SERVICE ATTACHMENT of DOCUSIGN SERVICE LEVEL AGREEMENT for DOCUSIGN TRANSACTION ROOMS

This Service Attachment was last updated on: July 1, 2017

This Service Attachment of DocuSign Service Level Agreement for DocuSign Transaction Rooms (“SLA”) is made part of the Agreement between DocuSign and Customer for the use of the DocuSign Transaction Rooms to which Customer has subscribed to in an Order Form with DocuSign. This SLA applies separately to each DocuSign Transaction Rooms 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 DocuSign Transaction Rooms. 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 Transaction Rooms 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.

2.     DEFINITIONS

“Unavailable Time” means when the DocuSign Transaction Rooms 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 apply to 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 Transaction Rooms. 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. DocuSign will display alerts of the dates and times for Scheduled Maintenance within the DocuSign Transaction Rooms Service.

“Service Level Credits” mean a dollar credit against amounts payable by Customer to DocuSign for DocuSign Transaction Rooms.  Service Level Credits are computed as a percentage of the pro-rated fees for the DocuSign Transaction Rooms 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 will be entitled to, 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:

3.2  The Service Level Credits are calculated by applying the Service Level Credit percentage against one-twelfth of the annualized subscription fees paid to DocuSign. The Service Level Credits will be applied against the next payment due to DocuSign for DocuSign Transaction Rooms.  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  DocuSign will monitor its actual performance of DocuSign Transaction Rooms against the Unavailable Time.

3.4  If a single incident gives rise to multiple occurrences of Unavailable Time, as determined by DocuSign in its reasonable judgment, then Customer will only be entitled to a Service Level Credit for the Unavailable Time that is associated with the largest Service Level Credit.

3.5  DocuSign will be excused from Unavailable Time occurrences, and Customer will not be entitled to any Service Level Credit, that is caused by: (a) acts or omissions of Customers, 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.

3.6  The Service Level Credits will constitute Customer’s sole and exclusive remedy for any unavailability or non-performance of DocuSign Transaction Rooms or other failure by DocuSign to provide DocuSign Transaction Rooms.