PAYMENTS ATTACHMENT for DOCUSIGN SIGNATURE
Service Attachment revision date: September 29, 2017. 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 Application(s)” refers 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 who uses DocuSign Payments to complete a payment processing 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’s 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 Customer Data, including, specifically, information that allows DocuSign to: (a) transmit Customer’s identifying information to a Payment Application; (b) if applicable, receive appropriate payment authorization from a Payment Application; and (c) collect any other information that Customer or Payment Application requires of DocuSign in order to facilitate payment processing. Customer authorizes 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. Unless otherwise provided in the applicable Service Schedule for DocuSign Signature, DocuSign Payments will temporarily store information received from Customer, such as account information for a Payment Application, only for the purpose of facilitating the payment processing.
2.3 The payment processing facilitated through DocuSign Payments is processing activities between Customer and a third party and/or Customer and a Payment Application, and not with DocuSign or any of its Affiliates. Payment Applications are independent contractors and not agents, employees, or subcontractors 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 or purchased by Customer. Customer acknowledges and agrees that DocuSign cannot ensure that a Signer or third party will complete a payment processing or that it 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 facilitate the payment processing via DocuSign Payments;
(c) Customer is solely responsible for the acts and omissions of its Authorized Users in relation to their use of DocuSign Payments and for ensuring that such use complies with the terms of the Agreement;
(d) Customer has exclusive control over and responsibility for the content, quality, and format of any payment processing it submits to be processed via DocuSign Payments. Nothing in this Service Attachment may be construed to make DocuSign a party to any payment processed by DocuSign Payments, and DocuSign makes no representation or warranty regarding the payment processing 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 a payment processing sought to be facilitated via DocuSign Payments, including, but not limited to: (i) chargebacks; (ii) products or services not received; (iii) return of, delayed delivery of, or cancelled products or services; (iv) cancelled transactions; (v) duplicate transactions or charges; (vi) electronic debits and credits involving bank accounts, debit cards, credit cards, and check issuances; and (vii) amount of time to complete payment processing.
4. PAYMENT WARRANTIES; DISCLAIMERS; LIMITATION OF LIABILITY
4.1 DocuSign Payments Warranty. The parties acknowledge and agree that, notwithstanding any of the provisions of the Agreement, Customer’s sole and exclusive warranties with respect to DocuSign Payments are set forth in the following sentence. DocuSign warrants that DocuSign Payments: (a) as delivered to Customer and used in accordance with the Agreement and its applicable Documentation will perform substantially in accordance with the Documentation associated with DocuSign Payments; and (b) DocuSign Payments will not introduce files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses, into Customer's system.
4.2 Disclaimer. Except for the express warranties for DocuSign Payments set forth above, DocuSign: (a) makes no additional representation or warranty of any kind – whether express, implied in fact or by operation of law, or statutory – with respect to DocuSign Payments; (b) disclaims all implied warranties, including, but not limited to, merchantability, fitness for a particular purpose, and title; and (c) does not warrant that DocuSign Payments will be error-free or meet Customer’s requirements. Customer has no right to make or pass on any representation or warranty on behalf of DocuSign to any third party.
4.3 Limitation of Liability. DocuSign shall not be responsible or liable for any 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 regarding the payment processing (“Payment Processing Disputes”), and Customer hereby agrees that it will not bring or assert any action, claim, or cause of action in any jurisdiction or forum against DocuSign arising from or relating to a Payment Processing Dispute.
5. THIRD PARTY CLAIMS
In addition to the third party claims obligations and subject to the indemnification procedures under the Agreement, Customer will indemnify DocuSign’s and its Affiliates’ Indemnified Parties 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 Users, or Signers; (b) any breach by Customer of its obligations hereunder; (c) the nature and content of all Cardholder Data or any related data thereto provided by Customer, its Authorized Users, or Signers through use of DocuSign Payments; (d) violation of any law or the rights of a third party by Customer through its use of DocuSign Payments and/or the actions or inactions of any third party to whom Customer grants permissions to use Customer’s Account or access DocuSign Payments on Customer’s behalf; and (e) the terms of an agreement between Customer and a Signer, or Customer and a Payment Application.