SERVICE SCHEDULE for DOCUSIGN INSIGHT AND DOCUSIGN ANALYZER
Service Schedule version date: March 15, 2022
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 Services” means DocuSign Insight and, where applicable, DocuSign Analyzer services.
“Analytics Data” means, without limitation, any data, information, insights, or output generated or derived from Customer’s use of the Analytics Services, and any data models created, derived from, adapted, enhanced, or developed by DocuSign using Customer Data and Customers and/or its Authorized Users’ use of the Analytics Services. Analytics Data may also include any underlying data architecture, including without limitation, the data infrastructure, schema, rules, components, specifications, methods or processes and components that dictate how data interacts and is organized, calculated or translated from various sources into one or more meaningfully defined data models and related security protocols as integrated and applies at each state of data processing as related to the Analytics Services.
“DocuSign Analyzer” means the on-demand DocuSign Service consisting of DocuSign’s software application and platform solutions which Customer may purchase as an add-on to DocuSign Insight, which provides Customer and its Authorized Users the ability to perform contract analytics on pre-execution documents.
“DocuSign Insight” means the on-demand DocuSign Service consisting of DocuSign’s software application and platform solutions, which provides Customer and its Authorized Users the ability to find, filter and analyze documents.
“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
2.1 DocuSign’s provision of the Analytics Services and Customer’s use of the Analytics Services and use of any output from the Analytics Services, is conditioned on Customer’s acknowledgement and agreement to the following:
(a) Customer shall only access and use the Analytics Services for Customer 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 DocuSign nor the Analytics Services are providing Customer with legal advice and that Customer will consult its own legal subject matter expert as needed as determined by Customer in Customer’s sole discretion; and
(e) Customer will 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 DocuSign may collect and use Analytics Data for its reasonable business purposes, including developing, training, and improving its products and services. DocuSign’s automated systems may analyze Customer Data and Customer usage patterns for its reasonable business purposes, including to improve and develop DocuSign’s current and future products, services, methods, and processes. DocuSign may disclose Analytics Data only in a manner that does not identify Customer, its Authorized Users, Customer Data, or Customer Confidential Information. Customer may use Analytics Data provided or made accessible to Customer via the Analytics Services (e.g. reports) for its Internal Business Purposes and subject to the restrictions set forth in Section 2.1 of this Schedule.
3. SUBSCRIPTION PLANS AND FEES
3.1 DocuSign Analyzer. DocuSign Analyzer is sold on a Seat basis.
(a) “Seat Allowance” means the maximum number of Authorized Users (“Seats”) that Customer may have active in its Account for DocuSign Analyzer as assigned by Customer’s Account Administrator. For purposes of determining usage of Seats:
(i) The number of Seats in use is determined by the total number of Authorized Users registered in Customer’s Account with access to DocuSign Analyzer at any time during the Term.
(ii) No two individuals may log onto or use DocuSign Analyzer as the same Authorized User, but Customer through its Account Administrator may unregister or deactivate Authorized Users and replace them with other Authorized Users without penalty, so long as the number of active Authorized Users registered at any one time does not exceed the number of Seats purchased.
(b) Overages. If Customer through its Account Administrator adds more Authorized Users than the amount permitted under the Seat Allowance, then Customer hereby agrees that additional charges of one Seat per additional Authorized User for the remainder of the Order Form term will become immediately due and payable. Additional Seats will be charged as a pro-rata portion (calculated based on the amount of time remaining in the Order Term) of the then-current list price for Seats under the applicable subscription type, or such other amount as is specified in the Order Form.
3.2 DocuSign Insight. DocuSign Insight is sold on a Document Count basis.
(a) “Document Count” means the number of documents held within or processed by DocuSign Insight that is the sum of: (i) the number of unique documents held within all of Customer’s DocuSign Insight instance(s) at any one time; and (ii) the number of documents held within all of Customer’s DocuSign Insight instance(s) that Customer exported or downloaded and then deleted from the DocuSign Insight instance(s) during the applicable term. Document Count may be expressed on an Order Form as “Per Agreement”.
(b) Overages. Customer hereby agrees that all documents held within or processed by DocuSign Insight in excess of the Document Count allowance during the term of the Order Form will incur a per-Document Count overage charge at the then-current list price for the applicable subscription type, or such other amount as is specified in the Order Form. Document Count overage charges will be invoiced monthly in arrears.
(c) For the avoidance of doubt, documents used solely for DocuSign Analyzer shall not count against the Document Count for DocuSign Insight.