renew unless otherwise noted. If
you purchase a Subscription Plan you agree to pay the then-current applicable
fee associated with the Subscription Plan and further agree and acknowledge that
it will automatically renew, unless, prior to the end of the current period of
effectiveness of the Subscription Plan (“Subscription Term”): (a) you terminate
your Account; (b) you set your Account not to auto-renew by logging in to
DocuSign Services or contacting us here:
(https://support.docusign.com/contactSupport); (c) DocuSign declines to renew
your Subscription Plan; or (d) these Terms are otherwise properly terminated as
expressly permitted herein. The Subscription Plan will automatically renew on a
monthly or annual basis, depending on the method you choose (“Renewal Term”).

ii. Promotional codes may only be used for your first Subscription Term. If you
purchased your Subscription Plan with a promotional code, each time your
Subscription Plan renews you will be charged the full annual billing amount. If
your Subscription Plan is ever terminated for any reason, and you purchase
another Subscription Plan, you shall not be eligible to use a promotional code.

iii. We reserve the right to modify, terminate, or otherwise amend the fees and
features associated with your Subscription Plan to the fullest extent permitted
under applicable laws. We may also recommend that you purchase a new
Subscription Plan that is comparable to your previous Subscription Plan that is
ending. Before we change the fees and charges in effect, or add new fees and
charges, we will give you advance notice of at least thirty (30) days. If we
provide you such advance notice, unless prohibited by applicable laws, your
continued use of the DocuSign Services after the changes have been made will
constitute your acceptance of the changes. If you do not wish to continue
subscribing with the new fees or features, you may terminate your Subscription
Plan as described in Section 6. If you accept the new Subscription Plan, its
terms and conditions with these Terms will apply in the Renewal Term and
thereafter.

d.    Termination by Customer. You may terminate your Account at any time upon
ten (10) days’ advance written notice to DocuSign. If you wish to terminate, you
must provide notice by contacting us here:
(https://support.docusign.com/contactSupport). If you purchased your
Subscription Plan through an external service, such as an App Store, you must
use the tools made available by those services to manage and/or terminate your
Subscription Plan. Section 4(b)(ii) notwithstanding, if a Customer terminates
its annual Subscription Plan within the first thirty (30) days of the initial
Subscription Term, it may submit a written request to DocuSign for a refund of
the fees paid to DocuSign for the initial Subscription Term, which DocuSign will
consider, without obligation, in good faith. DocuSign has no obligation to
consider refund requests related to a termination of a Subscription Plan if the
termination does not occur in the first thirty (30) days of the initial
Subscription Term, or if there has been a violation of other Terms herein, or if
records indicate substantial productive use took place during that period.

e.     Default; Termination by DocuSign. A Customer will be in default of these
Terms if: (a) it fails to timely pay any amount owed to us or an Affiliate of
ours; (b) it or an Authorized User associated with its Account breaches any
provision of these Terms or violates any published policy applicable to the
DocuSign Services; (c) it is or becomes subject to any proceeding under the
Bankruptcy Code or similar laws; or (d) if, in our sole discretion, we believe
that continued use of the DocuSign Services by the Customer (or its Authorized
Users or Signers) creates legal risk for DocuSign or presents a threat to the
security of the DocuSign Services or DocuSign’s customers. If a Customer is in
default, we may, without notice: (i) suspend its Account and use of the DocuSign
Services; (ii) terminate its Account; (iii) charge reactivation fees in order to
reactivate its Account; and (iv) pursue any other remedy available to us. A
DocuSign “Affiliate” means any legal entity that DocuSign, Inc. owns, that owns
DocuSign, Inc. or that is under common control with DocuSign, Inc.  A Customer
“Affiliate” means any legal entity that Customer owns, that owns Customer or
that is under common control with Customer. “Control” and “own” mean possessing
greater than 50% interest in an entity or the right to direct the management of
the entity.

f.      Effect of Termination. If these Terms expire or are terminated for any
reason: (a) any and all of your liabilities to us that have accrued before the
effective date of the expiration or termination will survive; (b) licenses and
use rights granted to you with respect to the Site, including rights to any
intellectual property therein or thereto, will immediately terminate in
accordance with these Terms; (c) our obligation to provide any further access to
the Site to you under these Terms will immediately terminate, except any such
rights that are expressly to be provided following expiration or termination of
these Terms; and (d) the provisions of Section 4(b)(ii) (No Refunds), Section
4(b)(vii) (Benefit Programs), Section 4(b)(xiii) (Tax Responsibility), and
Section 4(d) (Free Trial and Special Offers for DocuSign Services) of this
Schedule 1 (Additional Terms for DocuSign Services), as well as provisions
designated to survive under the Terms, any Service Schedules and accompanying
attachments and Exhibits to the Terms.

_____________________________________________________________________________

SCHEDULE 2 SERVICE SCHEDULE FOR DOCUSIGN ESIGNATURE 

This Service Schedule for DocuSign eSignature (the “Service Schedule”) was last
updated on May 2, 2022. Unless otherwise defined in this Service Schedule,
capitalized terms will have the meaning given to them in the General Terms.

1.     DEFINITIONS

a. “DocuSign eSignature” means the on-demand electronic signature DocuSign
Service, which provides online display, certified delivery, acknowledgement,
electronic signature, and storage services for eDocuments via the Internet.

b. “Envelope” means an electronic record containing one or more eDocuments
consisting of a single page or a group of pages of data uploaded to the System.

c. “Signer” means a person designated by an Authorized User to access and/or
take action upon the eDocuments sent to such individual via DocuSign eSignature.

d. “System” refers to the software systems and programs, the communication and
network facilities, and the hardware and equipment used by DocuSign or its
agents to make available the DocuSign eSignature service via the Internet.

e. “Transaction Data” means the metadata associated with an Envelope (such as
transaction history, image hash value, method and time of Envelope deletion,
sender and recipient names, email addresses, and signature IDs) that DocuSign
may use to generate and maintain the digital audit trail required by DocuSign
eSignature.

2.     ADDITIONAL USAGE LIMITATIONS AND CUSTOMER RESPONSIBILITIES

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

i. DocuSign eSignature facilitates the completion and/or execution of eDocuments
between the parties to those eDocuments. Nothing in this Service Schedule may be
construed to make DocuSign a party to any eDocument processed through DocuSign
eSignature, and DocuSign makes no representation or warranty regarding the
transactions sought to be effected by any eDocument;

ii. Between DocuSign and Customer, Customer has exclusive control over and
responsibility for the content, quality, and format of any eDocument. Without
limiting the foregoing, all eDocuments, together with any messages included
within an Envelope, stored by DocuSign on the System are maintained in an
encrypted form, and DocuSign has no control of or access to their contents
except to the extent access is requested in writing and made available by
Customer to DocuSign;

iii. Certain types of agreements and documents may be excepted from electronic
signature laws (e.g. wills and agreements pertaining to family law), or may be
subject to specific regulations promulgated by various government agencies
regarding electronic signatures and electronic records. DocuSign is not
responsible or liable to determine whether any particular eDocument is (i)
subject to an exception to applicable electronic signature laws; (ii) subject to
any particular agency promulgations; or (iii) can be legally formed by
electronic signatures;

iv. DocuSign is not responsible for determining how long any contracts,
documents, and other records are required to be retained or stored under any
applicable laws, regulations, or legal or administrative agency processes.
Further, DocuSign is not responsible for or liable to produce any of Customer’s
eDocuments or other documents to any third parties;

v. Certain consumer protection or similar laws or regulations may impose special
requirements with respect to electronic transactions involving one or more
“consumers,” such as (among others) requirements that the consumer consent to
the method of contracting and/or that the consumer be provided with a copy, or
access to a copy, of a paper or other non-electronic, written record of the
transaction. DocuSign does not and is not responsible to: (i) determine whether
any particular transaction involves a “consumer;” (ii) furnish or obtain any
such consents or determine if any such consents have been withdrawn; (iii)
provide any information or disclosures in connection with any attempt to obtain
any such consents; (iv) provide legal review of, or update or correct any
information or disclosures currently or previously given; (v) provide any such
copies or access, except as expressly provided in the Documentation for all
transactions, consumer or otherwise; or (vi) comply with any such special
requirements;

vi. Customer undertakes to determine whether any “consumer” is involved in any
eDocument presented by its Authorized Users for processing, and, if so, to
comply with all requirements imposed by law on such eDocuments or their
formation;

vii. Customer agrees that its assigned Account Administrator(s) has authority to
provide DocuSign with and accept from DocuSign any required authorizations,
requests, or consents on behalf of Customer with respect to Customer’s Account; 

viii. Customer agrees it is solely responsible for the accuracy and
appropriateness of instructions given by it and its personnel to DocuSign in
relation to the DocuSign Services, including without limitation instructions
through its Account as made by the assigned Account Administrator;

ix. Customer may elect to utilize a digital certificate, service, or process
that authenticates a Signer’s identity or the authenticity of an eDocument as
part of a DocuSign eSignature.  If that digital certificate, service, or process
is provided by anyone other than DocuSign, even where the digital certificate,
service, or process is chosen from a menu from within the DocuSign Services,
Customer agrees that it is solely responsible for determining the reliability,
validity, and legality of that third party digital certificate, service, or
process and agrees that DocuSign is not responsible to determine whether any
such digital certificate, service, or process is reliable, valid, or legal; and

x. Customer agrees that if Customer is invited as an intermediary into another
DocuSign customer’s network, Customer shall be bound by the rules prescribed by
that DocuSign customer, and Customer agrees to be liable for all of their acts
or omissions as a result of their use of the DocuSign customer’s network.

b. Subscription Plans purchased on www.docusign.com may not be used in
conjunction with DocuSign APIs and are available for use with a limited number
of integrations.

3. eDOCUMENT STORAGE AND DELETION

a. Sending, Storage. During the Term, DocuSign will send and store eDocuments
per these Terms of the Subscription Plan. However, DocuSign may set and enforce
limits for reasonable use in order to prevent abusive or unduly burdensome use
of DocuSign eSignature. Customer, through its Account Administrator(s), may
retrieve and store copies of its eDocuments for storage outside of the System at
any time during the Subscription Term when Customer is in good financial
standing under these Terms, and may delete or purge its eDocuments from the
System at its own discretion. 

b. Uncompleted eDocuments. DocuSign may, at its sole discretion, delete
uncompleted eDocuments from the System immediately and without notice upon the
earlier of: (a) expiration of the Envelope (where Customer has established an
expiration for such Envelope, not to exceed 365 days); or (b) expiration of the
Subscription Term. DocuSign assumes no liability or responsibility for a party’s
failure or inability to electronically sign any eDocuments within such a period
of time.

c. Deletion. DocuSign may delete an Account and Customer Data, including without
limitation eDocuments (whether complete or not), upon the expiration of the
Subscription Term or termination as described in Section 5 of Schedule 1
(Additional Terms for DocuSign Services). In addition, DocuSign may delete
eDocument(s) in a Customer Account at the explicit direction of such Customer
and such deletion may also result in the deletion of such eDocument(s) from a
Signer Account. Signer hereby acknowledges that any eDocument(s) sent by another
Customer to Signer shall be deleted from the Signer’s DocuSign eSignature
Account when such sending Customer initiates a purge of such eDocument(s) from
the sending Customer(s) Account. Signer acknowledges its responsibilities
regarding Customer Data under Section 4(a) below and hereby agrees that it is
solely responsible for maintaining, if desired, backup copies of its eDocuments
(including backup copies stored outside of DocuSign eSignature) and further
agrees that DocuSign is not responsible for: a) storing eDocuments in a Signer
Account after a sending Customer Account purge of such eDocuments; or b)
maintaining backup storage of eDocuments on behalf of Signer.  

d. Retention of Transaction Data. DocuSign may retain Transaction Data for as
long as it has a business purpose (which if required under applicable law, is
covered by a legal basis) to do so.

e. Usage Data. With respect to this Service Schedule, Usage Data may include,
without limitation, any data models created, extrapolated, derived from,
adapted, enhanced, or developed by DocuSign using Customer Data and Customer’s
and/or its Authorized User’s use of the DocuSign Services, and 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 stage of data processing.
Without limitation of any term in the Terms, DocuSign may analyze Customer Data
and Customer usage patterns using techniques such as machine learning in order
to improve and develop DocuSign’s current and future products, services,
methods, and processes. Any output from such machine learning techniques,
including the resultant machine learning models, is deemed Usage Data that is
owned by DocuSign. DocuSign retains all right, title, and interest in and to the
Usage Data, and any unauthorised use of Usage Data is strictly prohibited. 

4. INFORMATION SECURITY AND PERSONAL DATA

a. Customer Responsibilities. DocuSign eSignature provides Customer with certain
features and functionalities that Customer may elect to use, including the
ability to retrieve and delete its eDocuments in the System. Customer is
responsible for properly: (a) configuring DocuSign eSignature; (b) using and
enforcing controls available in connection with DocuSign eSignature (including
any security controls); and (c) taking such steps, in accordance with the
functionality of DocuSign eSignature, that Customer deems adequate to maintain
appropriate security, protection, deletion, and backup of Customer Data, which
include controlling the management of Authorized Users’ access and credentials
to DocuSign eSignature, controlling Customer Data that is Processed by DocuSign
eSignature, and controlling the archiving or deletion of eDocuments in the
System. Customer acknowledges that DocuSign has no obligation to protect
Customer Data, including Personal Data (defined below), that Customer elects to
store or transfer outside of DocuSign eSignature (e.g., offline or on-premise
storage).

b. Information Security. DocuSign will employ commercially reasonable technical
and organizational measures that are designed to prevent unlawful or
unauthorized access, use, alteration, or disclosure of Customer Data.

c. Data Processing/Transfer. The Data Protection Attachment for DocuSign
Services found at:
https://www.docusign.com/company/terms-and-conditions/data-protection-attachment(“DPA”)
applies to the processing of Personal Data (as defined in Section 1 of the
DPA). 

5. ACCOUNTS & ORGANIZATIONAL ADMINISTRATION. Each Account is associated with a
single email address. If the domain of the primary email address associated with
an Account is owned by a business or other organization (“Entity”) and was
assigned to Customer as an employee, contractor or member of the Entity, such as
yourname@youremployer.com or yourname@nonprofit.org (“Entity Email Address”),
Customer grants that Entity and its Account Administrator(s) permission to: (a)
identify Accounts created with an Entity Email Address; and (b) restrict or
terminate access to an Account created with an Entity Email Address. Customer
acknowledges and agrees that DocuSign may assist Entity with such
administration.

6. SUBSCRIPTION PLANS & PRICES. The prices, features, and options of DocuSign
eSignature depend on the Subscription Plan selected by Customer as well as any
changes instigated by Customer. For example: (a) if Customer adds Authorized
Users, DocuSign will charge the applicable subscription amount for each
additional Authorized User; or (b) if Customer sends more Envelopes than are
included in your Subscription Plan, DocuSign may charge for additional envelopes
or assign Customer to a new Subscription Plan. Customer may also purchase
optional services on a periodic or per-use basis. To the fullest extent
permitted under applicable laws, DocuSign may change the prices for or alter the
features and options in a particular Subscription Plan without notice.

7. DOCUSIGN PAYMENTS

a. DocuSign eSignature may be ordered with “DocuSign Payments,” which means
functionality that allows Customer to submit agreements, invoices, and other
documents to Signers via DocuSign eSignature to facilitate the submission of
Signer payment credentials and authorizations directly to payment applications,
gateways, processors, and service providers that store, process, or transmit
cardholder data as part of authorization or settlement (“Payment Applications”).

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

i. The payment processing activities facilitated through DocuSign Payments are
between Customer and a Payment Application or another third party designated by
Customer and not with DocuSign. Customer is solely responsible for registering
and maintaining an account with Payment Applications to facilitate the payment
processing via DocuSign Payments and for complying with all agreements, terms of
use, or other terms and conditions between Customer and such Payment
Applications. Payment Applications are independent contractors and not agents,
employees, or subcontractors of DocuSign. DocuSign does not control the payment
methods (i.e., credit card, debit card, ACH transfer) made available by the
Payment Applications through DocuSign eSignature nor the products or services
that are sold or purchased by Customer via DocuSign Payments. Customer
acknowledges and agrees that DocuSign cannot ensure that a Payment Application
Signer or third party will complete a payment processing or that it is
authorized to do so.’

ii. Customer authorizes (where such authorization is required) DocuSign to
store, process, and transmit Customer Data as necessary for a Payment
Application to facilitate payment processing between Customer and a third party
designated by Customer. DocuSign Payments will temporarily store information
received from Customer, such as account information for a Payment Application,
only to facilitate the payment processing.

iii. Customer is solely responsible for complying with: (1) any applicable
standards developed and published by payment networks (such as Visa, Mastercard,
American Express, and any other credit, debit, or electronic funds transfer
network), including but not limited to, the current Payment Card Industry Data
Security Standard (“PCI DSS”); and (2) all laws and regulations applicable to
the payment processing conducted by Customer via DocuSign Payments, including
but not limited to, those that may apply to Customer: in connection with
collecting and storing information, including payment credentials about Signers;
making adequate, clear, and conspicuous disclosures related to the storage and
use of Signers’ payment credentials; and the use of stored payment credentials
to collect future payments.

iv. Customer is solely responsible for any and all disputes with any Payment
Applications or Signers related to or in connection with a payment processing
sought to be facilitated via DocuSign Payments, including but not limited to:
(1) chargebacks; (2) products or services not received; (3) return of, delayed
delivery of, or cancelled products or services; (4) cancelled transactions; (5)
duplicate transactions or charges; (6) electronic debits and credits involving
bank accounts, debit cards, credit cards, and check issuances; and (7) the
amount of time to complete payment processing.

c. To the extent applicable to DocuSign in the provision of DocuSign Payments,
DocuSign represents that it is presently in compliance, and will remain in
compliance, with the current PCI DSS. DocuSign acknowledges that credit and
debit card account numbers or related data processed via DocuSign Payments is,
as applicable, owned exclusively by Customer, credit card issuers, the relevant
payment networks, and entities licensed to process credit and debit card
transactions on behalf of Customer, and further acknowledges that such
information may be used by DocuSign solely to assist the foregoing parties in
completing the processing activities described in these Terms or the Corporate
Terms. 

8. SPECIFIC CAP ON DAMAGES. NOTWITHSTANDING SECTION 9.2 OF THE TERMS, OUR TOTAL
LIABILITY TO YOU FOR ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO DOCUSIGN
SERVICES PROVIDED UNDER THIS SCHEDULE 2 (INCLUDING WITHOUT LIMITATION WARRANTY
CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM
IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR
EQUITABLE THEORY, WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO DOCUSIGN FOR
THE DOCUSIGN SERVICE(S) GIVING RISE TO THE CLAIM UNDER THIS SCHEDULE 2 DURING
THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE
TO LIABILITY, OR $100, WHICHEVER IS GREATER. 

_____________________________________________________________________________


SCHEDULE 3 SERVICE SCHEDULE FOR EARLY ACCESS PROGRAM(S)

1. EARLY ACCESS PROGRAMS

DocuSign may offer, but is not obligated to offer, certain Early Access Services
(defined below) through written notice (e.g., email notification or in-product
notification) or other communication to you. The terms governing the Early
Access Services set forth in this Service Schedule for Early Access Program(s)
(the “EAP Terms”) are effective as of the date of first access to such Early
Access Services(s) (the “EAP Effective Date”) and by accessing such Early Access
Services, you indicate that you have read, understood, and expressly agree to
the EAP Terms contained in this Service Schedule. In the event of any
inconsistency or conflict between the Terms and these EAP Terms, these EAP Terms
shall control with respect to the Early Access Service. The EAP Terms only apply
to the Early Access Service and not to any generally available DocuSign
Service. 

2. DEFINITIONS

“Early Access Service” means: (a) access to certain DocuSign Services and
related features, technologies, or products that are in development (including
in the very early or experimental stages of development), beta, or pre-general
release versions; (b) participation in a specific early access program that
includes access to certain features, technologies, products, or services that
are not yet generally available to DocuSign Customers or are only available to a
limited set of DocuSign Customers; and (c) access to any software, libraries,
specifications, or other technical documentation related to an Early Access
Service provided to you by DocuSign under these EAP Terms.

“Early Access Period” means the term indicated on the registration page or
program communication for such Early Access Service or such period as
communicated to you by DocuSign (whether as a part of the Early Access Service
offering communication or otherwise).

3. EARLY ACCESS SERVICE

a.     Right to Use. Subject to the terms set forth herein, DocuSign grants you
a limited, non-exclusive, non-transferable, revocable license to access and use
the Early Access Service during the Early Access Period for the purposes
described by DocuSign. Upon notice to you, DocuSign may modify the permitted use
of or suspend your access to any Early Access Service at any time and for any
reason.

b.     Access and Use Restrictions. You will not and will not permit any third
party to: (a) rent, sell, license, assign, copy, modify, create derivative works
of, translate, reverse engineer, decompile, disassemble, or otherwise reduce to
human-perceivable form any portion of the Early Access Service other than
granted by mandatory applicable law; (b) provide, dispose or disclose any
information or data contained in or related to the Early Access Service to any
third party in any form for any reason whatsoever, without DocuSign’s prior
written consent; (c) use the Early Access Service for your product development
efforts, or otherwise exploit the Early Access Service for any other commercial
purpose; (d) use the Early Access Service in any manner that violates the rights
of any third party, purports to subject DocuSign to any other obligations, or
violates applicable laws and regulations; or (e) use or permit the Early Access
Service to be used in any manner that is likely to damage, disable, overburden,
or impair the Early Access Service or its related systems and networks.

c. Customer Data. You grant DocuSign a non-exclusive, transferable, worldwide,
royalty-free right and license, with the right to sublicense, to (i) use, copy,
modify, create derivative works based upon, distribute, publicly display, and
publicly perform your Customer Data, and (ii) share your Customer Data with
DocuSign’s third-party service providers and business partners, in each case of
(i) and (ii) in connection with DocuSign’s business purposes, including to
provide, operate, maintain, and improve the Early Access Service and DocuSign’s
other products and services. For clarity, DocuSign has the express right to (and
to have its third-party service providers or business partners) analyze Customer
Data using techniques involving artificial intelligence (AI) and machine
learning (ML) technology in order to provide, operate, maintain, and improve
DocuSign’s current and future products and services (including the Early Access
Service). Any output from such artificial intelligence (AI) and/or machine
learning (ML) technology, including resulting models, will be deemed Analytics
Data that is owned by DocuSign.

4.     OWNERSHIP AND FEEDBACK

a. Ownership. DocuSign, its Affiliates, or its licensors own all right, title,
and interest in and to any and all copyrights, trademark rights, patent rights,
database rights and other intellectual property or other rights in and to the
Early Access Service, including any improvements, design contributions or
derivative works thereto, and any knowledge or processes related thereto and
provided hereunder. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO
DOCUSIGN.

b. Feedback. You agree to provide ongoing recommendations, suggestions, ideas,
derivations, enhancement requests or other feedback concerning the operational
and functional capabilities of the Early Access Service (“EAP Feedback”). You
hereby assign to DocuSign all right, title, and interest in and to any EAP
Feedback. You agree that DocuSign is free to make unrestricted use, copy,
modify, sell, distribute, sub-license, and create derivative works of the EAP
Feedback without any necessity of payment or attribution to you. EAP Feedback
will not be deemed your Confidential Information.

5. THIRD PARTY SERVICES. Certain features and functionalities of or within the
Early Access Services may allow you to interface or interact with, access, use,
and/or disclose Customer Data to, certain third-party services, products,
technologies, and content (including without limitation open source software)
(“Third-Party Services”). Such Third-Party Services are provided pursuant to the
terms of the applicable third-party license or separate agreement solely between
the licensor of the Third-Party Services and you, and you agree to be bound by
and adhere to such third-party license or separate agreement terms. DocuSign
does not provide any aspect of those Third-Party Services, and DocuSign assumes
no responsibility for, and specifically disclaims any liability or obligation
with respect to, any Third-Party Services, including with regard to any
compatibility issues, errors, or bugs therein. Specific license terms, notices,
attributions, and other information about any open source or third party
software included in the Early Access Service may be available in: (a) the
licensing file distributed with the Early Access Service; (b) the header files;
or (c) the release notes. Third-Party Services are provided “AS IS” for your
convenience only and DocuSign makes no representation or warranty regarding the
Third-Party Services and any modifications, improvements, enhancements,
additions, or derivations thereto made or provided by DocuSign, whatsoever. You
are solely responsible for obtaining any associated licenses and consents
necessary for you to use the Third-Party Services in connection with the Early
Access Service.

6. YOUR RESPONSIBILITIES; DISCLAIMER OF CERTAIN OBLIGATIONS

a. Your Responsibilities. You are solely responsible for: (a) your and your
users’ activities that occur in relation to the Early Access Service; (b)
ensuring that you and your users comply with these Terms; and (c) all data and
content you use within the Early Access Service. You represent and warrant to
DocuSign that all Customer Data will not infringe or misappropriate the
intellectual property right of any third or violate any applicable law. An Early
Access Service may, at any time and without prior notice, be updated, suspended,
unavailable, or negatively affected by scheduled maintenance. You acknowledge
that you may be required to update your version of the Early Access Service in
order to continue using the Early Access Service.

b. Disclaimer of Certain Obligations. DocuSign has no obligation under these
Terms or otherwise to: (a) correct any bugs, defects, or errors in the Early
Access Service or otherwise to provide any support, maintenance services,
service levels, or uptime guarantees for the Early Access Service; (b) store,
hold, export, return, or destroy any data or content after the Early Access
Period; and (c) create, distribute, or otherwise offer a generally available
version of the Early Access Service (“GA Service”). DocuSign has no obligation
to offer a GA Service to you or, unless otherwise agreed in writing, to offer
any discounted pricing schedules or special terms in relation to such GA
Service. A GA Service may perform in a manner significantly different from the
Early Access Service. Accordingly, you acknowledge that any research or
development performed, or business plans made, by you regarding or in reliance
upon the Early Access Service is done entirely at your own risk.

7. MARKETING. Throughout and upon expiration or termination of the Early Access
Service, you will provide material, statistics, quotes, or information related
to your use of the Early Access Service for DocuSign’s use in certain marketing
activities and you agree that such information will not be deemed your
Confidential Information. You will not communicate to a third party, advertise,
or publicly announce any information regarding the Early Access Service or your
use thereof without DocuSign’s prior written permission.

8. TERM AND TERMINATION

a. Term of Early Access Service. These EAP Terms commence on the EAP Effective
Date and will continue for the Early Access Period, unless earlier terminated as
provided by this Section 8 or until the initial commercial release by DocuSign
of an applicable GA Service. Your access to and use of an Early Access Service
is strictly limited to the Early Access Period.  For continued access to and use
of the GA Service, you will need to: (a) purchase a subscription plan subject to
separate terms and conditions; and (b) enter into an order form specifying the
purchase of such applicable GA Service.

b. Termination. Either party may terminate these EAP Terms with or without cause
upon ten (10) days’ prior written notice to the other party. Your license to use
the Early Access Service terminates automatically on your breach of the license
conditions or restrictions stated in these EAP Terms. Upon termination or
expiration of the Early Access Service, you shall immediately discontinue using
the Early Access Service and shall uninstall or destroy all copies of the Early
Access Service in your possession or control. Notwithstanding the foregoing
sentence, if the Early Access Service has been provided in tangible form, you
shall ship the Early Access Service for return to DocuSign within three (3)
business days of termination or expiration of these EAP Terms. Further, upon
DocuSign’s request, you will certify in writing that you are no longer in
possession of the Early Access Service or any copies of the Early Access
Service. For the avoidance of doubt, termination of these EAP Terms will not
terminate any other agreement between the parties. The rights and obligations of
the parties set forth in Sections 2, 4 and 8 through 11 of these EAP Terms shall
survive expiration or termination of these EAP Terms for any reason.

c. Effect of Termination. The termination or expiration of these EAP Terms will
not terminate the Terms.

9. THIRD PARTY CLAIMS. You will indemnify DocuSign and its Affiliates and each
of their respective employees, directors, agents, and representatives
(“Indemnified Parties”) from, and defend the Indemnified Parties against, any
actual or threatened third-party claim, or legal action or administrative agency
action or proceeding (“Claim”) to the extent arising from or related to: (a) any
alleged infringement of any third-party intellectual property rights by your
data (including Customer Data), content or Third-Party Services you obtain and
use as part of your use of the Early Access Service; or (b) any breach by you of
your obligations under Section 6(a) or this Section 9. DocuSign will give you
prompt written notice of a Claim and provide reasonable assistance with its
defense. You will have sole authority to defend or settle a Claim at your
expense, provided any such settlement does not impose ongoing obligations on the
Indemnified Parties.

10. DISCLAIMER OF WARRANTIES.  IT IS UNDERSTOOD THAT THE EARLY ACCESS SERVICE
AND ANY UPDATES MAY CONTAIN ERRORS AND ARE PROVIDED FOR LIMITED EVALUATION ONLY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, THE EARLY ACCESS
SERVICE IS STILL IN TESTING PHASE AND IS PROVIDED ON AN “AS IS,” “WITH ALL
FAULTS,” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, DOCUSIGN HEREBY
DISCLAIMS ANY AND ALL WARRANTIES FOR OR IN CONNECTION WITH THE EARLY ACCESS
SERVICE, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, WHETHER EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE. DOCUSIGN DOES NOT WARRANT THAT THE EARLY ACCESS SERVICE
WILL FUNCTION WITHOUT INTERRUPTION, IS FREE OF MALICIOUS CODE OR THAT IT IS
ERROR-FREE. YOU ARE ADVISED TO SAFEGUARD YOUR DATA, TO USE CAUTION AND NOT TO
RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE EARLY ACCESS
SERVICE AND/OR ACCOMPANYING MATERIALS. ANY DATA THAT YOU ENTER INTO THE EARLY
ACCESS SERVICE, AND ANY CONFIGURATIONS MADE BY OR FOR YOU, DURING THE EARLY
ACCESS PERIOD WILL BE PERMANENTLY LOST.

11. LIMITATION OF LIABILITY.  IT IS UNDERSTOOD THAT THE EARLY ACCESS SERVICE IS
PROVIDED WITHOUT CHARGE FOR LIMITED EVALUATION PURPOSES. ACCORDINGLY,
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, (I) THE TOTAL LIABILITY
OF DOCUSIGN ARISING OUT OF OR RELATED TO THESE EAP TERMS SHALL NOT EXCEED ONE
HUNDRED ($100) DOLLARS; (II) DOCUSIGN’S SUPPLIERS AND LICENSORS SHALL HAVE NO
LIABILITY HEREUNDER FOR DAMAGES OR OTHERWISE; AND (III) IN NO EVENT SHALL
DOCUSIGN OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR
LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA OR
INFORMATION), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF DOCUSIGN OR
ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE
FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS FORM AN
ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND DOCUSIGN WOULD NOT ENTER
INTO THIS AGREEMENT WITHOUT SUCH LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS. 
_____________________________________________________________________________

SCHEDULE 4 SERVICE TERMS FOR DOCUSIGN NOTARY

These Service Terms for DocuSign Notary (“Service Terms”) were last updated on
December 1, 2022. Unless otherwise defined herein, capitalized terms will have
the meaning given to them in the Terms. These Service Terms are limited to the
scope of the DocuSign Notary service and are not applicable to any other
DocuSign Services.

1. DOCUSIGN NOTARY. “Customer(s)” as used in these Service Terms means customers
who purchased DocuSign Notary under Corporate Terms. DocuSign Notary enables
Customers to invite Notaries who are employees or agents of such Customers to
use DocuSign Notary to conduct Remote Online Notarization of eDocuments and to
create and maintain a Journal and Recording (each as defined below) of each RON
Session conducted on DocuSign Notary.

2. DEFINITIONS

"DocuSign Digital Certificate" means a PKI based x509 v.3 digital certificate
issued by DocuSign, Inc. as a certified authority.

“DocuSign Notary” means the on-demand notary service which provides online
display, electronic signature, Remote Online Notarization and storage services
for eDocuments, DocuSign Digital Certificates, and enables the creation and
storage of electronic notarial Journal and Recordings, all via the Internet.

“Journal” means a chronological record of entries of data and information
regarding a Session conducted on DocuSign Notary, and the eDocuments and
Signer(s) participating in such Session, which record is required to be created
and maintained by the Notary under Notarial Law.

“Notarial Law” means the laws, rules, regulations and guidance of each state,
jurisdiction or territory of the United States governing the conduct of RONs by
a Notary duly commissioned in such state, jurisdiction or territory.

“Notary” means a Signer who is a natural person commissioned as a notary public
by a state, jurisdiction or territory of the United States, who has the required
certifications, approvals and training to perform RONs, and who is invited by an
Authorized User of a Customer to use DocuSign Notary.

“Participant” means a natural person who attends a Session in a capacity other
than a Signer or Notary (e.g., an observer or a non-signing witness).

“Recording” means the audio-video recording of the audio-video communication
conducted during a Session on DocuSign Notary.

“Remote Online Notarization” or “RON” means the use of audio-video communication
technology to complete a notarial act where the Signer applying an electronic
signature to eDocument(s) is not in the same physical location as the Notary at
the time the notarial act is performed.

“Service Providers” means any third-party service provider to DocuSign,
including any identity verification provider or credential analysis provider.

“Session” means a unique RON notarial act on DocuSign Notary during which an
eDocument(s) is reviewed, signed and notarized by a Notary with a minimum of one
Signer.

“Signer”, solely for purposes of these Service Terms for DocuSign Notary, means
a Signer who is not acting in the capacity of a Notary during a Session on
DocuSign Notary.

“System” refers to the software systems and programs, the communication and
network facilities, and the hardware and equipment used by DocuSign or its
agents to make available the DocuSign Notary and DocuSign eSignature services
via the Internet.

“Transaction” means any eDocument that is reviewed, executed and notarized
during a Session.

“Transaction Data” means the metadata associated with an Envelope (such as
transaction history, image hash value, method and time of Envelope deletion,
sender and recipient names, email addresses, and signature IDs) that DocuSign
may use to generate and maintain the digital audit trail required by DocuSign
Notary.

“User Data”, solely for purposes of these Service Terms for DocuSign Notary,
means any information or data that is collected or used in the performance of
RONs or otherwise to complete the Transaction subject to the RON Session, and is
not limited to data included in the eDocument(s) being notarized. User Data
includes, but is not limited to, information about or pertaining to an
individual in a record which identifies the individual or that can be used to
distinguish or trace an individual’s identity, either alone or when combined
with other information, such as an individual’s photograph, Social Security
number, driver’s license number, name, address and telephone number.

3. REGISTRATION

a. Customer Invitation. Upon receiving an invitation from Customer’s Authorized
User to use the DocuSign Notary service, the Notary must register for DocuSign
Notary and create a Notary user profile that is associated with a Customer
Account. Each Notary user profile is associated with a single email address.
Notary acknowledges that Customer is responsible for the administration of
Notary user profiles associated with such Customer’s Account.

b. Notary Certification. By creating a Notary user profile, Notary certifies
that (i) all information Notary provides is accurate, including name, email
address, and any other information that is requested from Notary; and (ii) that
the user profile was created by Notary for legitimate purposes and not to commit
fraud. Notary further agrees to update their user profile information when
necessary, including and not limited to renewals of the Notary commission.

c. DocuSign Digital Certificate. The Notary may also be able to create a
DocuSign Digital Certificate which can be used solely in conjunction with
providing notarial services via DocuSign Notary services. You may, as a Notary,
choose to provide your own third party Digital Certificate instead but in no
event shall a document be notarized with two Digital Signatures.  Docusign makes
no representations and warranties that the DocuSign Digital Certificate is
sufficient to meet any requisite or applicable legal requirements.  DocuSign may
revoke or suspend your DocuSign Digital Certificate at any time without notice.

d. Access Credentials. When creating a Notary user profile, Notary will create a
username and password. The Notary agrees to maintain their username and password
in confidence and not disclose it to unauthorized persons. Notary agrees to
notify DocuSign of any unauthorized use, including suspected unauthorized use,
of the Notary’s login credentials or user profile. Notary will use best efforts
to ensure that no unauthorized person may gain access to DocuSign Notary using
Notary’s login credentials or user profile, including, without limitation, using
commercially reasonable security measures relating to user profile access.

e. Identity Verification. As a Notary you may be asked to verify your identity
and identification credential before being able to proceed with providing
notarial services. Identity verification may include knowledge-based
authentication (“KBA”) and analysis of your identification credential. DocuSign
uses Service Providers to provide such services. DocuSign is not liable nor
responsible for the information or processes used by Service Providers to verify
your identity or identification credential. The Service Providers may use or
rely on information that is inaccurate, out-of-date, or have errors that may
lead to incorrect results. By proceeding with identity verification or
credential analysis, you acknowledge and agree that DocuSign is not accountable,
liable, or responsible in any way if the results are inaccurate, including (i)
if you are prevented from proceeding with the DocuSign Notary service because
the Service Provider could not verify your identity or identification credential
and (ii) if the Service Provider incorrectly verifies a Signer’s or
Participant’s identity or identification credential and allows them to proceed
with the Transaction.

4. NOTARY RESPONSIBILITIES

a. If you are a Notary, by using DocuSign Notary, you specifically acknowledge
and agree to the following:

i.   You are commissioned as a notary public by a state, jurisdiction or
territory of the United States, and such commission authorizes you to perform
RONs in accordance with the Notarial Laws;

ii.   As of the start of each Session, your commission to perform RONs is valid
and current in your state, jurisdiction or territory of commission, and you have
provided a copy of your certificate of commission to the Customer that owns the
Account with which your Notary user profile is associated (the “Employer”);

iii. If required by the Notarial Laws, you have notified the applicable
commissioning agency that you have selected DocuSign Notary to perform RONs;

iv. Upon becoming aware that your commission to perform RONs has been revoked,
denied, suspended or expired, you will immediately notify DocuSign and your
Employer and agree to the suspension of your ability to perform RONs on DocuSign
Notary during any period that your commission is revoked, denied, suspended or
expired, or that you are in breach of these Service Terms;

v. You have provided to the state commissioning agency, if required by Notarial
Law, a visual rendering of your configured electronic signature and
System-generated notarial seal intended for use on DocuSign Notary, and you
confirm that your electronic signature and notarial seal fully comply with the
requirements of Notarial Law;

vi. You have sufficient information and training to successfully use DocuSign
Notary to conduct RON Sessions, to verify the identities of Signers, and to
create, store and maintain the Journal and Recordings, in full compliance with
Notarial Law;

vii. Any digital certificate supplied or obtained by you and provided for use on
DocuSign Notary is current, valid and has not been revoked or suspended by the
issuing certification authority, and conforms to the X.509 certificate standard,
and you assume the full cost of obtaining and maintaining such digital
certificate;

viii. You are solely responsible to ensure that your Journal includes all
information and data required by Notarial Law for each Session conducted by you
on DocuSign Notary;

ix. You are solely responsible to ensure that the Recording of a RON Session
includes all actions, statements and declarations required to be made or taken
by you or any Signer under Notarial Law;

x. Unless otherwise required under Notarial Law, you are solely responsible to
respond to requests for access to any, and distribute copies, of the Recordings
or Journal entries as permitted or required under Notarial Law, and you will not
allow access to the Journal or any Recordings by any third party except as
permitted by Notarial Law;

xi. You are solely responsible to create and maintain a backup of the Journal
and all Recordings if such backup is required by Notarial Law;

xii. You will promptly notify DocuSign and provide to DocuSign an alternative
email address if your relationship with your Employer is terminated for any
reason;

xiii. You will promptly export the Journal and all Recordings upon any
termination, expiration or revocation of your authorization to use DocuSign
Notary as granted by your Employer;

xiv. You consent to your Employer being provided with read-only access to the
Journal, and with view-only access to the Recordings, at all times during the
Term, and you expressly consent to DocuSign providing your Employer with a
read-only copy of the Journal and Recordings upon your Employer’s request;

xv.   You are responsible for scheduling all Sessions with Signers and any
Participants and conducting such Sessions timely and in accordance with Notarial
Law;

xvi.   By participating as a Notary in a notarial Session on DocuSign Notary,
you consent to the participation in the Session by all participants shown in the
audio-video feeds displayed on DocuSign Notary, including the Signers and
Participants; and

xvii.   You are solely responsible to ensure that the notarial act you are
requested to perform on DocuSign RON is permitted to be performed as RON under
Notarial Law, and that the eDocument or Transaction you are requested to
notarize on DocuSign RON is permitted to be notarized using RON under Notarial
Law.

If, for any reason, you do not believe that you can perform a RON notarial act
for any Signer or with respect to any eDocument or Transaction in accordance
with Notarial Law, it is your obligation to terminate the Session using
functionality available in DocuSign Notary.

5. SIGNER AND PARTICIPANT RESPONSIBILITIES

a. Outside the United States. If you are a Signer and are physically located
outside the United States at the time of signing an eDocument in a Session, you
warrant that:

i. You have informed the Notary conducting your Session of your physical
location and that such location is outside the United States;

ii. It is not illegal or prohibited in the jurisdiction where you are physically
located for you and the Notary to perform the requested notarial act or sign the
eDocument; and

iii. The eDocument or Transaction is to be filed with, or pertains to a matter
before, a court, governmental entity, public official, or other entity located
in the territorial jurisdiction of the United States or involves property
located in the territorial jurisdiction of the United States or the Transaction
is substantially connected with the United States.

b. Identity Verification. If you are a Signer or Participant participating in a
Session, you may be asked to verify your identity and identification credential
before being able to proceed with the Transaction. Identity verification may
include knowledge-based authentication (“KBA”) and analysis of your
identification credential. DocuSign uses Service Providers to provide such
services. DocuSign is not liable nor responsible for the information or
processes used by Service Providers to verify your identity or identification
credential. The Service Providers may use or rely on information that is
inaccurate, out-of-date, or have errors that may lead to incorrect results. By
proceeding with identity verification or credential analysis, you acknowledge
and agree that DocuSign is not accountable, liable, or responsible in any way if
the results are inaccurate, including (i) if you are prevented from proceeding
with the Transaction because the Service Provider could not verify your identity
or identification credential and (ii) if the Service Provider incorrectly
verifies another Signer’s or Participant’s identity or identification credential
and allows them to proceed with the Transaction.

c.     Contacts. If you are a Signer or a Participant, you consent to allow
DocuSign or DocuSign’s Service Providers to contact you regarding any Session in
which you participated or any Transaction conducted in one or more Sessions, or
for reasons otherwise relating to your use of DocuSign Notary, at any email
address you provide or at any telephone number you provide (including any mobile
number, or any number that is converted into a mobile number) using an
autodialer and/or an artificial voice call. While you may revoke your consent
for us or our Service Providers to call you using an autodialer and/or an
artificial voice call, you may not revoke your consent for us or our Service
Providers to email you or to call you via any telephone that does not constitute
an “automatic telephone dialing system” under the Telephone Consumer Protection
Act.

d. Session Participation. You agree that, in addition to the Notary, other
parties, such as other Signers or other Participants, may participate in the
Session. You may cancel or close the Session if you do not want to continue or
you believe that any other person is not allowed to participate. By
participating as a Notary, Signer or Participant in a notarial Session on
DocuSign Notary, you acknowledge and agree that you consent to the participation
in the Session by all participants shown in the audio-video feeds displayed on
DocuSign Notary, including the Notary and other Signers and Participants, and
you desire the notarial act to be performed by the Notary conducting the Session
and under the Notarial Law of the Notary’s state, jurisdiction or territory of
commission.

6. CONSENT FOR RECORDING – Notaries, Signers and Participants

a. Consent to Record. You acknowledge that DocuSign Notary includes audio-video
communication and, by accepting these Service Terms, you provide your express
consent to allow the System to record every RON Session in which you participate
and to allow DocuSign, on behalf of the Notary, to store the Recording for at
least the period required by Notarial Law. Your consent extends to anyone else
who is not a Signer, Notary or Participant, but who may appear with you on your
audio-video feed during the Session. You are responsible for ensuring that no
person participates in, or can be seen in, your Session audio-video feed who you
do not authorize or for whom you cannot provide consent. We will store the
Recording in electronic format.

b. Consent to Use and Disclosure of Recording. You further consent, on your
behalf and on behalf of anyone displayed in your audio-video feed at any time
during the Session, to the use and disclosure of the Session Recording for the
following purposes: (i) to copy, reproduce, store, distribute, publish, retain,
export, adapt, edit, and translate the Recording to operate the System and
provide DocuSign Notary; (ii) to perform a notarial act for a Session or for a
Transaction; (iii) to provide access to or share the Recording with the Customer
and the Authorized User who requested the Transaction, other parties to the
Transaction, the Notary, the Notary’s Employer, other Signers to the
Transaction, or Participants to the Session; (iv) to allow the Notary or
DocuSign to meet any Journal, Session Recording or recordkeeping requirements
dictated by Notarial Law; (v) to comply with a law enforcement or a regulatory
agency request, provided such request is lawful and authorized pursuant to a
judicial or administrative order or subpoena, or otherwise permitted by law;
(vi) to the extent reasonably required for the performance of DocuSign’s
obligations and the exercise of DocuSign’s rights under these Service Terms or
Notarial Law; (vii) to the Secretary of State, Department of State, or other
state agency that regulates Notaries as requested by such agency; and (viii) to
third parties solely for purposes of performing, effectuating, servicing,
administering, processing, enforcing or otherwise managing the Transaction; as
well as use and disclosure of the Recording by or to (ix) the “qualified
custodian” of any eDocument consisting of an electronic will notarized on
DocuSign Notary; (x) any person accepting a power of attorney notarized as an
eDocument on DocuSign Notary; and (xi) the title agent, settlement agent, and
title insurer related to any real estate Transaction notarized on DocuSign RON.
The Recording may be viewed by other authorized parties, including any state
regulator of Notaries.

c. To the extent that any information recorded is considered personal data,
DocuSign will process such data in accordance with the DocuSign Privacy Notice
(https://www.docusign.com/company/privacy-policy).

7. JOURNAL AND RECORDING ACCESS AND STORAGE 

a. Designation of DocuSign for Storage. As Notary, you hereby designate DocuSign
to store on DocuSign Notary the Journal and all Recordings for Sessions
conducted by you during the Term. You further consent to your Employer, after
any termination of your employment or engagement, being provided with a copy of
such Journal and Recordings. DocuSign does not serve as legal custodian for the
Journal or the Recordings in providing storage services and assumes no fiduciary
duties to you or to your Employer under these Service Terms.

b. Designation of Custodian. As Notary, you will promptly notify DocuSign if you
designate a custodian for the Journal or the Recordings and provide a copy of
such designation in writing. If required by Notarial Law, you agree that you
have informed the state commissioning agency of your appointment of a custodian.
If you designate your Employer as custodian, your Employer will have read-only
access to the Journal and Recordings from receipt by DocuSign of the designation
notice, and you agree that your Employer, if permitted to release copies of any
Journal entry or Recording in your written designation, will be authorized to do
so on DocuSign Notary. Additionally, upon any termination of your employment or
revocation of your access to DocuSign Notary, you agree that your Employer, as
custodian, may maintain the Journal and Recordings on DocuSign Notary to the
extent permitted by Notarial Law. If DocuSign is required by Notarial Law to
store the Journal or the Recordings and DocuSign designates a custodian to
provide such storage on its behalf, DocuSign will notify the Notary of such
designation.

c. Consent to Storage. As Signer or Participant, you acknowledge that the
Recordings are being stored by DocuSign on behalf of Notary (or a designated
custodian of Notary) on DocuSign Notary for the Term. You expressly consent to
such storage.

d. Access and Effect of Termination. Upon the first to occur of: (i) any
termination of these Service Terms, (ii) any termination of Notary’s employment
or engagement with your Employer; or (iii) any revocation, expiration, denial or
suspension of Notary’s notarial commission to perform RONs, your access to the
Journal and Recordings on DocuSign Notary will be suspended and DocuSign shall
make available to Notary a link to download their Journal and Recordings, each
in a commercially reasonable industry standard format. The link shall be
available for thirty (30) days following termination of these Service Terms.
DocuSign will use commercially reasonable efforts to provide Notary with access
during the Term to the Journal and Recordings through Notary’s user profile, and
shall not suspend such access unless DocuSign provides to Notary the link to
download the Journal and Recordings as described in this section.
Notwithstanding the above, to the extent DocuSign is required by Notarial Law or
other applicable law to maintain the Journal or the Recordings after any such
expiration or termination of the Term, DocuSign shall maintain the Journal or
the Recordings for the period required by Notarial Law or other applicable law
and shall provide copies of or access to such Journal or Recordings by request
to the extent required by Notarial Law or other applicable law. Except as
expressly provided in these Service Terms, DocuSign shall not be required to
maintain any Journal entries or Recordings of a Notary beyond termination of
these Service Terms.

8.     DATA AND PERSONAL INFORMATION

a. Scope of User Data. User Data includes the results of credential analysis and
any other processes authorized by Notarial Law to validate your identity, and
all information required for the Journal, as well as any other information that
may be required to be included on the Recording by Notarial Law.

b. Authorization Governing User Data. Notary, Participants and Signers each
authorize DocuSign to use and disclose User Data of such Notary or Signer, as
applicable, and such authorization includes a nonexclusive license for DocuSign
to use and disclose User Data for the purposes of providing DocuSign Notary,
such as (i) to copy, reproduce, store, distribute, publish, retain, export,
adapt, edit, and translate User Data to operate the System and provide DocuSign
Notary; (ii) to provide User Data to Service Providers as part of DocuSign
Notary generally, to perform a Session or for a Transaction, including to verify
your identity using Service Provider and/or your credential (e.g., driver’s
license) using a Service Provider; (iii) to provide access to or share such
information with other parties to the Transaction or participants to the
Session; (iv) to allow the Notary and/or DocuSign, as applicable, to meet any
Journal, Session Recording or recordkeeping requirements dictated by Notarial
Law, including to create and maintain the Journal and Recordings, and to use and
disclose the Journal and Recordings as permitted by Notarial Law; (v) to comply
with a law enforcement or a regulatory agency request, provided such request is
lawful and authorized pursuant to a judicial or administrative order, subpoena,
or otherwise permitted by law; (vi) to the extent reasonably required for the
performance of DocuSign’s obligations and the exercise of DocuSign’s rights
under these Service Terms; (vii) to comply with requests from the Secretary of
State, Department of State, or other state agency that regulates Notaries; and
(viii) to disclose such information to the Customer having invited you to join
the Session and other third parties solely for purposes of performing,
effectuating, servicing or otherwise managing the Transaction.

c. Limitations on User Data.

i. Notary. As Notary, you agree that, except upon the written consent of the
Signer or Participant to which the User Data relates, you shall not sell, offer
for sale, use, or transfer to another person User Data for any purpose other
than: (a) as required to perform the notarial act and to meet the requirements
of Notarial Law; (b) as necessary to effect, administer, enforce, service, or
process the transaction for which the personally identifiable information was
provided; or (c) in response to a court order, subpoena, or other legal process
compelling disclosure.

ii. DocuSign. With respect to RON notarial acts performed under Notarial Law of
Colorado, DocuSign shall not use, sell, or offer to sell to another person or
transfer to another person for use or sale any User Data that identifies a
Signer, a Participant, a Notary or a person named in an eDocument presented for
RON, except:

1.     as necessary to facilitate performance of a RON notarial act;

2.     to effect, administer, enforce, service, or process an eDocument provided
by or on behalf of the individual or the Transaction of which the eDocument is a
part;

3.     in accordance with other applicable federal, state, or local law, or to
comply with a lawful subpoena or court order; or

4.     in connection with a proposed or actual sale, merger, transfer, or
exchange of all or a portion of a business or operating unit of DocuSign, if the
User Data concerns only Signers, Participants, Notaries or other individuals
involved in RON Transactions of Customers of the business or unit and the
transferee agrees to comply with the restrictions set forth in this Section. 

Further information on how DocuSign processes personal data may be found in the
DocuSign Privacy Notice(https://www.docusign.com/company/privacy-policy).

iii. Scope. The limited exceptions in Sections 8(c)(i) and (ii) above do not
include or authorize the use of User Data for the purpose of generating
additional business or marketing opportunities by or for the Notary, the
Notary’s Employer or any business for whom the Notary may be providing
contracted services, or DocuSign or any of its Affiliates. Such use of User Data
is prohibited and cannot be waived by consent.

9.     DISCLAIMER. In addition to and without limiting the disclaimers in the
Terms, DocuSign does not represent or warrant, and expressly disclaims, that (i)
any Notary will agree to perform RON for any specific Transaction or, if agreed,
will successfully complete a RON Session; (ii) any Signer will proceed with the
Transaction electronically; (iii) any third party will accept eDocuments
notarized or electronically signed through DocuSign Notary; and (iv) any court,
regulator, or other competent authority will recognize eDocuments notarized or
electronically signed through DocuSign Notary as valid or enforceable. DocuSign
does not represent or warrant that DocuSign Notary meets the requirements of
Notarial Law with respect to any particular state, jurisdiction or territory.
Except as otherwise provided in these Service Terms, Notary agrees to hold
DocuSign harmless from any claims asserted against or liabilities imposed upon
it because of its failure to comply with the Notarial Law.

10. SPECIFIC CAP ON DAMAGES. NOTWITHSTANDING SECTION 9.2 OF THE TERMS, OUR TOTAL
LIABILITY TO YOU FOR ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO DOCUSIGN
SERVICES PROVIDED UNDER THIS SCHEDULE 4 (INCLUDING WITHOUT LIMITATION WARRANTY
CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM
IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR
EQUITABLE THEORY, WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO DOCUSIGN FOR
THE DOCUSIGN SERVICE(S) GIVING RISE TO THE CLAIM UNDER THIS SCHEDULE 4 DURING
THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE
TO LIABILITY, OR $100, WHICHEVER IS GREATER.

11. APPLICABLE LAW

 You expressly acknowledge and agree that Notaries perform RONs using DocuSign
Notary pursuant to the applicable Notarial Law of their jurisdiction of
commission, and solely under the authority of such Notarial Laws, regardless of
the geographical location of the Customer or any Signer or Participant.

 Each Notary, Signer and Participant agrees that any question, conflict,
requirement, or interpretation related to RON will be governed by and subject to
the Notarial Law of the jurisdiction in which the Notary is commissioned,
without giving effect to any choice or conflict of law provision or rule.

 While accessing or using DocuSign Notary, you may receive information from us
concerning the DocuSign Services, such as information on electronic signatures,
RONs, and other subject matter areas. DocuSign provides you this information for
general informational purposes only. This information does not constitute legal
advice. If you believe that you need legal advice before using DocuSign Notary,
or before executing a Transaction on DocuSign Notary, you are solely responsible
for obtaining such advice from an attorney licensed to practice law in your
jurisdiction.

12. EFFECT OF TERMINATION. All representations and warranties made by you
herein, and the rights and obligations of the parties set forth in Sections
4(a)(x), 4(a)(xii), 5(c), 5(d) and 6 through 10 of these Service Terms, shall
survive expiration or termination of these Service Terms.

_____________________________________________________________________________

SCHEDULE 5

SERVICE TERMS FOR DOCUSIGN NOTARY NETWORK

 The DocuSign Notary Network terms (“NN Service Terms”) were last updated on
August 18, 2022. Unless otherwise defined herein, capitalized terms will have
the meaning given to them in the Terms and preceding Schedules’ Service Terms.
These NN Service Terms are limited to the scope of the DocuSign Notary Network
and are not applicable to any other DocuSign Services.    

1. GENERAL

 1. Beta Offering. DocuSign Notary Network is a beta Service provided under the
    DocuSign Early Access Programs for the Early Access Period

 2. Additional Terms. Your use of DocuSign Notary Network is subject to: 

(1) Docusign’s Early Access Programs, Schedule 3, herein; and 

(2) DocuSign Notary, Schedule 4 Service Terms, with the exception that any
differences for DocuSign NN Service Terms are shown below.

 1. Term Conflict. This DocuSign Notary Network, Schedule 5 Service Terms shall
    prevail should any conflict arise with Schedules 3 and 4 herein.

2.  DEFINITIONS

“DocuSign Notary Network” means a service that enables Customers to invite third
party Notaries who are employees or agents of a Service Provider to use DocuSign
Notary to conduct Remote Online Notarization of eDocuments and to create and
maintain a Journal and Recording of each RON Session conducted on DocuSign
Notary.

“Service Provider(s)” means any third-party service provider to DocuSign,
including but not limited to, any identity verification, credential analysis, or
notary provider.

3.  NOTARY RESPONSIBILITIES

If you are a Notary, you specifically acknowledge and agree to the following: 

 1. You will comply with RON Notaries Responsibilities (Section 4) of Schedule 4
    except as modified below:

i.  As of the start of each Session, your commission to perform RONs is valid
and current in your state, jurisdiction or territory of commission, and you have
provided a copy of your certificate of commission to the Customer that owns the
Account with which your Notary user profile is associated;

ii. Upon becoming aware that your commission to perform RONs has been revoked,
denied, suspended or expired, you will immediately notify DocuSign, the
Customer,  and your Service Provider and agree to the suspension of your ability
to perform RONs on DocuSign Notary during any period that your commission is
revoked, denied, suspended or expired, or that you are in breach of these
Service Terms;

iii. You will promptly notify DocuSign and provide to DocuSign an alternative
email address if your relationship with your Customer and/or Service Provider is
terminated for any reason;

iv. You will promptly export the Journal and all Recordings upon any
termination, expiration or revocation of your authorization to use DocuSign
Notary as granted by your Service Provider and/or the Customer; 

v. You consent to your Customer being provided with read-only access to the
Journal, and with view-only access to the Recordings, at all times during the
Early Access Period, and you expressly consent to DocuSign providing your
Customer and/or Service Provider with a read-only copy of the Journal and
Recordings upon your Customer’s request;

vi. You will comply with all terms and conditions of your Service Provider; and 

vii. DocuSign is neither involved nor legally responsible for the private terms
and conditions between you, the Notary, and the Service Provider.

viii. If, for any reason, you do not believe that you can perform a RON notarial
act for any Signer or with respect to any eDocument or Transaction in accordance
with Notarial Law, it is your obligation to terminate the Session using
functionality available in DocuSign Notary.

4.  CONSENT FOR RECORDING

 1. Consent to Use and Disclosure of Recording. You further consent, on your
    behalf and on behalf of anyone displayed in your audio-video feed at any
    time during the Session, to the use and disclosure of the Session Recording
    for the following purposes: (i) to copy, reproduce, store, distribute,
    publish, retain, export, adapt, edit, and translate the Recording to operate
    the System and provide DocuSign Notary; (ii) to perform a notarial act for a
    Session or for a Transaction; (iii) to provide access to or share the
    Recording with the Customer and their Authorized User who requested the
    Transaction, other parties to the Transaction, the Notary, other Signers to
    the Transaction, or Participants to the Session; (iv) to allow the Notary or
    DocuSign to meet any Journal, Session Recording or recordkeeping
    requirements dictated by Notarial Law; (v) to comply with a law enforcement
    or a regulatory agency request, provided such request is lawful and
    authorized pursuant to a judicial or administrative order or subpoena, or
    otherwise permitted by law; (vi) to the extent reasonably required for the
    performance of DocuSign’s obligations and the exercise of DocuSign’s rights
    under these NN Service Terms or Notarial Law; (vii) to the Secretary of
    State, Department of State, or other state agency that regulates Notaries as
    requested by such agency; and (viii) to third parties solely for purposes of
    performing, effectuating, servicing, administering, processing, enforcing or
    otherwise managing the Transaction; as well as use and disclosure of the
    Recording by or to (ix) the “qualified custodian” of any eDocument
    consisting of an electronic will notarized on DocuSign Notary; (x) any
    person accepting a power of attorney notarized as an eDocument on DocuSign
    Notary; and (xi) the title agent, settlement agent, and title insurer
    related to any real estate Transaction notarized on DocuSign RON. The
    Recording may be viewed by other authorized parties, including any state
    regulator of Notaries. 

5.  JOURNAL AND RECORDING ACCESS AND STORAGE

 1. Designation of DocuSign for Storage. As Notary, you hereby designate
    DocuSign to store on DocuSign Notary the Journal and all Recordings for
    Sessions conducted by you during the Early Access Period. You further
    consent to your Customer, after any termination of your employment or
    engagement, being provided with a copy of such Journal and Recordings.
    DocuSign does not serve as legal custodian for the Journal or the Recordings
    in providing storage services and assumes no fiduciary duties to you or to
    your Customer under these NN Service Terms.

 2. Designation of Custodian. As Notary, you will promptly notify DocuSign if
    you designate a custodian for the Journal or the Recordings and provide a
    copy of such designation in writing. If required by Notarial Law, you agree
    that you have informed the state commissioning agency of your appointment of
    a custodian. If you designate your Customer as custodian, your Customer will
    have read-only access to the Journal and Recordings from receipt by DocuSign
    of the designation notice, and you agree that your Customer, if permitted to
    release copies of any Journal entry or Recording in your written
    designation, will be authorized to do so on DocuSign Notary. Additionally,
    upon any termination of your employment or engagement or revocation of your
    access to DocuSign Notary, you agree that your Customer, as custodian, may
    maintain the Journal and Recordings on DocuSign Notary to the extent
    permitted by Notarial Law. If DocuSign is required by Notarial Law to store
    the Journal or the Recordings and DocuSign designates a custodian to provide
    such storage on its behalf, DocuSign will notify the Notary of such
    designation.

 3. Access and Effect of Termination. Upon the first to occur of: (i) any
    termination of these NN Service Terms, (ii) any termination of Notary’s
    employment or engagement with your Service Provider; or (iii) any
    revocation, expiration, denial or suspension of Notary’s notarial commission
    to perform RONs, your access to the Journal and Recordings on DocuSign
    Notary will be suspended and DocuSign shall make available to Notary a link
    to download their Journal and Recordings, each in a commercially reasonable
    industry standard format. The link shall be available for thirty (30) days
    following termination of these NN Service Terms. DocuSign will use
    commercially reasonable efforts to provide Notary with access during the
    Early Access Period to the Journal and Recordings through Notary’s user
    profile, and shall not suspend such access unless DocuSign provides to
    Notary the link to download the Journal and Recordings as described in this
    section. Notwithstanding the above, to the extent DocuSign is required by
    Notarial Law or other applicable law to maintain the Journal or the
    Recordings after any such expiration or termination of the Early Access
    Period, DocuSign shall maintain the Journal or the Recordings for the period
    required by Notarial Law or other applicable law and shall provide copies of
    or access to such Journal or Recordings by request to the extent required by
    Notarial Law or other applicable law. Except as expressly provided in these
    NN Service Terms, DocuSign shall not be required to maintain any Journal
    entries or Recordings of a Notary beyond termination of these NN Service
    Terms.

6.  SPECIFIC CAP ON DAMAGES 

NOTWITHSTANDING SECTION 9.2 OF THE TERMS, OUR TOTAL LIABILITY TO YOU FOR ANY
CAUSE OF ACTION ARISING OUT OF OR RELATED TO DOCUSIGN SERVICES PROVIDED UNDER
THIS SCHEDULE 5 (INCLUDING WITHOUT LIMITATION WARRANTY CLAIMS), REGARDLESS OF
THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT,
TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL NOT
EXCEED THE TOTAL AMOUNT PAID BY YOU TO DOCUSIGN FOR THE DOCUSIGN SERVICE(S)
GIVING RISE TO THE CLAIM UNDER THIS SCHEDULE 5 DURING THE TWELVE (12) MONTH
PERIOD PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY, OR $100,
WHICHEVER IS GREATER. 

7.  EFFECT OF TERMINATION

All representations and warranties made by you herein, and the rights and
obligations of the parties set forth in Sections 3(c), and 4 through 6 of these
NN Service Terms, shall survive expiration or termination of these NN Service
Terms.

_____________________________________________________________________________

SCHEDULE 6

DATA PROTECTION ATTACHMENT FOR DOCUSIGN SERVICES

This Data Protection Attachment for DocuSign Services (“DPA”) is incorporated
into and made part of the Agreement. Unless otherwise defined in this DPA,
capitalized terms will have the meaning given to them in the Agreement. In the
event of any conflict between these documents, the following order of precedence
applies (in descending order): (a) Binding Corporate Rules; (b) the alternative
data transfer mechanism provided for under Section 9(b); (c) the body of the
DPA; (d) any documents attached to the DPA; and (e) the Agreement.

1. DEFINITIONS. For purposes of this DPA:

a. “Binding Corporate Rules” means DocuSign’s Binding Corporate Rules for
Processors, the most current version of which is available on DocuSign’s website
at
https://trust.docusign.com/en-us/trust-certifications/gdpr/bcr-p-processor-privacy-code/.

b. “Controller,” “Business,” “Processor,” and “Service Provider” (or equivalent
terms) have the meanings set forth under Data Protection Laws.

c. “Data Protection Laws” means all applicable laws, regulations, and other
legally binding requirements in any jurisdiction relating to privacy, data
protection, data security, breach notification, that apply to DocuSign’s
Processing of Personal Data, including, without limitation, to the extent
applicable, the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et
seq. and any associated regulations and amendments, including, when effective,
the California Privacy Rights Act amendments (“CCPA”); the General Data
Protection Regulation, Regulation (EU) 2016/679 (“GDPR”); the Swiss Federal Act
on Data Protection (“FADP”); the United Kingdom Data Protection Act of 2018 (“UK
GDPR”); the Australian Privacy Act (No. 119, 1988) (as amended) (“the Privacy
Act”); the Canadian Personal Information Protection and Electronic Documents Act
(“PIPEDA"); Law No. 13.709 of 14 August 2018, General Personal Data Protection
Law (as amended by Law No. 13.853 of 8 July 2019) (”LGPD”); and the Singapore
Personal Data Protection Act 2012 (No. 26 of 2012) (“PDPA”). 

d. “Data Breach” means any accidental or unlawful acquisition, destruction,
loss, alteration, unauthorized disclosure of, or access to, Personal Data
managed by DocuSign.

e. “Data Subject” means an identified or identifiable natural person about whom
Personal Data relates (or equivalent term under Data Protection Laws).

f. “Personal Data” includes “personal data,” “personal information,” “personally
identifiable information,” or equivalent terms that is Processed by DocuSign in
connection with providing DocuSign Services under the Agreement, and such terms
shall have the same meaning as defined by Data Protection Laws. 

g. “Process” and “Processing” has the meaning set forth under Data Protection
Laws and the Security Attachment for DocuSign Services, and includes  any
operation or set of operations performed on Personal Data or on sets of Personal
Data, whether or not by automated means, such as collection, recording,
organization, creating, structuring, storage, adaptation or alteration,
retrieval, consultation, use, disclosure by transmission, dissemination or
otherwise making available, alignment or combination, restriction, erasure, or
destruction.

2. SCOPE AND PURPOSES OF PROCESSING.

a. Depending on Data Protection Laws, Customer is a Controller or Business and
DocuSign is a Processor or Service Provider with respect to DocuSign’s
Processing of Personal Data to provide the DocuSign Services under the
Agreement. This DPA applies to DocuSign’s Processing of Personal Data on
Customer’s or Customer Affiliate’s behalf (as applicable) for the provision of
the DocuSign Services as specified in the Agreement. Each Party is responsible
for compliance with its own respective obligations under Data Protection Laws.
For the avoidance of doubt, DocuSign is not responsible for complying with Data
Protection Laws applicable to Customer or Customer’s industry such as those not
generally applicable to online service providers.

b. DocuSign will Process Personal Data solely: (i) to fulfill its obligations to
Customer under the Agreement, including this DPA; (ii) on Customer’s behalf
pursuant to Customer’s instructions; and (iii) in compliance with Data
Protection Laws. DocuSign will follow such Customer’s instructions at no
additional cost to Customer if DocuSign does not expect to incur additional
charges or fees not reasonably covered by the fees for the DocuSign Services
payable under the Agreement, including, without limitation, additional license
or third-party contractor fees. If additional charges or fees are expected,
DocuSign will promptly inform Customer upon receiving Customer’s instructions
and the Parties will negotiate in good faith with respect to any such charges or
fees. Customer acknowledges and agrees that DocuSign is not responsible for
performing legal research and/or for providing legal advice to Customer.

c. DocuSign will not “sell” Personal Data (as such term in quotation marks is
defined in Data Protection Laws), “share” or Process Personal Data for purposes
of “cross-context behavioral advertising” or “targeted advertising” (as such
terms are defined in Data Protection Laws), or otherwise Process Personal Data
for any purpose other than for the specific purposes set forth herein, unless
obligated or permitted to do otherwise under applicable law.

d. Customer will ensure that: (i) all such notices have been given, and all such
authorizations have been obtained, as required under applicable laws, for
DocuSign (and its Affiliates and Subprocessors) to process Personal Data as
contemplated by the Agreement and this DPA; (ii) it has complied, and will
continue to comply, with all applicable laws; and (iii) it has, and will
continue to have, the right to transfer, or provide access to, Personal Data to
DocuSign for Processing in accordance with the terms of the Agreement and this
DPA. 

e. Unless otherwise specified in the Agreement, Customer agrees it will not
provide DocuSign with any sensitive or special categories of Personal Data that
impose specific data security or data protection obligations on DocuSign in
addition to or different from those specified in this DPA (including any
appendix to the DPA) or Agreement.

3. PERSONAL DATA PROCESSING REQUIREMENTS.

DocuSign will:

a. Ensure that the persons it authorizes to Process the Personal Data are
subject to confidentiality obligations regarding such activity or are under an
appropriate statutory obligation of confidentiality.

b. Promptly notify Customer of: (i) any third-party or Data Subject complaints
regarding the Processing of Personal Data; or (ii) any government request for
access to or information about DocuSign’s Processing of Personal Data on
Customer’s behalf, unless prohibited by applicable laws.

c. Upon prior written request, provide to Customer reasonable assistance and
information regarding the DocuSign Services provided under the Agreement to
assist Customer in (a) Customer’s performance of a data protection impact
assessment of the DocuSign Services, and (b) an investigation by any regulatory
authority to the extent that such investigation relates to Customer’s use of the
DocuSign Services and the Processing or proposed Processing of Personal Data by
DocuSign in accordance with the Agreement, when required by Data Protection
Laws. Such assistance will be at Customer’s sole expense, except where such
assistance is required due to DocuSign’s failure to act in accordance with the
Agreement.

d. Promptly notify Customer if it determines that: (i) it can no longer meet its
obligations under this DPA or Data Protection Laws; or (ii) in its opinion, an
instruction from Customer infringes Data Protection Laws.

4. DATA SUBJECT REQUESTS.

a. If DocuSign receives a direct request from a Data Subject regarding rights
under Data Protection Laws, DocuSign will promptly notify the request to
Customer if the Data Subject has identified Customer as Controller of the
Personal Data subject to the request and may inform the Data Subject that it has
done so. DocuSign will provide reasonable assistance to Customer in fulfilling
its obligations under Data Protection Laws to respond to Data Subject requests,
but Customer understands and agrees that, as a Controller, Customer is solely
responsible for responding to such Data Subject’s requests or inquiries and that
DocuSign has no responsibility to respond to a Data Subject for or on behalf of
Customer. 

b. If Customer receives a request or inquiry from a Data Subject related to
Personal Data Processed by DocuSign, Customer can either: (i) access its
DocuSign Services containing Personal Data to address the request or inquiry; or
(ii) to the extent such access is not available to Customer, contact DocuSign
customer support for additional assistance to enable Customer to address the
request or inquiry.

5. DATA SECURITY.

a. DocuSign will implement appropriate administrative, technical, physical, and
organizational measures to protect Personal Data.  Details regarding the
specific security measures that apply to the DocuSign Services are as described
in the Binding Corporate Rules, the Agreement and in the Security Attachment for
DocuSign Services, which is available on DocuSign’s website at:
https://www.docusign.com/legal/terms-and-conditions/security-attachment-docusign-services/.
Customer acknowledges that DocuSign’s security measures are subject to technical
progress and development and that DocuSign may update or modify the Security
Measures from time to time, provided that such updates and modifications do not
result in the degradation of the overall security of the DocuSign Services
purchased by Customer.

b. Customer shall be responsible for properly implementing access and use
controls and configuring certain features and functionalities of the DocuSign
Services that Customer may elect to use and agrees that it will do so in
accordance with this DPA and the Agreement in such manner that Customer deems
adequate, including, without limitation, maintaining appropriate security,
protection, deletion, and backup of its own Personal Data.

6. DATA BREACH. DocuSign will notify Customer without undue delay upon becoming
aware of any Data Breach and resulting from DocuSign’s Processing of Personal
Data on behalf of Customer.

7. SUBPROCESSORS.

a. Customer acknowledges and agrees that DocuSign may use DocuSign Affiliates
and other Subprocessors (as defined in Data Protection Law) to Process Personal
Data in accordance with the provisions within this DPA and Data Protection Laws.
Where DocuSign subcontracts any of its rights or obligations concerning Personal
Data, including to any Affiliate, DocuSign will take steps to select and retain
Subprocessors that are capable of maintaining appropriate privacy and security
measures to protect Personal Data consistent with Data Protection Laws and this
DPA and require that each Subprocessor complies with obligations that are no
less restrictive than those imposed on DocuSign under this DPA.

b. DocuSign will maintain an up-to-date list of Services Subprocessor, which is
available on DocuSign’s website at
https://www.docusign.com/trust/privacy/subprocessors-list (the “Subprocessor
List”), and notice regarding new DocuSign Service Subprocessors is made
available through a subscription mechanism as described on the DocuSign website.

8. INTERNATIONAL DATA TRANSFERS.

a. To the extent DocuSign’s cross-border Processing of Personal Data involves a
transfer of Personal Data subject to cross-border transfer obligations under
Data Protection Laws, the Binding Corporate Rules apply to the Processing of
Personal Data by DocuSign and/or its Affiliates as part of the provision of
DocuSign Services under the Agreement. The Binding Corporate Rules are
incorporated by reference into this DPA, and DocuSign agrees to use commercially
reasonable efforts to maintain the regulatory authorization of the Binding
Corporate Rules or other appropriate cross-border transfer safeguards for the
duration of the Agreement.

b. DocuSign will not engage in any cross-border Processing of Personal Data, or
transmit, directly or indirectly, any Personal Data to any country outside of
the country from which such Personal Data was collected, without complying with
Data Protection Laws. Where DocuSign engages in an onward transfer of Personal
Data, DocuSign shall ensure that a lawful data transfer mechanism is in place
prior to transferring Personal Data from one country to another.

9. RETURN OR DESTRUCTION OF PERSONAL DATA. Prior to termination or expiration of
the Agreement, Customer may retrieve Personal Data processed by DocuSign in
accordance with the terms of the Agreement and at Customer’s request, DocuSign
will promptly delete all Personal Data in its possession or control as soon as
reasonably practicable, save that this requirement will not apply to the extent
that DocuSign is required by applicable law to retain some or all of the
Personal Data, or to Personal Data it has archived on back-up systems, which
Personal Data DocuSign will securely isolate and protect from any further
processing, except to the extent required by applicable law. For Personal Data
stored in Customer’s service environment, or for the DocuSign Services for which
no bulk data retrieval functionality is provided by DocuSign as part of the
DocuSign Services, Customer acknowledges that it is required to take appropriate
action to back up or otherwise store separately any Personal Data while the
DocuSign Services environment is still active prior to termination and
acknowledges that if Customer elects to have Personal Data returned, Customer
acknowledges that DocuSign does not offer bulk data retrieval as part of the
DocuSign Services and Customer will be required to engage DocuSign Professional
Services or customer support at a reasonable fee payable by Customer to
DocuSign.

10. MISCELLANEOUS PROVISIONS. 

a. Notwithstanding anything else to the contrary in the Agreement, DocuSign
reserves the right to make any modification to this DPA as may be required to
comply with Data Protection Laws so long as any such modification shall not
degrade any service functionalities or safeguards associated with providing the
DocuSign Services.

b. Any claims brought under this DPA shall be subject to the terms and
conditions, including, but not limited to, the exclusions and limitations set
forth in the Agreement.

This DPA will remain in force and effect through the term of the Agreement, or
for as long as DocuSign is Processing Personal Data subject to this DPA,
whichever is longer.




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