SERVICE SCHEDULE for PROFESSIONAL SERVICES
This Service Schedule was last updated on December 15, 2016. Unless otherwise defined in this Service Schedule, capitalized terms will have the meaning given to them in the Agreement.
1. PERFORMANCE OF PROFESSIONAL SERVICES.
1.1 Fees; Project Management. Customer will pay DocuSign for Professional Services at rates and under payment terms described in the applicable Order Form (“Professional Fees”). Unless otherwise agreed in the applicable Order Form, Professional Fees will be invoiced in total on the Order Start Date of the Order Form. For each Professional Services project described in an Order Form, each party will designate a single point of contact within its organization to manage the project (“Project Manager”). The Project Managers will communicate as necessary to manage the Professional Services to be performed under the Order Form.
1.2 Performance Standard. DocuSign warrants to Customer that the Professional Services will be performed in a competent and workmanlike manner in accordance with accepted industry standard practice and the terms and conditions herein. Customer’s exclusive remedy for breach of this warranty is to notify DocuSign in writing within thirty (30) days of the non-conforming Professional Services. Upon receipt of such notice, DocuSign, at its option, will either use commercially reasonable efforts to re-perform the Professional Services in conformance with these warranty requirements or will terminate the affected Professional Services and will refund Customer the prorated amount of fees for the unperformed and non-conforming Professional Services. This Section 1.2 (Performance Standard) sets forth Customer’s exclusive rights and remedies and DocuSign’s sole liability in connection with the warranty related to the performance of the Professional Services.
2. PROFESSIONAL SERVICES PRODUCT LICENSING.
2.1 Proprietary and Intellectual Rights. “Proprietary and Intellectual Property Rights” means, with respect to any material (hereinafter, a “Work”), (a) all patents, copyrights, trademarks, trade secrets and any other intellectual property or proprietary rights and legal protections worldwide in and to such Work including but not limited to all rights under treaties, conventions, applications and registrations related to any of the foregoing; (b) all applications, registrations and rights to make applications and registrations for the foregoing; (c) all renewals, extensions, reversions or restorations of all of the foregoing; (d) all goodwill associated with the Work; (v) all rights corresponding to each of the foregoing throughout the world, including but not limited to the right to duplicate, reproduce, copy, distribute, publicly perform, display, license, adapt, or prepare derivative works from the Work; (e) all causes of action for infringement based on the Work or for other violations of any of the foregoing; and (f) all income, royalties, damages, claims, and payments now or hereafter due or payable with respect to any of the foregoing.
2.2 Customer Materials. Any non-DocuSign materials provided by Customer to DocuSign for use by DocuSign in the course of performing Professional Services (“Customer Materials”) will be used by DocuSign solely to perform the Professional Services purchased under the applicable Order Form. As between the parties, Customer will continue to own the Customer Materials and all Proprietary and Intellectual Property Rights therein and thereto.
2.3 Ownership. Except for Customer Materials, as between the parties, all of the following, and all Proprietary and Intellectual Property Rights therein and thereto, are and shall be the sole property of DocuSign (a) any software provided to Customer under an Order Form and components thereof; and (b) all other works of authorship, inventions, discoveries, improvements, methods, processes, formulas, designs, techniques, and information conceived, discovered, developed or otherwise made in whole or part by DocuSign, whether as part of DocuSign’s performance of the Professional Services or otherwise.
2.4 License Grant. Effective only as of final payment by Customer to DocuSign of all amounts required by an Order Form, and subject to these terms and conditions, DocuSign grants to Customer a nonexclusive, for the duration of legal protection, worldwide, royalty-free license to use software provided to Customer under the Order Form, solely for purposes of Customer’s internal business operations only. This license includes permission to make copies of the provided software for such internal use but not permission to distribute the software or any copies of them. The license granted to Customer in this Section 2.4 (License Grant) is not sublicensable, assignable or transferable, by operation of law or otherwise, without the advance written consent of DocuSign. Any purported sublicenses, assignments or transfers in violation of this Section 2.4 (License Grant) will be void. The Order Form provides no other license or grant of rights to Customer. Any software provided to Customer under an Order Form is licensed, not sold.
2.5 Any software provided to Customer under an Order Form is further subject to the terms of the DocuSign Software License Agreement (“License”) accompanying the Agreement and provided with the SOW. By installing and using any such software Customer agrees to be bound by the terms and conditions of the Software License Agreement.2.6 An Order Form does not obligate DocuSign to update or provide support for any software provided to Customer under the Order Form after delivery to Customer. Regardless of the extent to which the software may relate to other DocuSign products or services, the Order Form does not limit or condition DocuSign’s ability to discontinue, update or otherwise modify such other products or services in any manner, including in ways that render the software unusable, inaccurate or otherwise inappropriate.