If your use of DocuSign violates the terms or causes a third-party claim against DocuSign, you are responsible for paying DocuSign's legal costs and any damages that result.
This analysis describes what DocuSign's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
This indemnification clause establishes a cost-shifting mechanism whereby users bear the financial burden of defending DocuSign in disputes related to their own conduct or service usage. This structure allocates litigation risk and expense to the user rather than to DocuSign.
If another party sues DocuSign because of something you did on the platform, you could be required to cover DocuSign's legal defense costs and any resulting damages, which could be substantial depending on the nature of the claim.
How other platforms handle this
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You agree to indemnify, defend, and hold harmless Roblox and its officers, directors, employees, agents, licensors, and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or re...
You agree to indemnify, defend, and hold harmless OpenAI and its affiliates, officers, directors, employees, agents, and licensors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to your use of the Servi...
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"You will indemnify, defend and hold harmless Docusign and its officers, directors, employees, agents, suppliers and licensors (collectively, the 'Docusign Parties') from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services.— Excerpt from DocuSign's DocuSign Terms and Conditions
(1) REGULATORY LANDSCAPE: User indemnification clauses are standard in B2B SaaS agreements and are generally enforceable in the US. In consumer-facing contexts, broad indemnification obligations may face scrutiny under state consumer protection statutes or unfair terms doctrines, particularly where the scope is not clearly limited to user misconduct. (2) GOVERNANCE EXPOSURE: Medium. The indemnification obligation covers violations of the terms and use of the services broadly, which could be interpreted to include inadvertent or technical violations. The absence of a materiality threshold or bad faith requirement in the clause as stated creates exposure for users who may not realize their conduct triggers indemnification. (3) JURISDICTION FLAGS: EU jurisdictions may treat broad consumer indemnification clauses as unfair under the Unfair Contract Terms Directive. California and other states have consumer protection doctrines that could limit enforcement of indemnification provisions that are not clearly and conspicuously disclosed. (4) CONTRACT AND VENDOR IMPLICATIONS: Enterprise legal teams should assess whether this indemnification is mutual or one-sided, and negotiate mutual indemnification provisions in any MSA. The standard indemnification here runs only from user to DocuSign; B2B customers should confirm what indemnification DocuSign provides for its own service failures or intellectual property claims. (5) COMPLIANCE CONSIDERATIONS: Legal teams should assess the breadth of the indemnification against the organization's insurance coverage, particularly for technology errors and omissions and cyber liability policies. Use cases involving third-party document execution on behalf of clients may create particular indemnification exposure.
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This indemnification clause establishes a cost-shifting mechanism whereby users bear the financial burden of defending DocuSign in disputes related to their own conduct or service usage. This structure allocates litigation risk and expense to the user rather than to DocuSign.
If another party sues DocuSign because of something you did on the platform, you could be required to cover DocuSign's legal defense costs and any resulting damages, which could be substantial depending on the nature of the claim.
ConductAtlas has identified this type of provision across 5 platforms. See the full comparison.
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