Ingram Micro Cloud Marketplace (US) Additional Terms and Conditions for DocuSign™ eSignature Services
Last Updated: October 2, 2017
These Ingram Micro Cloud Marketplace (US) Additional Terms and Conditions for DocuSign ESignature Services and Appendix A ("Additional Terms and Conditions"), apply to your ("Reseller", "You", or "Your") marketing and/or resale of DocuSign's ("Vendor") ESignature subscription service(s) ("Service(s)") and to the use of such Services Your customers ("End Customers").
- Term and Termination
Services start once provisioned through the marketplace. You may cancel the Services through the marketplace so long as no Service commitments are active hereunder (i.e. You or one or more of Your customers are employing any active Services). You may only terminate the Service if there are no existing term commitments for Services. If You or Your customer terminates its use of a Service prior to the expiration of the term commitment for the selected service, You will remain responsible to Ingram Micro for all remaining and accrued charges for such Service pursuant to the selected term commitment.
Services may be purchased on an annual subscription basis ("Annual Subscriptions"). Services will auto renew for additional one year periods, unless You cancel the Services prior to the expiration of the then current term commitment for the selected Service. Annual Subscriptions must be pre-paid, may not be cancelled by You or the End-Customer and there are no refunds absent a material breach by the Vendor of the End Customer Terms.
You agree to pay the fees and charges for the Services as outlined in the registration process and that appear on the Site, as may be amended from time to time. If You or Your customer exceeds the usage limits applicable to the Service Subscription, You agree to pay for the fees and charges for such over usage. For any extension of a Subscription term or the provisioning of a Service(s) upgrade, the then-current price for Services will apply unless otherwise mutually agreed in writing by You and Ingram Micro. Ingram Micro, may, from time to time in its sole discretion, change the fees it charges for the Service. Any increase in the fees will take effect at the beginning of the new Subscription term. Ingram Micro will notify You of any such changes by updating the Site or sending notice by e-mail or regular mail.
- Territory Restriction
You may only resell and/or market the Services in the United States.
All purchases are subject to the sales terms set forth at https://us.cloud.im/legal ("General Terms of Service") and service setup information, including but not limited to pricing, (where applicable) set forth in the marketplace and this Additional Terms and Conditions. For the avoidance of doubt, notwithstanding the presence or acceptance by Ingram Micro of Your order, such will be for administrative purposes only and the parties agree that the governing terms and conditions will be those set forth at https://us.cloud.im/legal and these Additional Terms and Conditions, unless otherwise agreed to in writing by Ingram Micro and You.
Ingram Micro may at any time modify these Additional Terms and Conditions. You and Your customers must regularly monitor the Site for any such modifications. The modified terms and conditions will be effective immediately after it is posted on the Site. Your purchase and resale of the Services and You and Your customers' use of the Services after any such modification will be deemed acceptance of such modification.
Reseller Additional Terms and Conditions for DocuSign Service Subscriptions
Upon request You will provide reasonable information regarding Your End Customers and their use of the Services to Vendor. If Vendor reasonably objects to any End Customer (for example, if it reasonably suspects that an End Customer is engaging activities that violate the law), You will promptly cease Reselling the Services to such End Customer. Vendor reserves the right in its sole discretion to refuse to do business with any End Customer or You.
You will not interfere with an existing relationship between Vendor and an End Customer, or prevent Vendor from entering into a direct relationship with an End Customer in the future.
Unless otherwise agreed by Vendor in writing, You will not sell a Subscription for Services with a term that exceeds two years.
Vendor has the right to maintain a database of End Customer contact and usage information and to provide notices to the End Customers as it deems reasonably necessary.
You agree Vendor may terminate an End Customer's access to the Services if You breach the terms set forth herein or End Customer breaches the End Customer Terms, and neither You nor End Customer will be entitled to a refund. Once the Services have been provisioned to the End Customer, You may not cancel an order for such Services except for an uncured material breach between Vendor and End Customer.
You agree Services offerings may be terminated by Vendor with a 3 month notice to the end of a month. Any Services already Resold by You or purchased by Your End Customers which exceed the notice period shall be observed until the agreed Subscription term ends (individually for each of such Subscription Service) even if such Subscription term exceeds the date of termination; provided, however, if termination of an offering of certain Services is necessary in order to address a security risk or required by law enforcement, such Services may be changed or terminated immediately upon notice.
If an End Customer does not renew their agreement for Services through You, End Customer may purchase Services directly from Vendor without liability to You.
You will follow the then current Vendor process to allow End Customers' Accounts to be created and provisioned.
You acknowledge and agree Vendor, its affiliates or its licensors own all right, title and interest in and to any and all copyrights, Trademark rights, patent rights, database rights and other intellectual property or other rights in and to the Services, any improvements, design contributions or derivative works thereto, and any knowledge or processes related thereto and/or provided hereunder. Your rights with respect to the foregoing are limited to the right to Resell the Services that are granted under these Additional Terms and Conditions for the purposes contemplated herein, and no other. All right, title, and interest in and to Vendor's technology and intellectual property will remain solely with Vendor. You will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from or about any of the Services or technologies. Vendor reserves all rights not granted herein.
You will provide level 1 support to End Customers that includes basic customer service and support, such as providing general product and purchase information and responding to basic questions about product functions, such as logging in and resetting lost passwords. For all other support please contact Ingram Micro. Standard minimum technical support requirements by You are hotline and e-mail support during usual business hours.
You will not make any warranties or representations on behalf of Vendor or the Services nor make any derogatory or disparaging statements regarding Vendor or the Services.
Services Types. Unless otherwise set forth in a schedule or exhibit, the Services are sold on a Subscription basis and may be limited by usage ("Envelope Allowance"), or by the number of Seats, or both, as further described below. The type of Subscription for the applicable Services is set forth as follows:
Envelope Allowance Subscription. Under an Envelope Allowance Subscription, End Customer is allowed to send the number of Envelopes in the Envelope Allowance specified in the order during the Subscription term. All Envelopes sent in excess of the Envelope Allowance will incur a per-Envelope charge that will be invoiced to You on a monthly basis. The total number of Envelopes used is the sum of all Envelopes that have been sent for signature or for certified delivery from the Account. An Envelope will be deemed consumed at the time it is sent by an Authorized User, whether or not it has been received by any recipients or any recipients have performed any actions upon any eContract in the Envelope. Powerforms are considered Envelopes within an Envelope Allowance Subscription, and will be deemed consumed at the time they are "clicked" by any End Customer regardless of whether or not any actions are subsequently performed upon such Envelope.
Seat Subscription. Under a Seat Subscription, End Customer is allowed to manually send Envelopes from the number of Seats specified in the order during the Subscription term. If the number of Envelopes sent from a particular Seat or a group of Seats is abusive and/or unduly burdensome (indicating Automated Processing), Vendor will promptly notify Reseller and the parties will review the use-case scenario as well as any continued monitoring and additional Seats that may be required to be purchased. The number of Seats is determined by the total number of active Authorized Users listed in the membership of an Account at any one time. No two individuals may log onto or use the Subscription Service as the same Authorized User, but End Customer 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 is equal to or less than the number of Seats purchased. The addition by End Customer of more Authorized Users than the number of Seats purchased in a schedule will result in an additional charge for one Seat per additional Authorized User for the remainder of the Term, to be invoiced immediately to You.
You may determine, at Your discretion, the price to be charged to End Customers for the Services that You Resell, however You will not advertise a price for the Services that is lower than the price You purchased the Services from Ingram Micro.
All End Customer data must be retrieved by End Customer prior to termination of the Subscription. Upon written request End Customer data will be provided to End Customer by Vendor in the format such data was provided or, at Vendor's option, generally readable in other systems.
You may request transition assistance from Vendor for End Customer transition and migration support at Vendor's then current rate for such transition and migration support. You or End Customer must request End Customer transition and migration support from Vendor, prior to termination of the Subscription.
You acknowledge and agree that You are not a third party beneficiary to any agreements between Vendor and Ingram Micro or Vendor and the End Customer and have no standing or rights under said agreements. Provided You are in compliance with the General Terms of Service and these Additional Terms and Conditions and have agreed to the license and guidelines set forth at http://www.docusign.com/IP, You may distribute Services under Vendor's label and by using Vendor's Trademarks with reference to Vendor.
SUBJECT TO ANY STATUTORY WARRANTIES THAT CANNOT BE EXCLUDED, VENDOR MAKES NO WARRANTIES WITH RESPECT TO ITS TECHNOLOGY, PRODUCTS OR SERVICES, OR ANY OTHER ITEMS OR MATERIALS PROVIDED OR MADE AVAILABLE BY SUCH VENDOR PURSUANT TO THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE AND PARTY'S TECHNOLOGY, PRODUCTS OR SERVICES ARE SUPPLIED "AS IS", "WHERE IS" AND "WITH ALL FAULTS". YOU HAVE NO RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE VENDOR TO ANY THIRD PARTY.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY. IN THAT CASE SUCH WARRANTIES ARE LIMITED IN DURATION TO THE MINIMUM PERIOD REQUIRED BY LAW. NO WARRANTIES APPLY AFTER THAT PERIOD. YOUR OR END CUSTOMER HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
You acknowledge that Vendor is a third party beneficiary to: (i) the Additional Terms and Conditions; (ii) any agreement between You and End Customer having impact on Vendor or the Services; and (iii) Vendor accepts such designation as a third-party beneficiary.
In the event of a conflict between the General Terms of Service and these Additional Terms and Conditions, the Additional Terms and Conditions will govern as to the subject matter of the Additional Terms and Conditions.
You will indemnify, defend and hold Vendor harmless and pay all costs (including reasonable attorney's fees) for any cause of action arising under the General Terms of Service (including these Additional Terms and Conditions).
DEFINITIONS. The following capitalized terms used in this Additional Terms and Conditions will have the following meanings:
"Account" means a unique account established by or for an End Customer to enable its Authorized Users to access and use the Services and, where applicable, other Vendor product.
"Authorized User" means any employee or agent of End Customer, identified by a unique email address and password, who is registered under the Account.
"Automated Processing" means the processing of Envelopes using automated batch or bulk sending operations, or the use of the Vendor API for sending Envelopes.
"End Customer"has the meaning given to that term in the first paragraph of the Additional Terms and Conditions.
"Envelope" means an electronic record containing electronic documents consisting of a single page or a group of pages of data uploaded to the Service, as may be further described in the applicable schedule or provisioning request.
"Seat" means a natural person manually preparing and sending Envelopes, and excludes Automated Processing.
"Subscription" means the right of End Customers to use the Services for a period of time.
"Services" has the meaning given to that term in the heading of the Additional Terms and Conditions.
"Resale", "Resell" or "Resold" means the sale and/or marketing of the Products and Subscription Service to an End Customer directly by Reseller where Reseller contracts directly with the End Customer for the order and invoices such End Customer.
"Trademarks" means all trademarks, service marks, logos, brand names, trade names, domain names and/or slogans used by Vendor in connection with the Services provided under the Additional Terms and Conditions from time to time (whether registered or unregistered).