SERVICE ATTACHMENT of DOCUSIGN SERVICE LEVEL AGREEMENT for DOCUSIGN PROTECT & SIGN SERVICE
This Service Attachment was last updated on: September 29, 2017.
This Service Attachment of DocuSign Service Level Agreement for DocuSign Protect & Sign Service (“SLA”) is made part of the Agreement between DocuSign and Customer for the use of the DocuSign Protect & Sign Service to which Customer has subscribed in an Order Form with DocuSign. This SLA applies separately to each DocuSign Signature Account. Any term not otherwise defined herein shall have the meaning specified in the Agreement. In the event of any inconsistency or conflict between the Agreement and this SLA, the terms of this SLA shall control with respect to the DocuSign Protect & Sign Service. The terms of this SLA are limited to the scope of this SLA and shall not be applicable to any other Service Schedules or DocuSign Services.
1. SERVICE COMMITMENT
DocuSign will use commercially reasonable efforts to avoid Unavailable Time (as defined below) for the DocuSign Protect & Sign Service. In the event DocuSign has Unavailable Time in a given calendar month, Customer will be eligible to receive a Service Level Credit as described below.
“Unavailable Time” means when the DocuSign Protect & Sign Service is not in service and not fully available for access and data input by a Customer, as such term is used in the table in Section 3.1 below. Scheduled Maintenance (as defined below) does not count as Unavailable Time.
“Scheduled Maintenance” means periodic maintenance that allows DocuSign to perform maintenance and repairs or to add features or enhance existing features of DocuSign Protect & Sign Service. DocuSign will make commercially reasonable efforts to limit (a) the instances of Scheduled Maintenance and (b) the duration and impact of each instance of Scheduled Maintenance. The dates and times for Scheduled Maintenance will be sent via email to the Account administrator and/or technical administrator.
“Service Level Credits” means a dollar credit against amounts payable by Customer to DocuSign for the DocuSign Protect & Sign Service. Service Level Credits are computed as a percentage of the prorated fees for the DocuSign Protect & Sign Service for the calendar month in which the applicable service level(s) was not met. Per-use charges, such as Authentication Measures and any Third-Party Services, are not subject to Service Level Credits.
3. SERVICE LEVEL CREDITS
3.1 The table below sets forth Service Level Credits to which Customer may be entitled, except to the extent expressly excused per Section 3.5 below. In order to be entitled to Service Level Credits, Customer must provide DocuSign with written notice no later than the end of the Term during which the breach occurred:
|The aggregate amount of time that the DocuSign Protect & Sign Service is Unavailable in a calendar month is more than…||THEN Service Level Credit of…|
3.2 Service Level Credits due to Customer will be applied against the next payment due to DocuSign for the DocuSign Protect & Sign Service. Service Level Credits will not be applied against Customer payments for any adjacent service, such as DocuSign Signature. Customers with prepaid accounts may, upon written request, receive Service Level Credits in the form of a cash refund, calculated by applying the Service Level Credit percentage against one-twelfth (1/12) of the annualized prepaid amount.
3.3 If a single incident gives rise to multiple occurrences of Unavailable Time, as determined by DocuSign in its reasonable judgment, then Customer will be entitled to a Service Level Credit only for the Unavailable Time that is associated with the largest Service Level Credit.
3.4 DocuSign will be excused from Unavailable Time occurrences and Customer will not be entitled to any Service Level Credit for such an occurrence if it is caused by: (a) acts or omissions of Customer, its affiliates, or representatives or agents of the foregoing; (b) any events outside of DocuSign’s reasonable control (including, for the avoidance of doubt, any force majeure events); or (c) delay or failure of Customer, its Affiliates, or representatives or agents of the foregoing, to perform Customer’s obligations under the Agreement, including, without limitation, delay or failure of Customer to act (e.g., review, approve, or reject) in a manner reasonably requested by DocuSign (but such request shall not cause Customer to incur material out-of-pocket costs) in a timely manner and any other breach of the Agreement by or on behalf of Customer that materially adversely impacts DocuSign’s ability to limit Unavailable Time. Customer acknowledges and agrees that Scheduled Maintenance is not Unavailable Time and that Customer shall not receive Service Level Credit for Scheduled Maintenance.
3.5 The Service Level Credits constitute Customer’s sole and exclusive remedy for any unavailability or non-performance of the DocuSign Protect & Sign Service or other failure by DocuSign to provide the DocuSign Protect & Sign Service.