SERVICE ATTACHMENT of DOCUSIGN SECURITY APPLIANCE 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.
“Beta Version” means the pre-commercial release or beta version of Security Appliance.
“DocuSign Security Appliance” or “Security Appliance” means the DocuSign Service which provides the security appliance software, in object code form, along with related Documentation (and, to the extent applicable, media files) and/or any other DocuSign Services and related Documentation provided by DocuSign or its agents to Customer pursuant to this Service Attachment, including any upgrades, updates, bug fixes, modified versions, and/or copies of previously provided Security Appliance or Documentation.
2. SECURITY APPLIANCE LICENSE.
2.1 Subject to the terms and conditions of the Agreement, for the duration of the Term of this Service Attachment, DocuSign grants to Customer a personal, revocable, non-exclusive, non-transferable, limited license to install and use the object code version of Security Appliance solely in connection with DocuSign Services, and solely in accordance with the Documentation. Any use of Security Appliance on a stand-alone basis is strictly prohibited.
2.2 Except as otherwise expressly provided in this Service Attachment or an applicable Order Form, Customer may install and use only a single instance of Security Appliance on a single computer file server within Customer’s internal network. Unless otherwise expressly permitted hereunder, no other server or network use of Security Appliance is permitted, including, but not limited to, use of Security Appliance: (a) either directly or through commands, data or instructions from or to another computer or (b) for internal network, internet or web hosting services.
3. TECHNICAL SUPPORT AND UPDATES.
3.1 Customer shall be entitled to receive limited technical support with respect to Security Appliance, if any, when and as provided by DocuSign or its agents pursuant to the support policies provided for DocuSign Services or as otherwise specified in writing by DocuSign during the Term.
3.2 DocuSign or its agents may provide Customer with updates or new versions of the Security Appliance from time-to-time during the Term. Updates and/or new versions of Security Appliance may be provided to Customer subject to additional or different terms and conditions which shall be deemed accepted by Customer upon installation or use of such update or version. Customer agrees to install such updates or new versions within ninety (90) days from the date they are first made available to Customer as a condition of obtaining technical support as provided in Section 3.1 of this Service Attachment. Customer acknowledges that failure to timely update Security Appliance may prevent it from functioning properly, and that DocuSign shall have no liability for such malfunction caused by Customer’s failure to install required updates. Notwithstanding the foregoing, Customer agrees to immediately install any update or new version of Security Appliance designated by DocuSign as “urgent” or otherwise indicating a need for immediate attention due provided by DocuSign for the purpose of avoiding or resolving a third-party claim of intellectual property infringement applicable to a previous version of Security Appliance.
4. COPYRIGHT RESTRICTIONS.
4.1 Customer agrees that upon request of DocuSign or its authorized representatives, Customer will (within thirty (30) days) fully document and certify that any and all use of Security Appliance at the time of the request is in conformity with Customer’s valid licenses from DocuSign.
4.2 Customer will not copy Security Appliance, except to make a back-up copy that is not installed or used on any computer. Any copy of Security Appliance that Customer makes must contain the same copyright and other proprietary notices that appear on or in Security Appliance.
4.3 Customer will not: (a) modify, adapt or translate Security Appliance; (b) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of Security Appliance except to the extent Customer may be expressly permitted to decompile under applicable law; (c) remove or destroy any copyright notices or other proprietary markings; or (d) authorize all or any portion of Security Appliance to be copied onto another user's computer or server except as may be expressly permitted herein.
5. BETA VERSION.
5.1 If Customer has received a Beta Version, then this Section 5 applies. To the extent that any provision in this Section is in conflict with any other term or condition in this Service Attachment, this Section shall supersede such other term(s) and condition(s) with respect to the Beta Version, but only to the extent necessary to resolve the conflict.
5.2 Risks Associated with Beta Version. WHERE LIABILITY CANNOT BE EXCLUDED FOR BETA VERSION SOFTWARE, BUT IT MAY BE LIMITED, DOCUSIGN’S TOTAL, CUMULATIVE LIABILITY AND THAT OF ITS SUPPLIERS WILL BE LIMITED TO THE SUM OF FIFTY DOLLARS ($50 USD). Customer acknowledges and agrees that a Beta Version of Security Appliance (as identified in the Documentation or the help menu in Security Appliance) is not commercially released, and has not yet been tested like other commercially released software that Customer may use. Therefore, it is likely that the Beta Version will contain errors, including errors that may cause Security Appliance or Customer’s systems to malfunction or cause a loss of data. If Customer does not wish to accept the risk of errors, Customer must not install or use the Beta Version.
5.3 No Technical Support. DocuSign is not obligated to correct errors, correct the effects of errors (e.g., fix Customer’s computer or recover lost data), or provide any technical support related to use of the Beta Version.
5.4 Beta Version Termination. Any license or right to use a Beta Version of Security Appliance will terminate immediately after a new version (beta or other type) of Security Appliance is released by DocuSign. Upon receipt of a later unreleased Beta Version or release by DocuSign of a publicly released commercial version of Security Appliance, Customer will return or destroy all earlier Beta Version(s) received from DocuSign and will abide by the terms of this Service Attachment for any such later versions. Notwithstanding anything in this Section to the contrary, if Customer is located outside the United States of America, Customer agrees that it will return or destroy all Beta Version(s) in its possession within thirty (30) days of the completion of its testing of Security Appliance when such date is earlier than the date for DocuSign’s first commercial shipment of the publicly released (commercial) Security Appliance.
6. NO WARRANTY; DISCLAIMERS.
6.1 No Warranty. Security Appliance is provided “AS-IS”, “AS AVAILABLE” and, to the fullest extent permissible by law, without any representation or warranty, whether express, implied or statutory. If an “AS-IS” warranty is prohibited by law, then DocuSign warrants only to Customer that the electronic copy of Security Appliance that is delivered to Customer by DocuSign will be free from material defects for thirty (30) days following delivery. DocuSign’s entire liability and Customer’s exclusive remedy for breach of this warranty will be, at DocuSign’s sole and exclusive option, either repair or replacement of the electronic copy of Security Appliance that does not meet this warranty. This limited warranty will be void if failure of Security Appliance has resulted from any accident, abuse, misuse, or misapplication by Customer. Customer has no right to make or pass on any representation or warranty on behalf of DocuSign to any third party.6.2 Disclaimer. DocuSign specifically disclaims all implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement. DocuSign makes no representations or warranties of any kind that Security Appliance is or will be uninterrupted or error-free or meet Customer’s requirements. DocuSign shall not be responsible for any service interruptions including, but not limited to, System failures or other interruptions that may affect Security Appliance.