DocuSign Inc. Developer Terms and Conditions
DEVELOPER TERMS AND CONDITIONS
These Terms and Conditions (“Agreement”) govern You and Your employees, agents, contractors and any other entity on whose behalf You accept these terms (collectively “You” and “Your”) access to and use of the DocuSign Developer Tools and/or Services. If you access and/or use DocuSign Developer Tools and/or Services, including by purchasing a subscription or by completing an Order Form, You accept this Agreement. Additional terms may apply to the use of DocuSign Developer Tools and/or Services depending on the point of access or nature of the subscription. If You are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to this Agreement. Additional terms may apply to Your use of the DocuSign Developer Tools and/or Services depending on the point of access or nature of the subscription. This Agreement, WHICH INCLUDES A MANDATORY ARBITRATION REQUIREMENT IN SECTION 12.5 BELOW, constitutes a binding legal agreement between You and DocuSign, Inc. (“DocuSign,” “We,” “Us,” and “Our”). Please read the Agreement carefully and print or download a copy for Your future reference.
IF YOU DO NOT AGREE TO THIS AGREEMENT OR YOU DO NOT HAVE THE AUTHORITY TO AGREE, YOU MUST NOT ACCEPT THE AGREEMENT OR USE DOCUSIGN DEVELOPER TOOLS AND/OR SERVICES.
You agree to receive electronically all communications, agreements, and notices that We provide in connection with any DocuSign Developer Tools and/or Services (“Communications”), including by e-mail, text, in-app notifications, or by posting them on the DocuSign Site or through any DocuSign product or service. You agree that all Communications that We provide to You electronically satisfy any legal requirement that such Communications be in writing.
We may modify this Agreement or any additional terms, which are relevant to a particular product or service, to reflect changes in the law or to DocuSign Developer Tools and/or Services. We will post the revised terms on the Site (as defined in Section 1, below). PLEASE REVIEW THE SITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. IF YOU CONTINUE TO USE THE DEVELOPER TOOLS AND/OR SERVICES AFTER THE REVISED TERMS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED AGREEMENT. You agree that We shall not be liable to You or to any third party for any modification of this Agreement.
This Agreement was last updated on May 1, 2016. It is effective between You and Us as of the date You accept this Agreement.
“Account” means the Sandbox account, as further described in Section 5, established by You to enable You to access and use the Developer Tools and/or Services.
“API” means the application programming interface that supports interoperation of applications with DocuSign Signature and other DocuSign products.
“Authorized User” means any of Your employees or agents, identified by a unique email address and user name, who is registered under the Account, provided that no two persons may register or use the Developer Tools and/or Services as the same Authorized User and the number of Authorized Users will be limited to the number allowed for the Sandbox as further described in Section 5.
“Developer Tools and/or Services” means the API, software, sample code or other developer services and tools that DocuSign makes available for You to use or download and that allows You to build web and mobile applications that use content from and interact with DocuSign-branded products and services, including Our websites and electronic signature solutions.
“DocuSign Signature” means DocuSign’s on-demand electronic signature service, which provides online display, certified delivery, acknowledgement, electronic signature, and storage services for eContracts via the Internet.
“Integrator Key” (or API Key) means a GUID that is used to identify Your integration and is necessary to authenticate Your API calls.
“Order Form” means the schedule that sets forth the pricing, features and options of a purchased DocuSign Sandbox plan. An Order Form is not binding until it is duly executed by both DocuSign and You, at which point it becomes incorporated into and part of this Agreement.
“Sandbox” means the online environment where You will access the Developer Tools and/or Services and where You will test Your applications in a demonstration or non-production environment.
“Site” means DocuSign.com, DocuSign.net, a DocuSign affiliate web page, or nonproduction or demonstration environments, such as demo.docusign.net.
2. DOCUSIGN DEVELOPER TOOLS AND/OR SERVICES
2.1 During the Term and subject to this Agreement, You will have the right to register for an Account and access and use the DocuSign Developer Tools and/or Services. As a condition of Your registration, You represent that You meet the requirements for the legal age of majority in the jurisdiction where You reside and that all information You provide is correct, current and complete. Your right to use DocuSign Developer Tools and/or Services is limited to You, and You may not resell or otherwise provide or assist with the provision of DocuSign Developer Tools and/or Services for the benefit of another party or as part of a product, service or any other offering You provide to any third party(ies) or as a sublicensed arrangement.
2.2 Once You have created Your Account, You will have access to the Sandbox to test Your application. As part of Your access to DocuSign Developer Tools and/or Services and the Sandbox, You may be provided with certain content regarding DocuSign’s products and services (“DocuSign Content”) for Your use in developing web and mobile applications that integrate with or facilitate use of DocuSign Signature and related DocuSign products, including without limitation: (a) API, (b) software, (c) sample code, and/or (d) other template materials.
2.3 By accessing and using the API, You explicitly agree to comply with and be bound by the terms and conditions of this Agreement, which incorporate by reference the DocuSign API guidelines (“API Guidelines”), available at https://www.docusign.com/developer-center/documentation, and any applicable license agreement governing the software You download for use with the API (the “API Agreement”), which We may change at any time.
2.4 Once You have received an Integrator Key (per the requirements outlined in Section 3.1(ii) below), Your application will work with the DocuSign production environment, but You will not be able to directly access the production environment. All calls to the API must reference the Integrator Key issued to You as an approved licensee.
3. YOUR RESPONSIBILITIES
3.1 DocuSign’s provision of DocuSign Developer Tools and/or Services is conditioned on Your acknowledgement of and agreement to the following:
(ii) If You decide to submit Your product for production, You will be required to complete Our application review process. During the review process, We reserve the right, in Our discretion, to require You to submit information about Your application, at Your own cost, so that We may determine whether Your application complies with Our API Guidelines. If You pass the review process, We will provide You with a unique Integrator Key. We reserve the right to withhold an Integrator Key from any potential licensee in Our sole discretion and to require You to submit updated information about Your application in the event of modification.
(iii) You agree to keep Your Integrator Key confidential, and not to share it with any third party. If You believe that Your Integrator Key has been obtained by any other person or that Your account has been used in an unauthorized way, You agree to notify Us immediately at the contact information provided below in Section 12.3. All calls to the API must reference the Integrator Key issued to You as an approved licensee. You will not misrepresent or mask either Your identity or Your Integrator Key when using the API. Once You have received an Integrator Key, Your application will work with Our production environment, but You will not be able to directly access the production environment.
(iv) DocuSign reserves the right to terminate or modify, in any manner in Our sole discretion, the DocuSign Developer Tools and/or Services or the Sandbox, including any of its content, in whole or in part, with or without notice. Modifications may affect Your application and may require You to make changes to Your application at Your own cost to continue to be compatible with the API or the Developer Tools and/or Services. We will not be liable if, for any reason, all or any part of the DocuSign Developer Tools and/or Services or the Sandbox is unavailable for any time or for any period.
(vi) If You have an existing DocuSign Signature account and are using DocuSign Developer Tools and/or Services, You must still follow the requirements in Section 3.1(ii) and You will not be able to access the production environment without obtaining DocuSign’s approval (as outlined in that Section).
3.2 You may not, and You will not enable others, including other Authorized Users, to use any DocuSign Developer Tools and/or Services to:
(i) violate any law or regulation (including relevant electronic signature laws), or rights of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, or in any manner inconsistent with this Agreement or DocuSign’s other agreements to which You are subject;
(ii) promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, viruses, or other malicious programs or code, counterfeit goods, items subject to US embargo, hate materials or materials urging acts of terrorism or violence, goods made from protected animal/plant species, recalled goods, hacking/surveillance/interception/descrambling equipment, cigarettes, illegal drugs and paraphernalia, unlicensed sale of prescription drugs and medical devices, pornography, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, unlicensed trade or dealing in stocks and securities, gambling items, professional services regulated by state licensing regimes, non-transferable items such as airline tickets or event tickets, non-packaged food items, weapons and accessories;
(iii) derive income from the use or provision of the APIs, whether for direct commercial or monetary gain or otherwise, without Our prior, express, written permission;
(iv) transmit any viruses or other computer programming that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system or data;
(v) retain any copies of the DocuSign Content, other than limited intermediate copies only as necessary to perform activities permitted under this Agreement, i.e., You will delete all intermediate copies when they are no longer required for the purpose for which they were created;
(vi) make it appear or permit someone else to make it appear that DocuSign Content is available from a third party website;
(vii) separately extract and provide or otherwise use data elements from the DocuSign Content to enhance the data files of third parties;
(viii) use the API other than on an individual transactional basis, i.e., You will not permit Your users to access the DocuSign Content in bulk;
(ix) make more calls to the API than permitted by Our API Guidelines and the restrictions under this Agreement;
(x) frame any web page served by DocuSign servers, unless provided with Our prior, express, written permission; or
(xi) reproduce, modify, distribute, decompile, disassemble or reverse engineer any portion of the API or any data provided by DocuSign, or use robots, spiders, scrapers, viruses, Trojan Horses or any other technology to: (a) access or use DocuSign Content or the Services to obtain any information beyond what DocuSign allows under this Agreement; (b) change any DocuSign Content; (c) break or circumvent any of DocuSign’s technical, administrative, process or security measures; (d) disrupt or degrade the performance of the Site or the API; or (e) otherwise test the vulnerability of Our systems or networks; or
(xii) damage, disable, overburden, or impair the Developer Tools and/or Service, or otherwise interfere with the use or enjoyment of Developer Tools and/or Service by others; or
(xiii) violate any U.S. denied-party lists, embargoed country restriction, or applicable export law or regulation, including, but not limited to, providing access to or use of Developer Tools and/or Services to persons on the U.S. government denied-party lists or in violation of any export restriction or embargo of the United States; or
(xiv) access Developer Tools and/or Service if You are Our direct competitor, except with Our prior written consent; or
(xv) access Developer Tools and/or Service for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes.
4.1 You are granted a limited, revocable, non-transferable and non-sub licensable right to access and make calls to the API, and to use Developer Tools and/or Services and DocuSign Content for Your personal, non-commercial, and informational use only. Commercial use, which is expressly prohibited, is defined as charging end users for access to the DocuSign Content and/or selling the DocuSign Content to third parties. Your license to use DocuSign Content is limited to making direct server calls to DocuSign for the DocuSign Content and to distributing the DocuSign Content to Your end users, immediately upon receipt by Your servers. If You disagree with any of the terms or conditions of this Agreement, We do not grant You a license to use DocuSign’s Developer Tools and/or Services.
4.2 As between You and DocuSign: (i) DocuSign retains all rights, title, and interest in and to all intellectual property rights embodied in or associated with the API, DocuSign Content and the Developer Tools and/or Services, and any content DocuSign created or derived therefrom; and (ii) You retain all rights, title, and interest in and to all intellectual property rights embodied in or associated with Your application, excluding the rights of DocuSign under this Agreement.
4.3 The license to use the Developer Tools and/or Services is personal to You, and any affiliates must seek and obtain their own license and Integrator Key. You may not sell, lease, share, transfer, or sublicense the APIs or access or Integrator Key thereto. As a condition of Your license, You will provide the DocuSign Content to users on “as is” terms, with disclaimers substantially equivalent to those set forth in Section 8.
4.4 The DocuSign name and logo (“Logos”) are copyrighted and ALL RIGHTS RESERVED Copyright © 2016 DocuSign, Inc. and its licensors. You agree to use the Logos in accordance with DocuSign’s trademark license. We reserve the right, without notice and in Our sole discretion, to terminate Your license to use the API and Logos, and to block or prevent future access to and use of the API.
5. SANDBOX ACCOUNT PLANS
5.1 The prices, features, and options available for a Sandbox Account depend on the Sandbox Account plan You select. DocuSign may add or change the prices, features or options available with a Sandbox Account plan without notice.
5.2 Under a Developer Sandbox Account, You will register for Your sandbox account by visiting and submitting Your registration information at www.docusign.com/developer-center. Developer Sandbox Accounts have the following restrictions: (i) the Term will be in accordance with Section 7.1(i); (ii)You may register up to five (5) Authorized Users; (iii) You may send up to 1,000 envelopes per month; (iv) DocuSign will retain Account metadata for up to 30 calendar days; (v) each of Your registered Authorized Users is allowed to store up to 50MB (pooled at the account level); (vi) each transaction will not exceed 0.5MB; and, (vii) You may make up to 200 API calls per hour.
5.3 Under a QA Sandbox Account, You must have an active DocuSign Signature subscription. You will obtain Your sandbox account by executing an Order Form. Developer Sandbox Accounts have the following restrictions: (i) the Term will be in accordance with Section 7.1(ii); (ii) the number of Authorized Users You may register is equivalent to the number of seats You have purchased for DocuSign Signature; (iii) You may send up to 1,000 envelopes per month or up to three times (3X) Your monthly average based upon Your envelope purchases in DocuSign Signature, whichever is greater; (iv) DocuSign will retain Account metadata for up to 30 calendar days; (v) each of Your registered Authorized User is allowed to store up to 50MB (pooled at the account level); (vi) each transaction will not exceed 0.5MB; and, (vii) You may make up to 1,000 API calls per hour.
6. FEES AND PAYMENT TERMS
6.1 If You purchase DocuSign QA Sandbox or equivalent DocuSign Developer Tool and/or Service that requires a fee, You will be invoiced as set forth in the Order Form. Unless otherwise specified in an applicable Order Form, (i) You agree to pay the then current list price for the Developer Tool and/or Service, (ii) the first invoice will coincide with the Order Start Date and, unless otherwise agreed by the parties, (iii) all amounts will be denominated in U.S. dollars. DocuSign may assess finance charges equal to the lesser of 1.5% of the unpaid balance per month or the highest rate permitted by applicable usury law. You will be responsible for any reasonable attorneys’ fees, costs and expenses incurred by DocuSign to collect any amounts that are not paid when due.
6.2 DocuSign may accept any partial payment, regardless of any language that would purport to limit DocuSign’s rights to collect further amounts, and without prejudice to DocuSign’s right to recover the balance of the amount due or to pursue any other right or remedy. Amounts due to DocuSign may not be withheld or offset by You for any reason against amounts due or asserted to be due to Your from DocuSign. If You fail to timely pay any undisputed amounts due under this Agreement, then without limitation of any of Your other rights or remedies, DocuSign may suspend performance of those services until DocuSign receives all past due amounts from You.
6.3 Other than income taxes imposed on DocuSign, You will bear all taxes, duties, VAT and all other governmental charges (collectively, “taxes”) resulting from this Agreement or transactions conducted in relation to this Agreement or the DocuSign Developer Tools and/or Services. If You are exempt from any applicable taxes, it will provide evidence reasonably satisfactory to DocuSign of its tax exempt status, and DocuSign will not include such taxes in its invoices to You.
7. TERM AND TERMINATION
7.1 Term. This Agreement shall continue in effect for as long as You use the Developer Tools and/or Services (“Term”) and shall survive any termination, suspension or modification of Your Sandbox Account, unless You follow the post-termination procedures set forth herein and cease all use of the DocuSign Developer Tools and/or Services.
(i) For Developer Sandbox Accounts, any rights to access Your Account begins on the date You registered for an Account and continues until terminated by You or DocuSign.
(ii) For QA Sandbox Accounts, Your right to access Your Account is subject to having both an active DocuSign Signature subscription and active QA Sandbox subscription purchased via an Order Form(s). The QA Sandbox Term will begin on the Order Start Date and, unless terminated sooner as provided herein, will continue until the Order End Date specified on the applicable Order Form under which the QA Sandbox is sold.
7.2 Termination. Notwithstanding anything to the contrary herein, and in addition to all other remedies available to Us, We may limit, suspend or terminate Your Sandbox Account access or use of the API, Integrator Key or Developer Tools and/or Services without notice if You: (a) breach any provision of these Terms and Conditions; (b) violate any policy applicable to the Developer Tools and/or Services; (c) transfer(s) use of the Developer Tools and/or Services to another person without Our consent; (d) in Our sole discretion, use Your Account, Integrator Key and/or the Developer Tools and/or Services in a manner that is excessive, unusually burdensome, or unprofitable to Us; or (e) in Our sole discretion, We believe that Your continued use of the Developer Tools and/or Service presents a threat to the security of other users any DocuSign product or service.
7.3 Post-Termination Obligations. If this Agreement expires or is terminated for any reason: (a) You will pay to DocuSign any amounts that have accrued before, and remain unpaid as of the date of the termination or expiration; (b) any and all liabilities of You to DocuSign that have accrued before the effective date of the termination will survive; (c) licenses and use rights granted to You under this Agreement will immediately terminate; (d) DocuSign’s obligation to provide any further services to You under this Agreement will immediately terminate; (e) You will cease using the Developer Tools and/or Services, API, DocuSign Content, and Logos; (f) You will remove implementation of the API and the Integrator Key from Your application(s) and delete all copies of the DocuSign Content and Logos; and (g) the parties’ rights and obligations under Sections 7.3, 8.2, 9 through 12 will survive.
8. WARRANTIES AND DISCLAIMERS
8.1 NO WARRANTIES. THE DOCUSIGN DEVELOPER TOOLS AND/OR SERVICES, DOCUSIGN CONTENT, AND ACCESS TO THE SANDBOX ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT USE OF THE DOCUSIGN DEVELOPER TOOLS AND/OR SERVICES AND THE SANDBOX, INCLUDING ALL CONTENT OR DATA DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THE DOCUSIGN DEVELOPER TOOLS AND/OR SERVICES OR THE SANDBOX, IS AT YOUR SOLE RISK. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE INFORMATION, MATERIALS, AND CONTENT ON THE DOCUSIGN DEVELOPER TOOLS AND/OR SERVICES AND SANDBOX. WE DO NOT REPRESENT OR WARRANT THAT MATERIALS IN THE DOCUSIGN DEVELOPER TOOLS AND/OR SERVICES AND SANDBOX ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE.
8.2 Disclaimer. DocuSign: (a) makes no representation or warranty of any kind -- whether express, implied in fact or by operation of law, or statutory -- as to any matter whatsoever; (b) disclaims all implied warranties of merchantability and fitness for a particular purpose and the like; and (c) does not warrant that DocuSign DEVELOPER TOOLS AND/OR SERVICES OR THE STANDBOX is or will be error-free or meet YOUR requirements. YOUR HAVE no right to make or pass on any representation or warranty on behalf of DocuSign to any third party.
Because some states and jurisdictions do not allow limitations on implied warranties, the above limitation may not apply to You. In that event, such warranties are limited to the maximum extent permitted by, and to the minimum warranty period allowed by the mandatory applicable law.
9. YOUR INDEMNIFICATION OBLIGATIONS
9.1 You agree to defend, hold harmless and indemnify DocuSign, and its subsidiaries, affiliates, officers, agents, employees, and suppliers, from and against any third party claim arising from or in any way related to Your use of the DocuSign Developer Tools and/or Services or DocuSign Content, use of Logos other than as set forth in Sections 3 and 4, violation of this Agreement or other actions connected with use of DocuSign services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, We will provide You with written notice of such claim, suit, or action.
10. LIMITATIONS OF LIABILITY
10.1 Limitations of Liability.
(i) IN NO EVENT SHALL DOCUSIGN, ITS OFFICERS, DIRECTORS, AGENTS, AFFILIATES, EMPLOYEES, ADVERTISERS, OR DATA PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA) WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EQUITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF DOCUSIGN DEVELOPER TOOLS AND/OR SERVICES, DOCUSIGN SANDBOX, DOCUSIGN CONTENT, OR DOCUSIGN API.
(ii) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, DOCUSIGN’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, SHALL IN NO EVENT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00). REGARDLESS OF ANY LAW OR STATUTE, ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR.
(iii) SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY SO THE ABOVE LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE MANDATORY LAW (AND SHALL NOT LIMIT OR EXCLUDE ANY LIABILTY THAT CANNOT LEGALLY BE EXCLUDED OR LIMITED UNDER MANDATORY LAW).
11.1 “Confidential Information” means any trade secrets or other information of DocuSign or You, whether of a technical, business, or other nature (such as DocuSign Content or Your uploaded content), that is disclosed to the other party (the “Recipient”) and that is marked “confidential,” or, whether or not marked, that a reasonable person would understand to be confidential given the circumstances of the disclosure. Confidential Information does not include any information that: (a) was known to Recipient before receiving it from the disclosing party; (b) is independently developed by Recipient without use of or reference to any Confidential Information of the other party; (c) is acquired by Recipient from another source that did not receive it in confidence from the other party to this Agreement; or (d) is or becomes part of the public domain through no fault or action of Recipient.
11.2 Restricted Use and Nondisclosure. During and after the Term, Recipient will: (a) use the Confidential Information of the other party solely for the purpose for which it is provided; (b) not disclose such Confidential Information to a third party, except on a need-to-know basis to its attorneys, auditors and consultants who are under confidentiality obligations at least as restrictive as contained herein; and (c) protect such Confidential Information from unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature.
11.3 Required Disclosure. If Recipient is required by law to disclose Confidential Information of the other party or the terms of this Agreement, Recipient will give prompt written notice to the other party before making the disclosure, unless prohibited from doing so by the legal or administrative process, and assist the disclosing party to obtain where reasonably available an order protecting the Confidential Information from public disclosure.
11.4 Ownership. Recipient acknowledges that, as between the parties, all Confidential Information it receives from the disclosing party, including all copies thereof in Recipient’s possession or control, in any media, is proprietary to and exclusively owned by the disclosing party. Nothing in this Agreement grants Recipient any right, title or interest in or to any of the disclosing party’s Confidential Information. Recipient’s incorporation of the disclosing party’s Confidential Information into any of its own materials will not render Confidential Information non-confidential.
11.5 Remedies. Recipient acknowledges that any actual or threatened breach of this Section 10 may cause irreparable, non-monetary injury to the disclosing party, the extent of which may be difficult to ascertain. Accordingly, the disclosing party is entitled to (but not required to) seek injunctive relief in addition to all remedies available to the disclosing party at law and/or in equity, to prevent or mitigate any breaches of this Agreement or damages that may otherwise result from those breaches. Absent written consent of the disclosing party to the disclosure, the Recipient, in the case of a breach of this Section 11, has the burden of proving that the disclosing party’s Confidential Information is not, or is no longer, confidential or a trade secret and that the disclosure does not otherwise violate this Section 11.
11.6 Existing Obligations. The obligations in this Section 11 are in addition to, and supplement, each party’s obligations of confidentiality under applicable law and under any nondisclosure or other agreement between the parties.
12.1 Relationship. At all times, the parties are independent actors, and are not the agents or representatives of the other. This Agreement is not intended to create a joint venture, partnership, or franchise relationship, or give rise to any third party beneficiary.
12.2 Assignability. You may not assign Your rights or obligations under this Agreement, which include without limitation Your Integrator Key, without DocuSign’s prior written consent. If consent is given, this Agreement will bind Your successors and assigns. Any attempt by You to transfer its rights, duties, or obligations under this Agreement without DocuSign’s prior written consent is void. DocuSign may freely assign its rights, duties, and obligations under this Agreement.
12.3 Notices. Except as otherwise permitted herein, any notice required or permitted to be given in accordance with this Agreement will be effective only if it is in writing and sent using: (a) DocuSign Signature, (b) certified or registered mail, or, (c) insured courier, to the appropriate party at the address set forth in Your registration information for You or on the Site for DocuSign, with a copy, in the case of DocuSign, to [email protected]. Either party may change its address for receipt of notice by providing notice to the other party in accordance with this Section. Notices are deemed given upon receipt if delivered using DocuSign Signature, two business days following the date of mailing, or one business day following delivery to a courier.
12.4 Force Majeure. Except for any payment obligations, neither party will be liable for failure to perform any obligation under this Agreement to the extent such failure is caused by a force majeure event (including acts of God, natural disasters, war, civil disturbance, action by governmental entity, strike and other causes beyond the party’s reasonable control). The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.
12.5 Mandatory Arbitration. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, DOCUSIGN SIGNATURE, OR THE SITE WILL BE RESOLVED BY BINDING ARBITRATION CONDUCTED BEFORE ONE ARBITRATOR, RATHER THAN IN COURT. The arbitration shall be administered by the Judicial Arbitration and Mediation Services (”JAMS”) pursuant to JAMS’ Streamlined Arbitration Rules and Procedures, if applicable, or otherwise pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules (the “JAMS Rules”). Either party may initiate the arbitration. The arbitration will be conducted in San Francisco County, California, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Payment of all fees will be governed by JAMS Rules. .
(i) No Class Actions. ANY SUCH CONTROVERSY OR CLAIM SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND MAY NOT BE CONSOLIDATED WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY AND CANNOT BE BROUGHT AS A CLASS ACTION. If a court decides that this subsection on “No Class Actions” is not enforceable or valid, then the entire Section 13 (Mandatory Arbitration) will be null and void. But the rest of the Terms of Service will still apply.
(ii) Smaller Claims. If your claim(s) total less than US $5,000.00, then: (a) DocuSign will reimburse filing fees up to a maximum of US $1,500.00, unless the arbitrator determines that your claims are frivolous; (b) DocuSign will not seek attorney’s fees and costs, unless the arbitrator determines that your claims are frivolous; and (c) you may choose whether your participation in the arbitration will be conducted on the basis of documents provided to the arbitrator, through a telephonic hearing or by in-person hearing.
(iii) Provisional Remedies. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction, as necessary to protect the party’s rights or property pending the completion of arbitration.
12.6 Governing Law & Venue. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of California, U.S.A., without reference to its choice of law rules to the contrary. Notwithstanding the parties’ agreement to mandatory arbitration, either party may seek any interim or preliminary injunctive relief from a court of competent jurisdiction in San Francisco, CA, as necessary to protect the party's rights or property pending the completion of arbitration. The parties submit to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in San Francisco, California, U.S.A.
12.7 Waiver. The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.
12.8 Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the grant of any license DocuSign provides to You under this Agreement is found to be illegal, unenforceable, or invalid, the license will immediately terminate.
12.9 Entire Agreement. Except as expressly stated herein, this Agreement, which includes the language and paragraphs preceding Section 1, is the final and complete expression of the agreement between these parties regarding DocuSign Developer Tools and/or Services. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters.