Services Agreement for DocuSign Transaction Rooms
Services Agreement for DocuSign Transaction Rooms
1. Services . After you have accepted this Agreement, you may use the Services consistent with this Agreement, subject to payment of the applicable fees identified at the time of registration, which may be adjusted from time to time upon notice to you. Any terms on the Website are subject to this Agreement.
2. Registration and Access .
2.1 When you register for the Services you will obtain a personal login (“ Username ”) and private encrypted password (“ Password ”). Your Username and Password are required to access the Services. In connection with your registration, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form; and (b) maintain and promptly update such information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate or not current or incomplete, DocuSign has the right to suspend or terminate your account and refuse any and all current and future use of the Services. In addition, DocuSign reserves the right to deny registration to any customer it deems inappropriate to use the Services. You may not register for the Service if you are under 18 years of age. By registering for the Services, you represent to DocuSign that you are 18 years of age or older, and hereby agree to be legally bound by this Agreement.
2.2 You are solely responsible for maintaining the strict confidentiality of your Username and Password and for any charges, costs, expenses, damages, liabilities and losses, you or DocuSign may suffer as a result of your failure to do so. Furthermore, you are entirely responsible for any and all activities that occur under your Username and Password and for ensuring that use of your account complies fully with this Agreement. You will indemnify DocuSign for any losses or claims arising from use of your Username and Password. You agree to immediately notify DocuSign of any unauthorized use of your account or any other breach of security. You may not use anyone else's account, at any time, without the permission of the account holder.
3. Payment; Renewal Notices . Use of the Services is subject to payment of fees consistent with the pricing presented to you upon purchase of the Services, which is incorporated herein by this reference. To the extent applicable, all payments shall be made in US dollars by credit card and are non-refundable. All sales are complete and final upon payment, and there shall be no refunds of payments made by you. Payments are due in full upon account activation, future renewal dates and use of portions of the Services subject to additional charges. Services will not be activated until payment is received. Service for any renewal period will not be provided unless and until DocuSign has received payment for such renewal period. Renewal payments shall be automatically charged to your credit card and your account shall automatically renew unless you provide DocuSign with notice of termination pursuant to the terms set forth below.
4. Non-Transferable Membership . DocuSign grants you a personal, non-exclusive, non-transferable license to use the Services solely for your own internal purposes. All rights not expressly granted by DocuSign to you are hereby retained by DocuSign. You may not use the Services for the benefit of another party or as a part of a service you offer to third parties or as a sublicensed arrangement.
5. Your Responsibilities .
- violates or infringes the rights of others, including, without limitation, patent, trademark, trade secret, copyright, publicity or other proprietary rights;
- involves uploading, posting, emailing, transmitting or otherwise making available data that you do not have the right to make available under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements, etc.);
- is unlawful, threatening, abusive, hateful, defamatory, slanderous, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, indecent or obscene;
- victimizes, harasses, “stalks,” degrades, attacks or intimidates an individual or group of individuals on any basis, including but not limited to religion, gender, sexual orientation, race, ethnicity, age or disability;
- harms minors in any way;
- impersonates any person, business or entity (including but not limited to a DocuSign employee), or in any way falsely states or misrepresents your affiliation with a person or entity;
- involves forging headers or otherwise manipulating identifiers in order to disguise the origin of any data transmitted or shared through the Services;
- contains viruses or any other computer code, files or programs that interrupt, impair, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of a computer or computer network;
- disrupts other customers' use of the Services;
- instigates or encourages others to commit illegal activities or cause injury to any person or property damage;
- encourages conduct that would constitute a criminal offense or that gives rise to civil liability;
5.2 In addition, you may not: (a) use the Services in any manner that could damage, disable, disrupt, overburden, impair or otherwise interfere with the Services or any servers or networks that you may interact with through your use of the Services, or otherwise interferes with the use or enjoyment of the Services by others; (b) attempt to gain unauthorized access to the Services, other user accounts or any computer systems or networks that are connected to the Services through hacking, password mining or any other means; (c) compromise the security of your account by publicly disclosing your Username and/or Password; (d) use the Services for junk mail, spamming, or unauthorized commercial activities of any kind; or (e) harvest information about other customers for the purpose of sending, or to facilitate the sending, of unsolicited bulk communications. DocuSign may pursue any legal and/or technical remedies to prevent the violation of these provisions and to enforce this Agreement. DocuSign reserves the right to terminate your access to or use of the Services immediately and take any other legal action if you, or anyone using your account, violates these provisions. In the event DocuSign terminates your access to or use of the Services, DocuSign shall follow the procedures set forth in this Agreement with regard to purging any of your data being stored by DocuSign. DocuSign may pursue any technical and legal remedies to prevent unsolicited bulk communications from entering, utilizing, or remaining within its systems or communications networks.
6. DocuSign Intellectual Property .
6.1 Subject to your compliance with this Agreement, DocuSign grants you a non-exclusive, non-transferable license, exercisable solely during the term of this Agreement, to use the Services in the United States. You shall have no right to use the DocuSign technology for any purpose other than accessing and using the Services. Except for the rights expressly granted above, this Agreement does not transfer from DocuSign to you any DocuSign technology, and all rights, titles and interests in and to any DocuSign technology and the Services shall remain solely with DocuSign. You shall not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any of the DocuSign technology. All rights in the Services not expressly granted to you in this Agreement are reserved to DocuSign or its licensors.
6.2 You acknowledge and agree that DocuSign's trademarks, tradenames, service marks, logos, other names and marks, and related product and service names, design marks and slogans are the sole and exclusive property of DocuSign. You are not authorized to and shall not use any of the foregoing in any advertising, publicity or in any other commercial manner without the prior written consent of DocuSign.
7. Third Party Content or Data . You acknowledge that DocuSign does not represent or endorse the accuracy or reliability of any content, advice, opinion, statement, suggestion or other information offered by third parties or other customers that is shared or distributed through the Services. Any advice, opinions, statements, suggestions, services, offers or other information or content presented or disseminated by third parties via the Services are those of their respective authors who are solely liable for their content. Your reliance upon any such advice, opinion, statement, suggestion or information shall be at your sole risk.
8. Terms of Service .
8.1 You agree that DocuSign reserves the right in its sole discretion to establish general operating practices and procedures to maximize the operation and availability of the Services for the greatest benefit of its customers.
8.2 If, in using the Service you are deemed to have violated the policies set forth in this Agreement, DocuSign reserves the right to cancel your account immediately. Upon deciding to cancel your account pursuant to this Section, DocuSign shall provide you with written notice via email of such cancellation and your data shall be purged from the Service.
9. No Legal Advice/No Responsibility for Posted Materials . DocuSign does not practice law and is not licensed to practice law and is not providing legal advice through the use of the Services. You should consult an attorney regarding use of information obtained from the Services. DocuSign does not review or validate any materials posted or made available on the Website or through its Services. You should review and validate any materials posted or made available on the Website.
10. Term and Termination .
10.1 The rights and obligations of the parties under these terms and conditions will commence on the date of your acceptance of this Agreement and will continue until terminated as set forth below, provided that those sections that by their terms should survive such termination shall survive (e.g. limitation of liability). You may terminate the Services by opening the MY ACCOUNT page within the DocuSign Transaction Rooms application and cancelling your subscription to the Services through the termination mechanism. DocuSign may terminate this Agreement at any time as a result of non-payment by you or your violation of this Agreement, and will provide you notice of such termination by email. DocuSign may also terminate this Agreement if it discontinues the Services (or the type of Services being used by you), provided that it will provide you at least 90 days notice by email if such discontinuation is to occur.
10.2 Upon any termination, DocuSign shall terminate your account at the end of the current subscription period for which payment has been made and keep your data for a period of thirty (30) days, after which point DocuSign shall purge your data from its servers. Your data is unrecoverable and unavailable once it is purged from our servers and DocuSign is not responsible for any claims, liability or actions arising from such purged data.
11. Indemnification .
11.1 You agree to indemnify, defend and hold harmless DocuSign, its affiliates and their respective directors, officers, shareholders, employees and agents, licensors, representatives from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from your use of the Services or any violation of this Agreement by you, including but not limited to any breach or alleged breach of any of your representations, warranties or undertakings hereunder. DocuSign reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with DocuSign in asserting any available defenses.
11.2 DocuSign agrees to indemnify, defend, and hold harmless Subscriber, its affiliates and their respective directors, officers, shareholders, employees and agents, licensors, representatives from and against all third party claims alleging that the Services, or any other DocuSign technology, violates the intellectual property rights of any third party (a “Claim”). This indemnification obligation is conditioned on the following: (a) Subscriber will promptly notify DocuSign of the Claim; (b) DocuSign will have full and complete control over the defense and settlement of the Claim; (c) Subscriber will provide reasonable assistance in connection with the defense and settlement of the Claim; and (d) Subscriber will comply with any settlement or court order made in connection with the Claim.
12. Warranties, Disclaimers and Limitations of Liability .
12.1 DocuSign represents and warrants to you that the Services provided hereunder will be performed: (i) in a manner consistent with industry standards reasonably applicable to the performance thereof; and (ii) at least at the same level of service as provided by DocuSign generally to its other customers for the same Services.
12.2 EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION, THE SERVICES PROVIDED BY DOCUSIGN PURSUANT TO THIS AGREEMENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, DOCUSIGN AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SYSTEM INTEGRATION AND NONINFRINGEMENT.
12.3 DOCUSIGN CANNOT GUARANTEE UNINTERRUPTED SERVICE, SERVICE AT ANY PARTICULAR TIME, OR INTEGRITY OF DATA, INFORMATION OR CONTENT STORED OR TRANSMITTED VIA THE INTERNET. DOCUSIGN WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO, OR ANY CORRUPTION, ERASURE, THEFT, DESTRUCTION, ALTERATION OR INADVERTENT DISCLOSURE OF, DATA, INFORMATION OR CONTENT TRANSMITTED, RECEIVED OR STORED ON ITS SYSTEM CAUSED BY CIRCUMSTANCES OUTSIDE OF DOCUSIGN'S CONTROL.
12.4 DOCUSIGN AND ITS AFFILIATES AND SUPPLIERS WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM OR IN CONNECTION WITH THE USE OF SERVICES, INCLUDING, BUT NOT LIMITED TO, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, GOODWILL, DATA OR USE), EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION SHALL APPLY REGARDLESS OF THE FORM OF ACTION AND WHETHER IN CONTRACT, BREACH OF WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, YOU MIGHT HAVE ADDITIONAL RIGHTS. EXCEPT WITH RESPECT TO ITS INDEMNIFICATION OBLIGATIONS, DOCUSIGN'S AGGREGATE LIABILITY SHALL NOT EXCEED FEES PAID IN THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
13. Dispute Resolution . Any controversy or claim arising out of or relating to this Agreement or breach hereof, or otherwise relating to the Services (with the exception of injunctive relief sought by DocuSign for any violation of DocuSign's proprietary rights or collection of payment), shall be settled by binding arbitration administered by the Judicial Arbitration and Mediation Services (”JAMS”) pursuant to JAMS’ Streamlined Arbitration Rules and Procedures, if applicable, or otherwise pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules (the “JAMS Rules”). Either party may submit the matter to arbitration. The arbitration shall be decided by one (1) arbitrator, who shall be an attorney having experience and familiarity with information technology disputes. The language of the arbitration shall be English. The location of arbitration shall be Seattle, Washington. The arbitrator may award to the prevailing party, if any, as determined by the arbitrator, its costs and expenses, including reasonable attorneys' fees. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties. To the fullest extent permitted by applicable law, no such arbitration shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. Each party hereby waives its right to a trial by jury for any disputes between the parties.
14. Applicable Laws; Exclusive Jurisdiction .
14.1 DocuSign provides the Services in the United States of America and Canada. DocuSign makes no representation that the Services, or any content on or accessed through the Services, is appropriate or available for use in other jurisdictions. You are responsible for compliance with all local laws and regulations, as applicable. Use of the Services and any dispute arising therefrom shall be governed by the laws of the state of Washington without regard to principles of conflict of laws, except that issues relating to the arbitration clause and any arbitration hereunder shall be governed by the Federal Arbitration Act, Chapters 1 and 2.
14.2 SUBJECT TO THE DISPUTE RESOLUTION PROCEDURES SET FORTH ABOVE, ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR ACCESS TO OR USE OF THE SERVICES SHALL BE INSTITUTED ONLY IN A STATE OR FEDERAL COURT LOCATED IN KING COUNTY, WASHINGTON STATE, AND YOU EXPRESSLY CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS.
18. Consent to Electronic Delivery of Notices . You consent to receive communications from DocuSign electronically, including, without limitation, by e-mail or by posting notices on the DocuSign website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
19. Force Majeure . Neither party shall be liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments due hereunder) if such default or delay is caused, directly or indirectly, by forces beyond such party's reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for a party to perform its obligations under this Agreement.
20. Government Regulations . You agree that you shall not export, re-export, transfer or make available, whether directly or indirectly, any regulated item or information to anyone outside the United States in connection with the Services or this Agreement without first complying with all export control laws and regulations which may be imposed by the United States government and any country or organization of nations within whose jurisdiction Subscriber operates or does business.
21. Headings . The headings as to contents of particular sections and paragraphs are inserted only for convenience and are in no way to be construed as part of this Agreement.
22. Assignment; Successors . You may not assign or transfer this Agreement, or any of your rights or obligations hereunder. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. DocuSign may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without your consent. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, legal representatives, successors and permitted assigns.
23. Miscellaneous . If there is a determination that any provision of this Agreement is invalid or unenforceable under applicable law, that determination will not affect the rest of this Agreement, and this Agreement shall be deemed amended to the minimum extent necessary to make them valid and enforceable. The failure of DocuSign to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Regardless of any statute or law to the contrary, any claim or cause of action against DocuSign arising out of or related to use of the Services or under this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.DocuSign, Inc.
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