SERVICE ATTACHMENT of DOCUSIGN PAYMENTS for DOCUSIGN SIGNATURE
This Service Attachment was last updated on December 15, 2016. Unless otherwise defined in this Service Attachment, capitalized terms will have the meaning given to them in the Agreement.
“DocuSign Payments” means the feature of DocuSign Signature designed to collect payment information for the purpose of payment processing.
“Payment Applications” refer broadly to all payment applications, gateways, processors and service providers that store, process, or transmit cardholder data as part of authorization or settlement, where these payment applications are sold, distributed, or licensed to Customer.
“Signer” means the person that uses DocuSign Payments to make a payment transaction that results in the debiting or charging of an amount to such person’s payment instrument and the crediting of funds to Customer.
2. DOCUSIGN PAYMENTS.
2.1 During the Term, and subject to compliance with the terms and conditions of this Service Attachment, Customer, and its Authorized Users with a DocuSign Payments-enabled Account for DocuSign Signature, will have the right to access and use DocuSign Payments within such Account.
2.2 To facilitate payments, Customer will be required to provide DocuSign with certain information to allow DocuSign, among other things: to transmit Customer’s identifying information to a Payment Application; to receive appropriate payment authorization if applicable; and to collect any other information Customer or Payment Application requires of DocuSign to facilitate payment processing. Customer authorizes DocuSign to store, process, and transmit Customer Data as necessary for a Payment Application to process a payment transaction to complete a payment for purchase between Customer and a third party. Unless otherwise provided in the applicable Service Schedule for DocuSign Signature, DocuSign Payments will temporarily store information from Customer, such as account information for a Payment Application, as applicable, only for the purpose of facilitating the processing of payment transactions.
2.3 The purchases or payment transactions facilitated through DocuSign Payments are transactions between Customer and a third party and/or Customer and a Payment Application, and not with DocuSign or any of its Affiliates. The Payment Applications are independent contractors and not agents or employees of DocuSign. DocuSign does not control the payment methods made available by the Payment Applications through DocuSign Signature nor the products or services that are sold by Customer, and Customer acknowledges and agrees that DocuSign cannot ensure that a Signer or third party will complete a transaction or is authorized to do so.
3. ADDITIONAL CUSTOMER RESPONSIBILITIES.
3.1 DocuSign’s provision of the DocuSign Payments is conditioned on Customer’s acknowledgment of and agreement to the following:
(a) Customer is solely responsible for registering and maintaining an account with Payment Applications in order to receive payment and other services that may be necessary to use DocuSign Payments;
(c) Customer is solely responsible for all activities that occur via DocuSign Payments accessible under Customer’s Account and for ensuring that such use of DocuSign Payments complies with the Agreement;
(d) Customer has exclusive control over and responsibility for the content, quality, and format of any transaction it submits to be processed by DocuSign Payments. Nothing in this Service Attachment may be construed to make DocuSign a party to any transaction processed by DocuSign Payments, and DocuSign makes no representation or warranty regarding the transactions sought to be effected by Customer’s use of DocuSign Payments; and
(e) Customer is solely responsible for any and all disputes with any Payment Applications or Signers related to or in connection with the use of DocuSign Payments including, but not limited to: chargebacks; products or services not received; return of, delayed delivery of or cancelled products or services; cancelled transactions; duplicate transactions or charges; electronic debits and credits involving bank accounts, debit cards, credit cards, and check issuances; and amount of time to complete payment processing.
4. NO WARRANTY; DISCLAIMERS.
DOCUSIGN PAYMENTS IS PROVIDED “AS-IS”, “AS AVAILABLE” AND, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. DOCUSIGN SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. DOCUSIGN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING: (A) THE EFFECTIVENESS OR VALIDITY OF ANY PAYMENTS, THE TRANSACTIONS SOUGHT TO BE EFFECTED BY ANY PAYMENTS OR EDOCUMENTS; (B) THE ACCURACY, RELIABILITY, CORRECTNESS OR COMPLETENESS OF THE CARDHOLDER DATA PROVIDED THROUGH DOCUSIGN PAYMENTS; (C) THAT THE FUNCTIONS CONTAINED IN DOCUSIGN PAYMENTS WILL BE UNINTERRUPTED OR ERROR FREE OR MEET CUSTOMER’S REQUIREMENTS; OR (D) THAT DOCUSIGN PAYMENTS IS FREE OF MALICIOUS CODE OR OTHER HARMFUL CODE. DOCUSIGN SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY BREACH OF DATA SECURITY RELATED TO DOCUSIGN PAYMENTS, UNAUTHORIZED DISCLOSURE OF CARDHOLDER DATA, SERVICE INTERRUPTIONS, OR DELAYS OR MIS-DELIVERY OF A PAYMENT, INCLUDING, BUT NOT LIMITED TO, SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF PAYMENT TRANSACTIONS OR DOCUSIGN PAYMENTS. CUSTOMER ACKNOWLEDGES AND AGREES IT IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS PROPERTY, LOSS OF DATA OR ANY OTHER LOSS THAT RESULTS FROM ITS USE OF DOCUSIGN PAYMENTS.
5. RELEASE AND COVENANT NOT TO SUE.
Customer acknowledges and agrees to release DocuSign and its Affiliates, and their respective employees, officer, directors, agents, and representatives (each a “DocuSign Party” and collectively “DocuSign Parties”) from all claims, demands, and damages (actual and consequential) arising out of or in any way connected with a dispute that may arise between Customer and a Signer, and/or Customer and a Payment Application (“Payment Processing Disputes”), and Customer hereby covenants and agrees that it will not sue or bring or assert any action, claim, or cause of action in any jurisdiction or forum against any DocuSign Party arising from or relating to a Payment Processing Dispute. Customer stipulates and agrees that DocuSign Parties may plead this Service Attachment as a complete defense and bar to any Payment Processing Dispute released by this Section 5, and in such event, the party bringing such barred action, claim, or demand shall indemnify and hold the DocuSign Parties harmless from and against any and all costs and expenses arising therefrom (including reasonable attorneys' fees and expenses incurred in connection therewith).
6. THIRD PARTY CLAIMS.In addition to the third party claims obligations and subject to the indemnification procedures therein, Customer will indemnify DocuSign, and its Affiliates and each of their respective employees, officers, directors, agents, and representatives from, and defend the Indemnified Parties against, any Claim to the extent arising from or related to: (a) improper use of DocuSign Payments by Customer or its Authorized User or Signer; (b) acts and omissions of any Payment Applications used by or associated with Customer in connection with DocuSign Payments; (c) the nature and content of all Cardholder Data or any related data thereto provided by Customer or its Authorized User or Signer through use of DocuSign Payments; (d) violation of any law or the rights of a third party and/or the actions or inactions of any third party to whom Customer grant permissions to use Customer’s Account or access DocuSign Payments on Customer’s behalf; and (e) breach of any terms of an agreement between Customer and a Signer, or Customer and a Payment Application.