SERVICE SCHEDULE FOR DOCUSIGN INSIGHT AND DOCUSIGN ANALYZER

Service Schedule version date: February 15, 2023

Unless otherwise defined in this Service Schedule for Docusign Insight and Docusign Analyzer (the “Service Schedule”), capitalized terms will have the meaning given to them in the Agreement.

1.  DEFINITIONS

“Analytics Data” means any data, output, insights, or other information generated or derived from: (i) Customer’s and Authorized Users’ use of the Docusign Services; and (ii) Customer Data, in each case derived or aggregated in de-identified form.

“Analytics Services” means Docusign Insight and, where applicable, Docusign Analyzer services.

“Docusign Analyzer” means the Docusign Service that may be purchased as an add-on to Docusign Insight, consisting of software applications and platform solutions provided over the internet that enable Customer and its Authorized Users to perform contract analytics on pre-execution eDocuments.

“Docusign Insight” means the Docusign Service consisting of software applications and platform solutions provided over the internet that enable Customer and its Authorized Users to find, filter and analyze eDocuments.

“Internal Business Purposes” means the processing by the Analytics Services, in the ordinary course of Customer’s business, of eDocuments belonging to Customer, Customer’s Affiliates, and their respective clients; provided, however, that in no event may Customer’s or Customer’s Affiliates’ clients be provisioned as an Authorized User of the Analytics services or otherwise be provided access to the Account.

2. ADDITIONAL USAGE TERMS AND LIMITATIONS

2.1Docusign provides the Analytics Services, and Customer’s use of any output from the Analytics Services, is subject to Customer acknowledging and agreeing to the following conditions:

(a) Customer shall only access and use the Analytics Services for Customer’s and Customer’s Affiliates’ Internal Business Purposes;

(b) Customer shall not use the Analytics Services or any portion thereof for commercial sale, sublicense, lease, access or distribution, including without limitation to provide processing services to third parties;

(c) Customer shall not modify, decompile, disassemble, or reverse engineer the Analytics Services and shall not create derivative works of the Analytics Services (except to the extent, if any, that applicable law prohibits restrictions on such activities);

(d) Customer acknowledges and agrees that neither Docusign nor the Analytics Services are providing Customer with legal advice and that Customer shall consult its own legal subject matter expert as needed as determined by Customer in Customer’s sole discretion; and

(e) Customer shall not use the Analytics Services or Analytics Data to train, calibrate, or validate, in whole or in part, any other systems, programs or platforms, or for benchmarking, software-development, or other competitive purposes.

2.2 Notwithstanding anything to the contrary in the Agreement, Docusign may collect, store and use Analytics Data in providing the Docusign Services, supporting Customer’s use of the Docusign Services, improving Docusign products and services, and as part of Docusign’s business operations. Customer may use Analytics Data provided or made accessible by Docusign only for Customer’s Internal Business Purposes in connection with Customer’s use of the Docusign Services and subject to the restrictions set forth in Section 2 of this Service Schedule. This Section 2 shall survive termination or expiration of the Agreement.

3. SUBSCRIPTION PLANS AND FEES. Docusign Insight and Docusign Analyzer are each made available based on a prepaid subscription and are subject to any additional restrictions that may be set forth on the applicable Order Form(s). A subscription to Docusign Insight or Docusign Analyzer may be based on Seat Allowance (defined below) and/or Document Count (defined below), as specified on the applicable Order Form(s).

3.1 Docusign Analyzer. Docusign Analyzer is sold based on a Seat Allowance.

(a) “Seat Allowance” means the maximum number of Authorized Users that Customer may have registered in its Docusign Analyzer Account at a given time. Authorized Users are assigned by Customer’s Account Administrator. For clarity, Authorized Users may be referred to as “Seats” on an Order Form. No two individuals shall log onto or use Docusign Analyzer as the same Authorized User, but Customer, through its Account Administrator, may unregister individuals who are Authorized Users and replace them with new individuals as Authorized Users without penalty, so long as Customer does not exceed the Seat Allowance.

(b) Overages. If Customer, through its Account Administrator, adds more Authorized Users than permitted under the Seat Allowance, then Customer shall be charged for one additional Seat for each additional Authorized User for the remainder of the Term on a pro rata basis, calculated based on the amount of time remaining in the Term, at the then-current list price for Users of the applicable subscription type (or such other amount as may be specified on the Order Form). Such charges would be immediately due and payable at the time the additional Authorized User(s) was added.

3.2 Docusign Insight. Docusign Insight is sold based on Document Count.

(a) “Document Count” means the number of eDocuments held within or processed by Docusign Insight that is the sum of: (i) the number of unique eDocuments held within all of Customer’s Docusign Insight instances at any one time; and (ii) the number of eDocuments held in Customer’s Docusign Insight instances that Customer exported or downloaded and then deleted from such instances during the applicable Term. For clarity, Document Count may be referred to as “Per Agreement” pricing on an Order Form.

(b) Overages. If Customer holds or processes eDocuments in Docusign Insight in excess of the permitted Document Count specified on the applicable Order Form(s), then Customer shall be charged a per-eDocument overage fee for each eDocument held or processed in excess of the permitted Document Count at the then-current list price for the applicable subscription type (or such other amount as is specified on the Order Form). Such overage charges would be invoiced monthly in arrears.

(c) For the avoidance of doubt, eDocuments used solely for Docusign Analyzer shall not count against the Document Count for Docusign Insight.