DocuSign, Inc. Standard Terms and Conditions of Sales v151015

DOCUSIGN, INC.

STANDARD TERMS AND CONDITIONS OF SALE

v151015

The following are the terms and conditions under which DocuSign, Inc. (hereinafter: “DocuSign”) sells its Products against individual purchase orders. Supply contracts for Resellers and OEMs are issued under separate agreements.

1. PRICES AND TAXES

Unless otherwise agreed to in writing by DocuSign the prices shall be those set forth in DocuSign’s current price list in effect at the time of order. DocuSign reserves the right to change prices of the products without notice. DocuSign will honor the former prices if an order is received prior to the revision of those prices, or prior to the expiration of a valid quotation outstanding at the price change, but in no event later than sixty (60) days after the quote is issued. Prices are exclusive of all sales, use and similar taxes. Any tax DocuSign may be required to collect or to pay upon the sale and delivery of the Product shall be due and payable under the payment terms of sale unless PURCHASER furnishes a tax exemption certificate satisfactory to taxing authorities.

2. PAYMENT

Terms are cash upon delivery or, at DocuSign’s option, net thirty (30) days from date of invoices, without setoff, deduction or counterclaim. If deliveries are authorized in installments, each shipment shall be paid for when due without regard to other scheduled deliveries. PURCHASER agrees to pay interest on delinquent balances at the rate of one and one half percent (1.5%) per month effective on the day payment is due or at the maximum legal rate permissible.

3. DELIVERY, SECURITY INTEREST, DELAYS

3.1. Delivery will be F.O.B. Origin. Unless otherwise directed by PURCHASER, DocuSign will prepay the freight and bill PURCHASER for such transportation charges. Title transfers and PURCHASER assumes all risk of loss upon delivery of the Product by DocuSign to carrier at DocuSign’s premises. Insurance will be provided by PURCHASER on the product while in transit, unless instructions to the contrary are clearly stated on the face of PURCHASER’s order. In the absence of instructions to the contrary, DocuSign, on behalf of the PURCHASER, will select the carrier but shall not be deemed thereby to assume any liability in connection with the shipment nor shall the carrier be an agent of DocuSign. PURCHASER will be responsible for all storage drayage and other charges at PURCHASER’s site.

3.2. PURCHASER hereby grants DocuSign a security interest in the Product as security for all PURCHASER’s obligation hereunder. Upon request by DocuSign, PURCHASER shall execute any instrument required to perfect such security interest.

3.3. PURCHASER may not cancel any order due to a delay in delivery unless it (i) first provides DocuSign with written notice of the delay and its intent to cancel, and (ii) allows DocuSign an opportunity to complete shipment within sixty (60) days following receipt of PURCHASER’s notice. DocuSign shall not be liable for any damages or penalty for delay in delivery or for failure to give notice of delay for any reason whatsoever.

4. PATENTS AND COPYRIGHTS

If notified promptly in writing of any action (and all prior claims relating thereto) brought against PURCHASER alleging that PURCHASER’s use or other disposition of the Product infringes a United States patent or copyright, DocuSign will defend such action at its expense and will pay the costs and damages awarded against PURCHASER in such action to that extent that DocuSign’s Product standing alone, and not in combination with any third party products, is solely responsible for such infringement, provided that (i) PURCHASER provides DocuSign with prompt notice of the claim, and (ii) DocuSign has sole control of the defense of any such action and all negotiations for its settlement or compromise. If a final injunction is obtained in such action against PURCHASER’s use of the Product or in DocuSign’s opinion the Product is likely to become the subject of claim of infringement, DocuSign will, at its option and at its expense, either procure for PURCHASER the right to continue using the Product; replace or modify the same so that they become noninfringing or grant the PURCHASER a credit for such Product as depreciated and accept its return. Depreciation shall be on a straight line basis with an assumed life of three (3) years. DocuSign shall not have any liability to PURCHASER if the alleged infringement is based upon DocuSign’s compliance with PURCHASER’s designs, specifications or instructions, in which case PURCHASER shall defend and hold DocuSign harmless against any expenses, judgment or loss for alleged infringement of any patents, copyrights or trademarks. No costs nor expense shall be incurred for the account of DocuSign without the prior written consent of DocuSign. In no event shall DocuSign’s total liability to PURCHASER under or as a result of compliance with the provisions of this clause exceed the sum paid to DocuSign by PURCHASER for the allegedly infringing Product. The foregoing states the entire liability of DocuSign with respect to alleged infringement of patents and copyrights by the Product or any part thereof or by its operation.

5. PRODUCT CHANGES

DocuSign reserves the right, without prior approval from or notice to PURCHASER, to make changes to Product (i) which do not adversely affect the performance of the Product or do not reduce performance below any contract specification; (ii) when required for purposes of safety; or (iii) to meet Product specifications. DocuSign also reserves the right to make product improvements without incurring any obligation or liability to make the same changes in Products previously manufactured or purchased.

6. WARRANTY

6.1. Hardware Products Manufactured by DocuSign

A. DocuSign Products, except as stated otherwise in an applicable price list, are warranted against defects in workmanship and material for a period of one (1) year from date of delivery as evidenced by DocuSign’s packing slip or other shipment receipt.

B. DocuSign’s sole responsibility under this warranty shall be to either repair or replace, at its option, any component which fails during the applicable warranty period because of a defect in workmanship and material, provided PURCHASER has promptly reported same to DocuSign in writing. All replaced Products or parts shall become DocuSign’s property.

C. DocuSign will honor the warranty at DocuSign’s repair facility in CA, USA. It is PURCHASER’s responsibility to return, at its expense, the allegedly defective Product to DocuSign. PURCHASER must obtain a Return Authorization (RA) number and shipping instructions from DocuSign prior to returning any Product under warranty. Transportation charges for the return of the Product to PURCHASER shall be paid by DocuSign within USA. For all other locations, the warranty excludes all costs of shipping, customs clearance and other related charges. If DocuSign determines that the Product is not defective within the terms of the warranty, PURCHASER shall pay DocuSign all costs of handling, transportation and repairs at the then prevailing repair rates.

D. All the above warranties are contingent upon proper use of the Product. These warranties will not apply (i) if adjustment, repair or parts replacement is required because of accident, unusual physical, electrical or electromagnetic stress, negligence of PURCHASER, misuse, failure of electric power environmental controls, transportation, not maintained in accordance with DocuSign specifications, or abuses other than ordinary use (ii) if the Product has been modified by PURCHASER or has been repaired or altered outside DocuSign’s factory, unless DocuSign specifically authorizes such repairs or alterations; (iii) where DocuSign serial numbers, warranty data or quality assurance decals have been removed or altered.

DocuSign offers an extended warranty service under a separate Support And Maintenance Agreement, a copy of which is available from DocuSign representatives.

E. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT, DOCUSIGN MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE PRODUCTS. DOCUSIGN HEREBY DISCLAIMS ALL IMPLIED WARRANTIES ON PRODUCTS INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The warranties expressly stated herein are the sole obligation or liability on the part of DocuSign arising out of or in connection with the sale or performance of the products.

6.2. Products Manufactured by Others

For products not manufactured by DocuSign the original manufacturer’s warranty shall be assigned to PURCHASER to the extent permitted and is in lieu of any other warranty, express or implied. For warranty information on a specific product, a written request should be made to DocuSign.

7. ACCEPTANCE OF PRODUCTS

Acceptance shall occur upon delivery, unless DocuSign is notified in writing within ten (10) days from receipt of the Product(s) by PURCHASER that the Products do not conform to PURCHASER’s order or DocuSign product specifications. DocuSign’s sole obligation for such nonconforming Products shall be limited to repair or replacement, at its option, pursuant to the provisions of the foregoing WARRANTY clause.

8. INSTALLATION

In the event PURCHASER requests DocuSign to install or perform maintenance on any Product to be supplied, and if DocuSign agrees to install or perform such maintenance, PURCHASER shall pay DocuSign’s then current standard charges for such installation or maintenance.

9. CANCELLATION AND RESCHEDULING CHARGES

In the event PURCHASER defaults, DocuSign may decline to make further shipments or terminate PURCHASER’s order without affecting DocuSign’s rights and remedies including, but not limited to, any right to cancellation charges and quantity price adjustments. If DocuSign continues to make shipments after PURCHASER’s default DocuSign’s action shall not constitute a waiver nor affect DocuSign’s legal remedies. In the event PURCHASER (i) cancels any order or portion thereof; (ii) fails to meet any obligation hereunder, causing cancellation or rescheduling of any order or portion thereof; or (iii) requests a rescheduling of shipment dates and such request is accepted by DocuSign, PURCHASER agrees to pay DocuSign such cancellation or rescheduling charges as a percentage of the price of the cancelled or rescheduled Product, said charges having been agreed upon, not as a penalty, but as reasonable compensation due to the difficulty of computing actual damages (see table below).

9.1. Cancellation Charges

Written Cancellation Received by DocuSign Within “X” Days

9.2. Rescheduling Charges. For delays in excess of 15 days from the original shipment date, the charge shall be 10% of the sale price.

10. EXPORT

PURCHASER is responsible for complying with all export regulations of the United States. Regardless of any disclosure made by PURCHASER to DocuSign of an ultimate destination of the Product, PURCHASER will not export, either directly or indirectly, any Product or Non-DocuSign equipment incorporating such Product without first obtaining all necessary licenses from the US Department of Defense or other agency or department of the US Government, as may be required.

11. GOVERNMENT CONTRACTS

If the Products to be furnished under this Agreement are to be used in the performance of a government contract or subcontract and a government contract number shall appear on PURCHASER’s purchase order, only those clauses of the applicable government regulations which are mandatory requirements by federal statute or regulation to be included in government subcontracts shall be incorporated herein by reference.

12. DISCLAIMER AND LIMITATION OF LIABILITY

12.1 IN NO EVENT WILL ARX BE LIABLE TO PURCHASER FOR (i) REPROCUREMENT COSTS; (ii) SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES; (iii) ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE USE OR PERFORMANCE OF ARX PRODUCTS, REGARDLESS OF WHETHER ARX HAS BEEN ADVISED ABOUT THE POSSIBILITY OF SUCH DAMAGES, OR THE FORM OF ACTION, WHETHER THE CAUSE IS IN CONTRACT, TORT, INCLUDING NEGLIGENCE, OR ANY OTHER FORM. THE TOTAL AMOUNT OF ARX’S LIABILITY SHALL NOT EXCEED THE NET SELLING PRICE OF ANY ALLEGEDLY DEFECTIVE PRODUCT. No person, including any dealer, agent or representative of DocuSign is authorized to assume for DocuSign any other liability on its behalf except as set forth herein. Nonpayment of any invoice rendered within the stated payment terms automatically cancels any warranty or guarantee stated or implied. If any payment is due DocuSign for services performed hereunder, it shall be subject to the same payment terms as the original purchase.

12.2. No action, whether in contract or tort, including negligence, arising out of or in connection with this Agreement, may be brought by either party more than eighteen (18) months after the cause of action has accrued except that an action for nonpayment may be brought within eighteen (18) months of the date of last payment.

13. GENERAL PROVISIONS

These terms and all disputes arising out of or related to the purchase of DocuSign Products are governed by the laws of the State of California without regard to any conflict of laws and Purchaser consents to the exclusive jurisdiction of the courts of San Francisco, California, for all disputes related to the sale of DocuSign Products.  These terms and conditions are an essential consideration for DocuSign’s agreement to sell its Products and shall apply to all DocuSign shipments notwithstanding any different, conflicting or additional terms and conditions which may appear on any order submitted by PURCHASER which shall be of no effect other than to specify the Products, quantities, and requested delivery dates. Deviations from these terms and conditions are not valid unless confirmed in writing by an authorized representative of DocuSign at its corporate offices.

This Agreement is not transferable or assignable without the prior written approval of DocuSign and any attempt to transfer or assign any rights, duties or obligations under such contract without such approval shall be void.

All rights and remedies, whether conferred hereby or by any other instrument or law shall be cumulative. Failure by either party to enforce any contract terms shall not be deemed a waiver of future enforcement of that nor of any other term. If any provision of this contract is held invalid under any applicable statute or rule of law, such invalidity shall not affect other provisions of this contract which can be given effect without the invalid provisions and to this end, the provisions of this contract are declared to be severable. The parties agree to substitute any invalid terms with enforceable terms which most nearly reflect the parties’ original intentions.

14. FIELD TRIALS

Trial periods will not exceed 30 days. Trial periods extending beyond 30 days will be billed at the Product’s standard monthly rental charge plus all return shipping costs. The prospective Purchaser will be fully liable for all repair charges which are a result of damages which occur to the Product while in their possession.

15. ATTORNEY’S FEES

In the event of any suit arising under this agreement the prevailing party shall recover all of its attorney fees, costs, and expenses.

16. SOFTWARE PRODUCTS

All DocuSign software products are licensed pursuant to the terms of DocuSign’s standard End User License Agreement (“EULA”), a copy of which accompanies these standard terms and conditions, and is available from DocuSign prior to purchase. In the event of any express conflict between the DocuSign EULA and these terms and conditions, the terms of the EULA shall control.

DOCUSIGN, INC.

End User Software License

v151015

License Agreement. The following license agreement is issued by and on behalf of DocuSign, Inc. and its affiliates, (collectively “DocuSign”). All updates and corrections provided to Licensee shall become part of the Software and shall be governed by the terms of this License Agreement.

1. Grant of License: This is a License Agreement and not a sale of the Software. DocuSign grants the purchaser (the “Licensee”), a non-exclusive right to access and use of the Software, as follows:

(i) for multiple user licenses purchased by a single entity, the Software may be copied by the Licensee’s network administrator solely for use by the individuals authorized by the network administrator, provided that the number of Licensee’s authorized users is no greater than the number of licenses purchased by Licensee. (ii) for a single user license, Licensee may use the Software on one single computer, at a single location within the territorial boundaries of the country where this Software was delivered to Licensee.

2. Ownership: Although Licensee is owner of any physical media on which Software is recorded or fixed, DocuSign together with its licensors, own all right, title, and interest including all worldwide copyrights in the Software. All trademarks, service marks, copyrights, trade secrets and other know how in or related to the Software are and will remain the exclusive property of DocuSign and its licensors, whether or not specifically recognized or perfected under local applicable law. Licensee will not acquire any right in the Software except the limited use rights specified in this Agreement.

3. License Conditions: The grant and continuation of this license is conditioned on (i) Licensee’s compliance with all of its terms and conditions (ii) payment of all license fees when due, and (iii) in the event Licensee’s payment for use of this Software is determined by the number of digital signatures or number of users created by the Software during a given period of time, Licensee shall grant DocuSign access to Licensee’s Software logs on a quarterly basis to audit the number of signatures and/or number of users created by Licensee with the Software.

4. Copy Restrictions: All copyrights in the Software are the property of DocuSign. Unauthorized copying of Software Programs and all accompanying user manuals and written material concerning the Software (the Documentation) is expressly forbidden. Licensee may be held legally responsible for any copyright infringement which is caused or encouraged by failure to abide by the terms of this License.

5. Transfer Restrictions: The License is personal to the Licensee. Licensee shall not copy, disclose, use, license, sell or otherwise transfer or use all or any part of the Software or Documentation without the prior written permission of DocuSign.

6. Modifications: Licensee agrees not to modify, adapt, decompile, disassemble, merge or reverse engineer DocuSign’s Software.

7. Use Restrictions: The Software is not designed, tested, manufactured or intended for operation or use in any inherently dangerous, life endangering or life support applications, including but not limited to nuclear facilities or the flight, navigation or communication of aircraft, ground support equipment or life systems monitoring. Licensee represents and warrants that it will not use the Software for such applications. Licensee agrees that DocuSign is not and shall not be held liable, in whole or in part, for any claims or damages arising from such use, and that Licensee shall indemnify and hold DocuSign harmless from any claims for loss, cost, damage, expense or liability arising out of or in connection with any such use and performance.

8. Export Control: Licensee acknowledges that he is aware that the Software is subject to export control, and under terms of this control the Software should be used only for the purposes granted in this License, by the Licensee or employee of Licensee, within the territorial boundaries of the country where this Software was delivered.

9. Termination: The License is effective until terminated. This License will terminate automatically without notice from DocuSign if the Licensee violates or fails to comply with any provision of this License. Upon termination of this Agreement Licensee shall (A) return to DocuSign all copies of the Software or shall certify that all copies of the Software have been destroyed (B) Destroy any Documentation that accompanies the Software.

10. Limited Warranty and Disclaimer of Liability DocuSign warrants that (A) Any media on which Software was distributed will be free from physical defect, and (B) the Software will operate substantially in accordance with the User Manual, for a period of ninety (90) days after its delivery to Licensee. This Limited Warranty does not apply to defects due directly or indirectly to misuse, abuse, negligence, accident, repairs or alterations made by Licensee or anyone else other than DocuSign or if copyright notices or Serial Numbers have been removed or defaced.

EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT, ALL WARRANTIES OF ANY KIND EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. DOCUSIGN SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES RESULTING FROM ANY DEFECT IN THE PRODUCT OR ITS DOCUMENTATION INCLUDING DAMAGES FROM LOSS OF DATA, DOWNTIME, GOODWILL, DAMAGE TO OR REPLACEMENT OF EQUIPMENT OR PROPERTY, AND ANY COSTS OF RECOVERING, REPROGRAMMING, OR REPRODUCING ANY PROGRAM OR DATA USED WITH DOCUSIGN'S PRODUCTS, EVEN IF DOCUSIGN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Licensee’s Exclusive Remedy For Breach Of Warranty Licensee's exclusive remedy for any claims for breach of DocuSign’s warranty shall be to first notify DocuSign within the warranty period and return the Software and media to DocuSign. At its option, and in its sole discretion, DocuSign shall then (i) repair or replace the non-conforming Software or media, or (ii) refund the purchase price or fee paid by Licensee.

12. Limitation of Liability Licensee agrees that DocuSign's liability, whether arising out of contract, negligence, strict liability, warranty, or any other cause of action, shall not exceed any amount paid by Licensee for this Software. Any written or oral information or advise given by DocuSign's dealers, distributors, OEM customers, agents or employees will in no way increase DocuSign's liability, nor may Licensee rely on such written or oral communication.

13. General Provisions This agreement between DocuSign and Licensee, cannot be modified by any other documents, verbal discussions or customary practice, including purchase orders, advertising or other representations of anyone, unless a written amendment making specific reference to the terms of this License is executed by one of DocuSign’s officers which are being modified. Any controversy or claim arising out of or relating to this License Agreement, or breach thereof, shall be settled by arbitration in San Francisco County, California This agreement shall be governed by and construed in accordance with the laws of the State of California without regard to any rules of conflicts of laws that might otherwise apply.

DOCUSIGN, INC. (DocuSign)

Support and Maintenance

Summary

ARX SUPPORT AND MAINTENANCE AGREEMENT

Terms and Conditions

DocuSign agrees to provide Support and Maintenance on the following Terms and Conditions for DocuSign Products purchased from DocuSign or one of its authorized resellers:

Payment of Annual Fee And Term Of Coverage

The support and maintenance fee is payable annually, and must be paid at the time of Product purchase and prior to commencement of the initial maintenance period and prior to each subsequent renewal period, in full and without offsets. No support and maintenance services are provided to Customers beyond the standard warranty period following receipt of Product unless the annual support and maintenance fee has been paid to DocuSign at the time of product purchase, and prior to each anniversary date thereafter of the Product purchase.

Fee Amount And Payment

The annual Support and Maintenance is 20% of the Products’ list price including hardware, software, licenses, optional features, and professional-services-work Product (if applicable), regardless of special discounts given at time of sale. In the event a Customer chooses to terminate this Agreement prior to expiration of the then current annual period, no refund or other credit will be owed by DocuSign.

Payment for all invoiced amounts is due prior to the commencement of coverage, and prior to each anniversary date thereafter. Customer shall make all payments due to DocuSign without any offset or deduction whatsoever. Any invoiced amount which is not paid when due shall bear a late fee at the rate of ten percent (10%) per annum, or the maximum rate permitted by applicable law, whichever is less.  If Customer fails to pay any invoice when due, or DocuSign has reasonable grounds to question Customer’s creditworthiness, then DocuSign reserves the right to withhold further services until Customer re-establishes its creditworthiness to DocuSign’s reasonable satisfaction.

If Customer’s payment of an invoice is overdue, DocuSign may terminate the Agreement immediately, subject to sending a written notice of termination to Customer. Any future services DocuSign agrees, in its discretion, to provide will be billed on a per incident basis.

Scope Of Services

Payment of the annual Support and Maintenance Fee entitles the Customer to help desk support and Product maintenance, software bug-fix patches, updates, and special discounts on software upgrades. Customer will be assigned an DocuSign account manager to serve as direct point of contact and supervise all maintenance and support requests.

Hardware maintenance includes either repair or replacement of defective hardware, at DocuSign’s discretion, and return shipment to Customer within 7 days of receipt by DocuSign.

This Agreement does not cover any pre-existing defects in Products which are out of warranty prior to the commencement of coverage.

This Agreement does not cover any Products, or versions of Products, which are no longer offered by DocuSign for general commercial availability (otherwise known as “End Of Life”). In the event any Products are withdrawn due to their EOL during the current annual Term of this Agreement, DocuSign will continue providing support until expiration of the current annual Term. Customers are encouraged to search DocuSign’s web site or contact their DocuSign sales representative to determine whether any of Customer’s Products have reached their EOL. DocuSign’s receipt of Support and Maintenance Fees for Products that have already reached their EOL does not constitute an agreement to extend this Term of coverage. Any support offered by DocuSign for Products that have already reached their EOL will be offered at DocuSign’s sole discretion and if offered will be provided “as is” without warranty of any kind related to the service(s) and/or Product(s).

The services and remedies offered under this Agreement are exclusive of all other remedies for Product defects which may arise during the Term of coverage. All services and remedies are offered on a “reasonable commercial efforts” basis, and DocuSign does not guarantee that all bugs and errors can be remedied.

Service Level

Escalated responses will be provided within 8 business hours after support requests are received by DocuSign.

Warranty – Hardware Products

DocuSign’s limited warranty is in place for as long as the support and maintenance fee payments to DocuSign are current. Warranty covers DocuSign Products purchased from DocuSign or DocuSign-authorized reseller.

Warranty does not cover:

• Battery (beyond 90-days)

• Damage resulting from improper handling, lack of care or accidents

• Any consequential damage resulting from failure to use or maintain the Product in accordance with the Product’s documentation

DocuSign’s sole responsibility is, at DocuSign’s option, the repair, correction of error, or replacement of the defective hardware Product. Warranty automatically becomes void in the event of servicing or repair of the Product by any person not duly authorized by DocuSign.

In the event of Product failure, Customer shall first notify DocuSign’s account manager. Customer shall make all reasonable efforts to troubleshoot and document the Product failure in accordance with DocuSign’s recommendations prior to requesting replacement or repair of any Product covered under this Agreement. Customer’s failure to implement DocuSign’s recommendations may result in limited services, denial of services or additional costs incurred by the Customer under this Agreement.

Hardware Returns

Prior to return of hardware Products, the Customer is obligated to first obtain a Return Material Authorization (RMA). If hardware components are deemed faulty by DocuSign, DocuSign will issue a RMA and return instructions. The Customer will ship the faulty hardware with the RMA# to DocuSign, and upon receipt DocuSign will then ship a replacement unit to the Customer within seven (7) days.

Customer shall arrange and pay for all costs of returning the Products to DocuSign. For Products destined outside the United States, Customer shall also pay for all costs incurred in returning the Product to Customer’s location, including transportation, import fees, duties and taxes, if any.

Warranty - Software (Firmware and Applications)

Program Errors.  DocuSign will use reasonable efforts to fix all reproducible defects that cause a material failure of Product software to function substantially in accordance with the user documentation (“Program Error”). A reproducible defect shall mean a defect that DocuSign can reproduce using the current version of the software offered by DocuSign for general commercial availability. Each report of a Program Error must be accompanied by sufficient information to enable DocuSign to reproduce and verify the Program Error, including but not limited to the input data that generated the Program Error. Once DocuSign has received all such information, DocuSign will begin using commercially reasonable efforts to reproduce the Program Error. Remedies may include, without limitation, DocuSign’s instructions for curing the Program Error or delivering a newer version of the software. DocuSign disclaims any representation or warranty that any or all Program Errors can or will be remedied.

Patches And Updates. DocuSign will supply at no additional charge, the object code (machine executable) versions of all software Products and firmware incorporated in Products, and all supporting documentation, that are developed by DocuSign to correct any Program Error (Patches) or improve existing functionality in the Products (‘Updates”) when they are released by DocuSign for general commercial availability. Updates are customarily designated with a version number that differs from that of the prior version in the number to the right of the decimal point (e.g., 2.0 vs. 2.1). Customer agrees to promptly install all Updates prior to requesting any further service for Program Errors. In the event Customer reinstates a Support and Maintenance Agreement following a suspension of service, for any reason other than default in payment, Customer may receive all Updates to the Products provided it pays all accumulated support and maintenance fees covering the period of suspension.

Upgrades. DocuSign will provide Customer with written notice of the pending release of object code (machine executable) versions of software Products and firmware incorporated in Products that are developed by DocuSign to add functionality or improvements, other than corrections of Program Errors (“Upgrades”). Upgrades are customarily designated by a version number that differs from that of the prior version in the number to the left of the decimal point (e.g. 2.0 vs. 3.0). DocuSign’s notice will include a quotation for the fees and royalties for each such Upgrade, which Customer may accept by submitting a purchase order for DocuSign’s acceptance. DocuSign’s obligation to offer Upgrades applies only to Upgrades that have been released by DocuSign for general commercial availability. DocuSign is under no obligation to develop or release any Updates or Upgrades.

Revisions

DocuSign reserves the right to modify these Terms and Conditions at any time, provided they shall not go into effect until the first anniversary date following DocuSign’s publication of revised terms on its web site. Customer is responsible for reviewing DocuSign’s web site to determine whether any revisions have been made prior to the next anniversary of Customer’s product purchase and, if so, Customer’s continued payment of the Support and Maintenance Fee shall be deemed Customer’s acceptance of any such revisions.

DocuSign Support Contact Details

USA:               (866).219.4318 | docusign.comInternational:  +44 203 510 6500 | docusign.co.uk

Please use DocuSign's support-request form as it provides us necessary details of issues you may be experiencing: (https://support.docusign.com/contactSupport)