Skip to main content

ISV EMBED MASTER SERVICES AGREEMENT

This ISV Embed Master Services Agreement (“Agreement”) is made between DocuSign, Inc., a Delaware corporation (“DocuSign”), and the contracting party identified on the Order Form or the accepting party as described below (“ISV”), together referred to as the “Parties” and each individually as a “Party”. 

This Agreement governs the licensing of DocuSign Services by ISV to make available an Integrated Solution to ISV’s customers. ISV’s access to and use of the DocuSign APIs, developer console, and developer tools are governed by the DocuSign Inc. Developer Terms and Conditions (“DocuSign Developer Agreement”).

The Parties hereby agree to the terms and conditions of this Agreement, including any specific services terms, product details and any applicable license and/or subscription terms set forth in applicable DocuSign Service Schedules and attachments (located at https://www.docusign.com/legal/terms-and-conditions/msa-service-schedules), and Order Form(s), each of which become binding on the Parties and are incorporated into this Agreement upon execution of an Order Form or as described below. Each purchase of ISV Embed products is governed by and incorporates the following documents in effect as of the Effective Date (as defined below), collectively referred to as the “Agreement”, that consists of:

  • The Order Form, purchase documentation, or Statement of Work (as applicable);

  • Any attachments, addenda, and/or appendix(ices) to this MSA or a Service Schedule;

  • The Service Schedule(s);

  • This MSA; and

  • The ISV Embed Program Guide.

The applicable attachment(s), addenda, appendix(ices), and Service Schedule(s) is determined by the DocuSign ISV Embed Service(s) purchased. In the event of a conflict, the order of precedence is as set out above in descending order of control.

This Agreement takes effect on the date of last signature below or the date on which an authorized representative of ISV clicks an “Accept” button or checkbox presented on the DocuSign web portal user interface (the “Effective Date”). 

For ISVs accepting terms electronically the following applies: 

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR OTHERWISE ELECTRONICALLY INDICATING ACCEPTANCE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. 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 TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO THIS AGREEMENT OR YOU DO NOT HAVE THE AUTHORITY TO AGREE, YOU MUST NOT ACCEPT THE AGREEMENT OR ACCESS THE DOCUSIGN SERVICES.

This Agreement applies to ISV's integration and use of the DocuSign Services within a software solution that ISV operates and delivers to its customers or subscribers. This Agreement does NOT apply to and strictly prohibits, ISV’s internal use of the DocuSign Services for ISV’s own business purposes. ISV’s internal use of the DocuSign Services is governed by a separate Master Services Agreement or other similar end-user agreement. For clarification, "internal business purposes” includes the sending of eDocuments to third party recipients for purposes of supporting ISV’s internal business operations, such as the sending of eDocuments to ISV’s suppliers, prospective employees, etc.

ISV Embed MSA Version: February 22, 2024

1. DEFINITIONS

“Account” means a unique account established by ISV to enable its Integrated Solution to access a DocuSign Service, and to enable its Authorized Users to use the DocuSign Service solely within ISV's Integrated Solution.

“Affiliate” means any entity that a Party directly or indirectly owns or controls by more than fifty percent (50%) of the voting interests of the subject entity. Any legal entity will be considered a Party’s Affiliate as long as that interest is maintained.

“API” means one or more application programming interfaces that support interoperation of applications with DocuSign products and services. 

“Authorized User” means a natural person who is an employee, contractor, or agent of a legal entity that is authorized by ISV to access the Integrated Solution. 

“Authorized User Data” means any content, eDocuments, materials, data and information that ISV or its Authorized Users enter into the DocuSign Services, including, but not limited to, any personal data and information contained in eDocuments. Authorized User Data does not include any component of the DocuSign Services or material provided by or on behalf of DocuSign.

“Confidential Information” means: (a) for DocuSign and its Affiliates, the DocuSign Services, Documentation and other related technical information, security policies and processes, product roadmaps, and pricing; (b) for ISV and its Affiliates, Authorized User Data; (c) any other information of a Party or its Affiliates that is disclosed in writing or orally and is designated as confidential or proprietary at the time of disclosure to the Party, including its Affiliates, receiving Confidential Information (“Recipient”) (and, in the case of oral disclosures, summarized in writing and delivered to the Recipient within thirty (30) days of the initial disclosure), or that due to the nature of the information the Recipient should reasonably understand it to be confidential information of the disclosing Party; and (d) the terms and conditions of the Agreement between the Parties. Confidential Information does not include any information that: (i) was or becomes generally known to the public through no fault or breach of the Agreement by the Recipient; (ii) was rightfully in the Recipient’s possession at the time of disclosure without restriction on use or disclosure; (iii) was independently developed by the Recipient without use of or reference to the disclosing Party's Confidential Information; or (iv) was rightfully obtained by the Recipient from a third party not under a duty of confidentiality and without restriction on use or disclosure. 

“Documentation” means DocuSign's then-current technical and functional documentation for the DocuSign Services as made generally available by DocuSign.

“DocuSign Service(s)” means the services provided by DocuSign under this Agreement, and may include software, source code, or other technology licensed to DocuSign from third parties and embedded into the services that DocuSign provides to ISV. Notwithstanding the foregoing, DocuSign Services do not include Third-Party Services (defined below).

“eDocument” refers to a contract, notice, disclosure, or other record or document generated using or deposited into the DocuSign Service for processing. 

“Envelope” means an electronic record containing one or more eDocuments consisting of a single page or a group of pages of data uploaded to the System.

“Indemnified Party(ies)” means the Party (whether DocuSign or ISV) being indemnified under Section 11 (Indemnification), including its employees, directors, agents, and representatives.

“Indemnifying Party(ies)” means the Party (whether DocuSign or ISV) that is providing indemnification under Section 11 (Indemnification). 

“Integrated Solution” means the software solution that ISV operates and delivers to its customers or subscribers into which DocuSign Service functionality is integrated by ISV as permitted in this Agreement.

“Program Guide” means the DocuSign ISV Embed Program Guide available at https://docusign.partners/ISV-Embed-Guide .

“Order Form” means the order form provided by DocuSign that sets forth the pricing and the DocuSign Services to be purchased by ISV.   

“Professional Services” means any integration, consulting, architecture, training, transition, configuration, administration, and similar ancillary DocuSign Services that are set forth in an Order Form or Statement of Work (“SOW”).

“Service Schedule” means the service-specific terms and conditions applicable to the DocuSign Service(s).

“System” means the software systems and programs, the communication and network facilities, and the hardware and equipment used by DocuSign or its agents to make available the DocuSign Services via the Internet.

"Third-Party Services" means services, software, products, applications, integrations, and other features or offerings that are provided by ISV or obtained by ISV from a third party.

2. LICENSE GRANT & RESTRICTIONS

2.1 Eligibility.  As of the Effective Date and for the duration of this Agreement, ISV shall meet any requirements set forth in this Agreement or Program Guide, or as otherwise provided by DocuSign in writing. DocuSign shall have the right, upon sixty (60) days’ prior notice, to inspect the books and records of ISV as reasonably necessary to verify ISV’s compliance with the terms of the Agreement, including any applicable eligibility requirements and use restrictions or limitations.

2.2 License Grant.  Subject to the terms and conditions of this Agreement, DocuSign grants to ISV a worldwide, limited, non-exclusive, non-sublicensable, non-transferable right and license during the Term to:

(a) Implement, configure, and integrate the DocuSign Services to develop the Integrated Solution by using the APIs in accordance with the terms of this Agreement, the Program Guide, and the Developer Agreement; and

(b) permit the Authorized Users to access and use the DocuSign Services solely as integrated within the Integrated Solution and not as a stand-alone functionality.

2.3 Integration Requirements. ISV agrees that the Integrated Solution must add significant and primary additional functionalities to the DocuSign Services in order to qualify as an Integrated Solution. ISV will be solely responsible for integrating DocuSign Services into the Integrated Solution in accordance with the guidelines set forth in the Program Guide.

2.4 Certification Requirement. ISV shall submit its Integrated Solution to DocuSign for assessment and review subject to the standards and checks outlined in the Program Guide. The Integrated Solution must be approved and certified by DocuSign as compliant with its program requirements prior to being published in a production environment. In the event the Integrated Solution does not meet DocuSign’s requirements, DocuSign will work in good faith with ISV to remedy any deficiencies and otherwise bring the Integrated Solution into compliance. 

2.5 Trademarks. DocuSign and ISV each grant the other a license to use their respective names, trademarks, logos and service marks (“Marks”) in marketing and advertising collateral for the purpose of identifying the other as a business partner, provided such use is in compliance with the trademark usage guidelines and policies given in writing by a party to the other party. The DocuSign Marks license and guideline is set forth at http://www.docusign.com/IP. The foregoing license grant includes a party’s right to: (a) display the Marks of the other party on its website; (b) describe the parties’ business relationship on its website; and (c) include a link from its website to the other party’s website. Such licenses will be nonexclusive, royalty-free, temporary licenses only. In the event of any conflict between this Agreement and the trademarks available at the above URL, this Agreement will control.

2.6 Use of DocuSign API. Access to the DocuSign Developer Console, the use of the APIs, and the use of the DocuSign developer tools are governed by the DocuSign Developer Agreement. 

2.7 ISV Obligations.

(a) ISV must notify DocuSign prior to integrating the DocuSign Services into a new, additional Integrated Solution.

(b) ISV will explicitly notify Authorized Users that they are accessing a limited-capability, limited-use license of the embedded DocuSign Service that is only for use in conjunction with the Integrated Solution.

(c) ISV will be responsible for providing all technical support and other customer support or related services to the Authorized Users. Technical support for the DocuSign Services will be provided by DocuSign only to the Account administrator(s), and in accordance with the then-current DocuSign Service Schedule for Support.

(d) ISV will explicitly notify Authorized Users that ISV is solely responsible for providing customer support and technical support to Authorized Users related to their use of the Integrated Solution.

(e) ISV will ensure that all Authorized Users using the DocuSign Services under ISV’s Account comply with all of ISV's obligations under this Agreement, and ISV is responsible for Authorized Users’ acts and omissions relating to this Agreement as though they were those of ISV. 

(f) ISV must enter into terms and conditions with Authorized Users which, at a minimum: 

(i) contain a license grant sufficient to give DocuSign adequate rights to process, transmit, store, and disclose Authorized User Data in accordance with this Agreement, and sufficient to enable DocuSign to comply with the requests of any governmental authority or regulatory body;

(ii) do not make any representation or warranty on DocuSign’s behalf or in DocuSign’s name;

(iii) are no less protective of DocuSign, DocuSign’s intellectual property and Confidential Information than they are of ISV, ISV's intellectual property and Confidential Information; and

(iv) contain confidentiality protections no less stringent than those of this Agreement.

2.7 Integrated Solution Pricing.  ISV may determine, at its discretion, the pricing of the Integrated Solution. Such pricing shall include the price of the DocuSign Services, and ISV may not disclose any pricing, fees, or costs relating to the DocuSign Service to Authorized Users. ISV will be solely responsible for collecting payment from Authorized Users, and its liability for payment to DocuSign under this Agreement will not be relieved due to nonpayment or delay of payment by any Authorized User.

2.8 DocuSign Direct Customers.  ISV acknowledges that nothing in this Agreement prevents DocuSign from selling its standalone products directly to Authorized Users for their use independent of the Integrated Solution.

2.9 Access by Regulated Entities. ISV acknowledges that making its Integrated Solution available to certain Authorized Users, including without limitation public sector, international and/or financial services, healthcare or other entities subject to specific regulation and oversight (“Regulated Authorized Users”), may result in additional compliance obligations. ISV represents and warrants that it will comply with all statutes, regulations, rules, orders and contract terms governing access or use of the Integrated Solution (including the DocuSign Services) by a Regulated Authorized User. ISV shall maintain a compliance program and internal control system sufficient to meet the expectations of Regulated Authorized Users. ISV shall not purport to commit DocuSign to any obligation to a Regulated Authorized User beyond those obligations expressly authorized pursuant to this Agreement. To the extent permitted by law, ISV shall inform DocuSign of all audits, investigations, and lawsuits undertaken by a Regulated Authorized User (or a prime contractor to a Regulated Authorized User) relating to a DocuSign Service. Without limiting the foregoing, no government procurement-related statutes, regulations, rules, or contract terms/provisions shall be deemed a part of this Agreement or otherwise binding on DocuSign. DocuSign disclaims and rejects any flow-down terms or conditions imposed upon ISV by a Regulated Authorized User.

2.10 Restrictions. ISV shall not, and shall not permit its Authorized Users (or others under its control or operating on its behalf) to do the following with respect to the DocuSign Services:

(a) offer, license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share or otherwise make available the DocuSign Service as a stand-alone offering, independent of the Integrated Solution;

(b) use the DocuSign Services, or allow access to it, in a manner that circumvents contractual usage restrictions or that exceeds ISV's authorized use set forth in this Agreement;

(c) use the DocuSign Service functionality or APIs (i) other than on an individual transactional basis (e.g., sending Envelopes or other communications in bulk or in any manner that would be prohibited under the U.S. CAN-Spam Act or any of its foreign analogs is prohibited), (ii) to transmit any information it knows to be fraudulent or misleading, or (iii) to make it appear that any communication or other content is associated with any third-party product or service.

(d) damage, disable, overburden, or impair any of the APIs or any part of the DocuSign Service;

(e) access or use the DocuSign Service for the purpose of: (i) developing or operating products or services intended to be offered to third parties in competition with the DocuSign Service, or (ii) knowingly allowing access to its Account by a direct competitor of DocuSign;

(f) reverse engineer, decompile, disassemble, or copy any of the DocuSign Service, API or technologies, or otherwise attempt to derive source code or other trade secrets or create any derivative works from or about any of the DocuSign Service or technologies, or use the machine-learning algorithm output generated from the DocuSign Service 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, except pursuant to Authorized User’s non-waivable rights under applicable law, without DocuSign’s written consent;

(g) use the DocuSign Service in a way that: (i) violates or infringes upon the rights of a third party, including those pertaining to: contract, intellectual property, privacy, or publicity; or (ii) effects or facilitates the storage or transmission of libelous, tortious, or otherwise unlawful material including, but not limited to, material that is harassing, threatening, or obscene; or

(h) use the DocuSign Services to create, use, send, store, or run viruses or other harmful computer code, files, scripts, agents, or other programs, or circumvent or disclose the user authentication or security of the DocuSign Services or any host, network, or account related thereto or use any aspect of the DocuSign Services components other than those specifically licensed under this Agreement, even if technically possible.

3. INTELLECTUAL PROPERTY

3.1 Authorized User Data. Authorized User Data processed using the DocuSign Services is and will remain, as between ISV and DocuSign, provided by ISV or Authorized User. ISV hereby grants DocuSign the right to process, transmit, store, and disclose Authorized User Data in order to provide the DocuSign Services to ISV and its Authorized Users, solely in accordance with the terms of the Agreement and subject to the terms of Section 13.2 (Required Disclosure) below. 

3.2 Software IP Rights. Each Party shall retain all intellectual property rights in its intellectual property and for any works or materials which it creates in connection with the Agreement. Except as explicitly licensed herein, this Agreement does not transfer any intellectual property rights between the Parties. For clarification (i) ISV retains all right, title and interest in the ISV’s software solution and (ii) DocuSign retains all right, title and interest in and to the DocuSign Services and Documentation, any improvements, design contributions, or derivative works thereto, and any knowledge or processes related thereto and/or provided hereunder.

3.3 Professional Services. Unless otherwise specified in the applicable SOW, all deliverables provided by or for DocuSign in the performance of Professional Services, excluding Authorized User Data and ISV Confidential Information, are owned by DocuSign and constitute part of the Professional Service(s) under the Agreement. Effective only as of final payment by ISV to DocuSign of all amounts required by an Order Form or SOW, and subject to the terms and conditions of the Agreement, DocuSign grants to ISV a nonexclusive, for the duration of legal protection, worldwide, royalty-free license to use deliverables created for ISV during performance of Professional Services (“Work Product”) provided to ISV under the Order Form or SOW, solely for purposes of ISV’s business operations as set forth in Section 2.2 (License Grant). This license includes permission to make copies of the provided Work Product for such internal use but not permission to distribute the Work Product or any copies of them.

3.4 Feedback. DocuSign encourages ISV to provide suggestions, proposals, ideas, recommendations, or other feedback regarding improvements to DocuSign Services and related resources (“Feedback”). To the extent ISV provides Feedback, ISV grants to DocuSign and its Affiliates a royalty-free, fully paid, sub-licensable, transferable, non-exclusive, irrevocable, perpetual, worldwide right and license to make, use, sell, offer for sale, import, and otherwise exploit Feedback (including by incorporation of such feedback into the DocuSign Services) without restriction. ISV shall ensure that: (a) Feedback does not identify ISV, its Affiliates, or Authorized Users, or include any Authorized User Data; and (b) ISV has obtained requisite authorization from any Authorized User or other third party to grant the license described herein. For the avoidance of doubt, Feedback does not constitute ISV Confidential Information.

4. DATA PROTECTION 

(a) ISV is responsible for Authorized User Data (including personal data) as entered into, supplied or used by ISV and its Authorized Users in the DocuSign Services. Further, ISV is solely responsible for determining the suitability of the DocuSign Services for Authorized Users' intended use, and for complying with any applicable data privacy and protection regulations, laws, or conventions applicable to Authorized User Data. 

(b) ISV grants to DocuSign the non-exclusive right to process Authorized User Data (including personal data) in accordance with the Data Protection Attachment for DocuSign Services found at: https://www.docusign.com/legal/terms-and-conditions/data-protection-attachment, for the sole purpose of and only to the extent necessary for DocuSign: (i) to provide the DocuSign Services; (ii) to verify ISV's or an Authorized User’s compliance with the restrictions set forth in this Agreement if DocuSign has a reasonable belief of non-compliance; and (iii) as otherwise set forth in this Agreement.

(c) ISV shall obtain any consent, authorization, or permission from its Authorized Users, and otherwise ensure that DocuSign is duly authorized to access, process, store and handle Authorized User Data as contemplated in connection with its provision of the DocuSign Services.

(d) ISV agrees (i) to treat each Authorized User Data eDocuments and Authorized User Data as the confidential and proprietary information of the applicable Authorized User in accordance with confidentiality obligations no less stringent than those contained in this Agreement; (ii) to ensure that its privacy terms govern the treatment of Authorized User Data; and (iii) not to permit third parties to access, retrieve, disclose, or delete any Authorized User Data without the Authorized User's consent. 

Without limiting the foregoing, Each Party is responsible for its compliance with applicable privacy and data protection laws. 

5. USAGE DATA. DocuSign may collect and use data, information, or insights generated or derived from the use of the DocuSign Services (“Usage Data”) for its business purposes, including industry analysis, benchmarking, analytics, marketing, and developing, training and improving its products and services. Before doing so, DocuSign will de-identify and anonymize all Usage Data in such manner that does not allow for the identification of Authorized User Data, or ISV’s Confidential Information, and will disclose such Usage Data in aggregate form only.

6. DATA RETENTION, DELETION AND USE

6.1 Retrieval of Authorized User Data. ISV is responsible for the retrieval of eDocuments on behalf of its Authorized Users. During the Term, ISV may extract Authorized User Data from the DocuSign Services as described in DocuSign Documentation and the applicable Service Schedule. 90 days following the termination or expiration of this Agreement, DocuSign may delete any and all eDocuments without prior notice.

6.2 Transition Services. If, upon termination or expiration of the Agreement, ISV failed to retrieve Authorized User Data and/or if ISV otherwise requires further support from DocuSign in relation to such termination or expiration, ISV may request and DocuSign will provide: (a) assistance in retrieving ISV Data and completed eDocuments still remaining in the DocuSign Services, and/or (b) other reasonable transition assistance, the details of which will be set forth in a mutually agreed upon Statement of Work between the Parties at DocuSign's then-current rates for such services.

7. SECURITY

7.1 DocuSign Security Obligations. DocuSign will use commercially reasonable industry standard security technologies in providing the DocuSign Services. DocuSign has implemented and will maintain appropriate technical and organizational measures, including information security policies and safeguards, designed to preserve the security, integrity, and confidentiality of ISV Confidential Information and Authorized User Data, and to protect against unauthorized or unlawful disclosure or corruption of or access to such data in accordance with the Security Attachment for DocuSign Services found at: https://www.docusign.com/legal/terms-and-conditions/security-attachment-docusign-services.

7.2 ISV Security Obligations. ISV will implement and maintain appropriate technical and organizational measures, including information security policies and safeguards, to preserve the security, integrity, and confidentiality of the DocuSign Service, Authorized User Data, and eDocuments. ISV shall maintain all Account credentials in confidence and may not disclose these to unauthorized persons, including any licensee of the Integrated Product. ISV shall immediately notify DocuSign if it becomes aware of any unauthorized disclosure or use of any such credentials.

7.3 Authorized User Suspension. Upon request, if ISV is not contractually or legally prohibited from doing so, ISV will provide reasonable information regarding its Authorized Users and their use of the DocuSign Service to DocuSign. ISV agrees, upon DocuSign’s request, to suspend or terminate an Authorized User's access to and use of the DocuSign Service functionality included in the Integrated Solution in the event that DocuSign has a reasonable belief that an Authorized User: 

(a) is in breach of its agreement relating to the Integrated Solution

(b) has violated applicable law; or 

(c) may create liability for DocuSign, or have a negative effect upon any part of the DocuSign Service or DocuSign’s business, reputation, or brand.

8. PAYMENT TERMS

8.1 ISV Embed Plans. Applicable to ISVs purchasing via DocuSign’s ISV Embed partner motion. Except as expressly set forth in the applicable Order Form, ISV will pay all fees set forth in the Order Form in accordance with the following: (a) DocuSign Services fees are invoiced annually in advance; (b) the first invoice will coincide with the order start date of an Order Form; (c) payment will be due within thirty (30) days from the date of the invoice; and (d) all amounts will be denominated and payable in the currency specified in the Order Form. Invoices will be sent to ISV via email. Upon execution by ISV and DocuSign, each Order Form is non-cancellable and non-refundable except as provided in the Agreement, and the Term as set forth in the Order Form for DocuSign Services is a continuous and non-divisible commitment for the full duration of the Term regardless of any invoice schedule. ISV may withhold from payment any charge or amount disputed by ISV in good faith pending resolution of such dispute, provided that ISV: (i) notifies DocuSign of the dispute prior to the date such payment is due, specifying in such notice (A) the amount in dispute, and (B) the reason for the dispute set out in sufficient detail to facilitate investigation by DocuSign and resolution by the Parties; (ii) makes timely payment of all undisputed charges and amounts; (iii) works diligently with DocuSign to resolve the dispute promptly; and (iv) pays all amounts that are determined to be payable by resolution of the dispute (by adversarial proceedings, agreement or otherwise) within thirty (30) days following such resolution.

8.2 Pay-Go Plans. Applicable to ISVs purchasing via the DocuSign PayGo website. During the Term, DocuSign will issue a monthly, electronic invoice to ISV for the cumulative number of Envelopes that have been consumed by ISV’s Authorized Users in the previous month. ISV is required to pay by credit card, debit card, or other approved form of payment, and DocuSign will charge all amounts due immediately. ISV must provide accurate and complete information for a valid payment method that ISV is authorized to use. ISV must promptly notify DocuSign of any change in its invoicing or billing address and must update its Account with any changes related to its payment method. ISV HEREBY AUTHORIZES DOCUSIGN OR ITS AGENT TO CHARGE ITS PAYMENT METHOD FOR: (a) THE APPLICABLE SUBSCRIPTION PLAN CHARGES; (b) ANY AND ALL APPLICABLE TAXES; AND (c) ANY OTHER CHARGES INCURRED IN CONNECTION WITH ISV’s USE OF THE DOCUSIGN SERVICES. The foregoing authorization continues through the Term until this Agreement expires or is terminated. 

8.3 Late Payments. If DocuSign does not receive payment from ISV, ISV agrees to pay all amounts due upon demand. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. ISV will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by DocuSign to collect any amount that is not paid when due. DocuSign may accept payment in any amount 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 ISV for any reason against amounts due or asserted to be due from DocuSign. If ISV does not pay amounts when due, DocuSign may immediately suspend ISV's access to DocuSign Services.

8.4 Taxes. All payments required under this Agreement are stated exclusive of all taxes, duties, levies, imposts, fines or similar governmental assessments, including sales and use taxes, value-added taxes (“VAT”), goods and services taxes (“GST”), excise, business, service, and similar transactional taxes imposed by any jurisdiction and the interest and penalties thereon (collectively, “Taxes”). Without limiting the foregoing, ISV shall be responsible for and bear Taxes associated with its purchase of, payment for, access to or use of the DocuSign Services. Taxes shall not be deducted from the payments to DocuSign, except as required by law, in which case ISV shall increase the amount payable as necessary so that after making all required deductions and withholdings, DocuSign receives and retains (free from any Tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made. If ISV claims tax exempt status for amounts due under this Agreement, it shall provide DocuSign with a valid tax exemption certificate (authorized by the applicable governmental authority) to avoid application of Taxes to ISV's invoice or other billing mechanism. Each Party is responsible for and shall bear Taxes imposed on its net income. The Parties’ obligations under this section shall survive the termination or expiration of the Agreement.  If DocuSign is required to invoice or collect Taxes associated with ISV's purchase of, payment for, access to or use of the DocuSign Services, DocuSign's invoice or other billing instrument to ISV will include the amount of those Taxes, itemized where required by law. If applicable, ISV shall provide to DocuSign its VAT, GST or similar tax identification number(s). 

9. TERM & TERMINATION

9.1 Term.  The term of this Agreement (“Term”) begins on the Effective Date and will continue in effect until the end date of an applicable Order Form, or the end date of the applicable PayGO subscription, whichever is later, and unless terminated as set forth below. For avoidance of doubt and notwithstanding anything to the contrary set forth in this Section 9 or otherwise in this Agreement, this Agreement shall remain in effect for the duration of any Order Form and/or PayGo subscription. The term of an Order Form begins on the start date for provision of a respective DocuSign Service and, unless terminated sooner as provided herein, continues until the end date of provision, both dates as specified on the Order Form. Termination or expiration of any Order Form shall leave other Order Forms unaffected. In the case of a SOW for Professional Services, if no end date is specified in the SOW, then the SOW shall expire upon completion of the Professional Services or early termination as permitted by the Agreement.

9.2 Termination for Convenience.  Either Party may terminate this Agreement for convenience upon 60 days written notice to the other Party. In the event of such a termination by ISV, all fees then paid to DocuSign are non-refundable and any remaining fees owed under any existing Order Forms are due immediately. In the event of such a termination by DocuSign, DocuSign will continue to provide the DocuSign Services in accordance with this Agreement until the expiration of the current Order Form term and ISV shall pay DocuSign any out-standing amounts until the end of the Order Form term.

9.3 Termination for Cause.  If either Party commits a material breach or default in the performance of any of its obligations under the Agreement, then the other Party may terminate the Agreement in its entirety by giving the defaulting Party written notice of termination, unless the material breach or default in performance is cured within thirty (30) days after the defaulting Party receives notice thereof. Either Party may terminate the Agreement in its entirety upon written notice if the other Party becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership or liquidation, in any jurisdiction, that is not dismissed within sixty (60) days of its commencement, or an assignment for the benefit of creditors. If ISV terminates the Agreement for DocuSign's breach, pursuant to this Section 9.3, that is incapable of cure, DocuSign will provide a prorated refund to ISV for any prepaid fees received by DocuSign under the Agreement that correspond to the unused portion of the Order Form term.

10. WARRANTIES AND DISCLAIMERS

10.2 DocuSign Service Warranties. THE DOCUSIGN SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND BY DOCUSIGN OR ITS SUPPLIERS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OR SATISFACTORY QUALITY) ARE EXPRESSLY EXCLUDED BY DOCUSIGN AND ITS SUPPLIERS. ISV IS SOLELY RESPONSIBLE FOR THE INTEGRATED SOLUTION, AND DOCUSIGN MAKES NO WARRANTY THAT THE DOCUSIGN SERVICES WILL OPERATE PROPERLY AS INTEGRATED WITH THE INTEGRATED SOLUTION, OR THAT THE SERVICES WILL BE UNINTERRUPTED. DOCUSIGN SPECIFICALLY DISCLAIMS ANY LIABILITY FOR AUTHORIZED USERS’ RELIANCE ON THE DOCUSIGN SERVICES. DOCUSIGN DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR THIRD-PARTY SERVICES, AND DOCUSIGN WILL NOT BE A PARTY TO OR IN ANY WAY RESPONSIBLE FOR MONITORING ANY ACTIVITIES BETWEEN ISV AND THIRD-PARTY PROVIDERS. 

10.1 DocuSign Professional Services Warranties. If ISV has purchased Professional Services in an Order Form and/or SOW, DocuSign warrants to ISV that the Professional Services will be performed in a competent and workmanlike manner. ISV’s exclusive remedy for breach of this warranty is to notify DocuSign in writing within thirty (30) days of the non-conforming Professional Services. Upon receipt of such notice, DocuSign will use commercially reasonable efforts to re-perform the Professional Services in conformance with these warranty requirements. This Section 10.2 (DocuSign Professional Services Warranties) sets forth ISV’s exclusive rights and remedies and DocuSign’s sole liability in connection with the warranty related to the performance of the Professional Services.

11. INDEMNIFICATION

11.1 By DocuSign. DocuSign will defend and, in accordance with the procedures identified below, indemnify ISV from and against, any: (a) third-party claim; (b) third-party legal action; or (c) administrative agency action or proceeding (each, a “Claim”) to the extent arising from: (i) any actual breach by DocuSign of its confidentiality obligations in the Agreement; and (ii) any alleged infringement of any third-party intellectual property right occurring from ISV's use of the DocuSign Services. Notwithstanding the foregoing, DocuSign will not have an obligation under this Section 11.1 (Indemnification by DocuSign) or otherwise to the extent a Claim is based on (i) any combination of DocuSign technology, products or services with technology, products or services not provided by DocuSign to the extent such Claim would not have arisen but for such combination; (ii) use of DocuSign’s technology, products or services for a purpose or in a manner for which the technology, products or services were not designed; (iii) use or distribution of any older version of the technology, products or services when use or distribution of a newer version or revision made available by DocuSign would have avoided the infringement; or (iv) any modification to DocuSign’s technology, products or services made without DocuSign’s express written approval, (v) any modifications made to the technology, products or services by Indemnifying Party pursuant to the Indemnified Party’s specific instructions.

11.2 By ISV. ISV will defend and, in accordance with the procedures identified below, indemnify DocuSign’s Indemnified Parties from and against any Claim made by an Authorized User or other third party, to the extent arising from (a) any breach by ISV of its obligations under this Agreement; (b) ISV's operation of the Integrated Solution; or (c) negligent acts or omissions of Authorized Users, (d) any infringement, misappropriation, or violation of any third-party patent rights, trade secrets, or violation by the Integrated Solution, (d) ISV’s combination of the Integrated Solution with any products or services not provided by DocuSign.

11.3 Procedures. The Parties’ respective obligations in this Section 11 (Indemnification) are conditioned on: (a) the Indemnified Parties giving the Indemnifying Party prompt written notice of the Claim, except that the failure to provide prompt notice will only limit the indemnification obligations to the extent the Indemnifying Party is prejudiced by the delay or failure; (b) the Indemnifying Party being given full and complete control over the defense and settlement of the Claim; and (c) the relevant Indemnified Parties providing assistance in connection with the defense and settlement of the Claim, as the Indemnifying Party may reasonably request. The Indemnifying Party will indemnify the Indemnified Parties against: (i) all damages, costs, and attorneys’ fees finally awarded against any of them with respect to any Claim; (ii) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by any of them in connection with the defense of the Claim (other than attorneys’ fees and costs incurred without the Indemnifying Party’s consent after it has accepted defense of such Claim); and (iii) all amounts that the Indemnifying Party agreed to pay to any third party in settlement of any Claims arising under this Section 11 (Indemnification) and settled by the Indemnifying Party or with its approval. The Indemnifying Party shall not, without the relevant applicable Indemnified Parties’ prior written consent, agree to any settlement on behalf of such Indemnified Parties which includes either the obligation to pay any amounts, or any admissions of liability, whether civil or criminal, on the part of any of the Indemnified Parties. 

11.4 Infringement Remedy. If ISV is enjoined or otherwise prohibited from using any of the DocuSign Services or a portion thereof based on a Claim covered by DocuSign’s indemnification obligations above, then DocuSign will, at its sole expense and option, either: (a) obtain for ISV the right to use the affected portions of the DocuSign Services; (b) modify the allegedly infringing portions of the DocuSign Services so as to avoid the Claim without substantially diminishing or impairing their functionality; or (c) replace the allegedly infringing portions of the DocuSign Services with items of substantially similar functionality so as to avoid the Claim. If DocuSign determines that the foregoing remedies are not commercially reasonable and notifies ISV of such determination, then either Party may terminate the Agreement, and in such case, DocuSign will provide a prorated refund to ISV for any prepaid fees for the infringing DocuSign Services received by DocuSign under the Agreement. The remedies set out in this Section 11 are ISV's sole and exclusive remedies for any actual or alleged infringement by the DocuSign Services of any third-party intellectual property right. 

12. LIMITATIONS ON LIABILITY & EXCLUSION OF DAMAGES

12.1 Exclusion of Damages. EXCEPT FOR THE PARTIES’ EXPRESS OBLIGATIONS UNDER SECTION 11 (INDEMNIFICATION), UNDER NO CIRCUMSTANCES, AND REGARDLESS OF THE NATURE OF THE CLAIM, SHALL EITHER PARTY (OR THEIR RESPECTIVE AFFILIATES) BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, COVER, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE AGREEMENT, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH LOSSES.

12.2 Limitation of Liability. EXCEPT FOR: (A) THE PARTIES’ EXPRESS OBLIGATIONS UNDER SECTION 11 (INDEMNIFICATION); (B) EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER THE AGREEMENT; (C) DAMAGES RESULTING FROM DEATH OR BODILY INJURY, OR PHYSICAL DAMAGE TO TANGIBLE REAL OR PERSONAL PROPERTY, CAUSED BY EITHER PARTY’S NEGLIGENCE; (D) DAMAGES RESULTING FROM EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; AND (E) DOCUSIGN’S RIGHT TO COLLECT UNPAID FEES DUE HEREUNDER, TO THE EXTENT PERMITTED BY LAW, THE TOTAL, CUMULATIVE LIABILITY OF EACH PARTY (AND THEIR RESPECTIVE AFFILIATES) ARISING OUT OF OR RELATED TO THE AGREEMENT WILL BE LIMITED TO THE AMOUNTS PAID BY ISV FOR THE DOCUSIGN SERVICE(S) DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR ANY OTHER LEGAL OR EQUITABLE THEORY.

12.3 Independent Allocations of Risk. Each provision of the Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages represents an agreed allocation of the risks of the Agreement between the Parties. This allocation is reflected in the pricing offered by DocuSign to ISV and is an essential element of the basis of the bargain between the Parties. Each of these provisions is severable and independent of all other provisions of the Agreement, and each of these provisions will apply even if the warranties in the Agreement have failed of their essential purpose.

13. CONFIDENTIALITY

13.1 Restricted Use and Nondisclosure. During and after the Term, Recipient will: (a) use the Confidential Information of the disclosing 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 Affiliates, attorneys, auditors, consultants, and service providers who are under confidentiality obligations at least as restrictive as those 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.

13.2 Required Disclosure. If Recipient is required by law to disclose Confidential Information of the disclosing Party, Recipient will give prompt written notice to the disclosing Party before making the disclosure, unless prohibited from doing so by legal or administrative process, and will cooperate with the disclosing Party to obtain, where reasonably available, an order protecting the Confidential Information from public disclosure.

13.3 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 the 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.

13.4 Remedies. Recipient acknowledges that any actual or threatened breach of this Section 13 (Confidentiality) 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 the 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 13 (Confidentiality), 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 13 (Confidentiality).

14. GOVERNING LAW AND VENUE. The Parties agree to the following country-specific provisions for governing law and venue for all claims and disputes arising out of or relating to the Agreement. The Agreement will be interpreted, construed, and enforced in all respects in accordance with the following laws based on the ship-to address of ISV reflected on the Order Form. To the extent allowed by law, the English version of the Agreement is binding, and other translations are for convenience only.

(a) United Kingdom, a Member State of the European Economic Area, or Switzerland. The Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including, without limitation, non-contractual disputes or claims) are governed by and construed in accordance with the law of the Republic of Ireland. Each Party irrevocably agrees that the courts of the Republic of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims). The provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods are expressly excluded and do not apply to the Agreement.

(b) Australia. The Agreement is governed by the laws of New South Wales, Australia, and both ISV and DocuSign agree to submit to the non-exclusive jurisdiction of the New South Wales courts. The provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods are expressly excluded and do not apply to the Agreement. Any legal action arising under the Agreement must be initiated within two years after the cause of action arises. Each Party hereby irrevocably waives, to the fullest extent permitted by law, any and all right to trial by jury in any legal proceeding arising out of or relating to the Agreement.

(c) Singapore. The Agreement is governed by the laws of Singapore, and both ISV and DocuSign agree to submit to the non-exclusive jurisdiction of the courts of the Republic of Singapore. The provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods are expressly excluded and do not apply to the Agreement. Any legal action arising under the Agreement must be initiated within two years after the cause of action arises.

(d) For all other locations. The Agreement is governed by the laws of the State of California, U.S.A., without reference to its choice of law rules to the contrary. The Parties hereby irrevocably consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in San Francisco County, California, for the purposes of adjudicating any dispute arising out of the Agreement. To the extent permitted by law, choice of law rules, the 1980 U.N. Convention on Contracts for the International Sale of Goods, and the Uniform Computer Information Transactions Act as enacted, shall not apply. Notwithstanding the foregoing, either Party may at any time seek and obtain appropriate legal or equitable relief in any court of competent jurisdiction for claims regarding such Party’s intellectual property rights. 

15. GENERAL

15.1 Relationship. The Parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. Except as set forth in the Agreement, nothing in the Agreement, expressed or implied is intended to give rise to any third-party beneficiary.

15.2 Assignability. Neither Party may assign its rights or obligations under the Agreement without the other Party’s prior written consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, either Party may assign its rights and obligations under the Agreement to an Affiliate as part of a reorganization, or to a purchaser of its business entity or substantially all of its assets or business to which rights and obligations pertain without the other Party’s consent, provided that: (a) the purchaser is not insolvent or otherwise unable to pay its debts as they become due; (b) the purchaser is not a competitor of the other Party; and (c) any assignee is bound hereby. Other than the foregoing, any attempt by either Party to transfer its rights or obligations under the Agreement will be void.

15.3 Notices. Any notice required or permitted to be given in accordance with the Agreement will be effective only if it is in writing and sent using: (a) DocuSign Services; (b) certified or registered mail; or (c) a nationally recognized overnight courier, to the appropriate Party at the address set forth on the Order Form, with a copy, in the case of DocuSign, to legal@docusign.com. Each Party expressly consents to service of process by registered mail. Either Party may change its address for receipt of notice by notice to the other Party through a notice provided in accordance with this Section 15.3 (Notices). Notices are deemed given upon receipt if delivered using DocuSign Services, two (2) business days following the date of mailing, or one (1) business day following delivery to a courier. Notwithstanding the foregoing and to the fullest extent permitted by law, ISV agrees to receive all communications, correspondences, and notices that DocuSign provides via electronic means, including by e-mail, text, in-product notifications, or push notifications. 

15.4 Force Majeure. In the event that either Party is prevented from performing, or is unable to perform, any of its obligations under the Agreement due to any cause beyond the reasonable control of the Party invoking this provision (including, without limitation, for causes due to war, fire, earthquake, flood, hurricane, riots, acts of God, telecommunications outage not caused by the obligated Party, or other similar causes) (“Force Majeure Event”), the affected Party’s performance will be excused and the time for performance will be extended for the period of delay or inability to perform due to such occurrence; provided that the affected Party: (a) provides the other Party with prompt notice of the nature and expected duration of the Force Majeure Event; (b) uses commercially reasonable efforts to address and mitigate the cause and effect of such Force Majeure Event; (c) provides periodic notice of relevant developments; and (d) provides prompt notice of the end of such Force Majeure Event. Delays in fulfilling the obligations to pay hereunder are excused only to the extent that payments are entirely prevented by the Force Majeure Event. If DocuSign Services are not restored within thirty (30) days of the Force Majeure Event, ISV may terminate the Agreement upon providing written notice to DocuSign, and in such case, DocuSign will provide a prorated refund to ISV for any prepaid fees received by DocuSign under the Agreement that correspond to the unused portion of the Order Form term. 

15.5 Trade Restrictions. The DocuSign Services, Documentation, and the provision and any derivatives thereof are subject to the export control and sanctions laws and regulations of the United States and other countries that may prohibit or restrict access by certain persons or from certain countries or territories (“Trade Restrictions”). 

(a) Each Party shall comply with all applicable Trade Restrictions in performance of the Agreement. For the avoidance of doubt, nothing in the Agreement is intended to induce or require either Party to act in any manner which is penalized or prohibited under any applicable laws, rules, regulations or decrees.

(b) Each Party represents that it is not a Restricted Party. “Restricted Party” means any person or entity that is: (i) located or organized in a country or territory subject to comprehensive U.S. sanctions (currently including Cuba, Crimea, Iran, North Korea, Syria) ("Sanctioned Territory"); (ii) owned or controlled by or acting on behalf of the government of a Sanctioned Territory; (iii) an entity organized in or a resident of a Sanctioned Territory; (iv) identified on any list of restricted parties targeted under U.S., EU or multilateral sanctions, including, but not limited to, the U.S. Department of the Treasury, Office of Foreign Assets Control’s (“OFAC” ) List of Specially Designated Nationals and Other Blocked Persons, the OFAC Sectoral Sanctions List, the U.S. State Department's Nonproliferation Sanctions and other lists, the U.S. Commerce Department’s Entity List or Denied Persons List located at https://www.export.gov/article?id=Consolidated-Screening-List, the consolidated list of persons, groups and entities subject to EU financial sanctions from time to time; or (v) owned or controlled by, or acting on behalf of, any of the foregoing.

(c) ISV acknowledges and agrees that it is solely responsible for complying with, and shall comply with, Trade Restrictions applicable to any of its own or its Affiliates' or Authorized Users’ content or ISV Data transmitted through the DocuSign Services. ISV shall not and shall not permit any Authorized User to access, use, or make the DocuSign Services available to or by any Restricted Party or to or from within any Sanctioned Territory.

15.6 Anti-Corruption. In connection with the DocuSign Services performed under the Agreement and ISV’s use of the DocuSign Services, the Parties agree to comply with all applicable anti-corruption and anti-bribery related laws, statutes, and regulations.

15.7 U.S. Government Rights. All DocuSign Services, including Documentation, and any software as may be provided under an applicable Service Schedule, are deemed to be “commercial computer software” and “commercial computer software documentation”. “Commercial computer software” has the meaning set forth in Federal Acquisition Regulation (“FAR”) 2.101 for civilian agency purchases and the Department of Defense (“DOD”) FAR Supplement (“DFARS”) 252.227-7014(a)(1) for defense agency purchases. If the software is licensed or the DocuSign Services are acquired by or on behalf of a civilian agency, DocuSign provides the commercial computer software and/or commercial computer software documentation and other technical data subject to the terms of the Agreement as required in FAR 12.212 (Computer Software) and FAR 12.211 (Technical Data) and their successors. If the software is licensed or the DocuSign Services are acquired by or on behalf of any agency within the DOD, DocuSign provides the commercial computer software and/or commercial computer software documentation and other technical data subject to the terms of the Agreement as specified in DFARS 227.7202-3 and its successors. Only if this is a DOD prime contract or DOD subcontract, the Government acquires additional rights in technical data as set forth in DFARS 252.227-7015. Except as otherwise set forth in an applicable Service Schedule, this Section 15.7 (U.S. Government Rights) is in lieu of, and supersedes, any other FAR, DFARS or other clause or provision that addresses U.S. Government rights in computer software or technical data.

15.8 Waiver. The waiver by either Party of any breach of any provision of the 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 the 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 the Agreement.

15.9 Severability. If any part of the Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of the Agreement will remain in full force and effect.

15.10 Insurance. DocuSign will maintain, at its sole expense, insurance in such amounts and with such types of coverage as is usual and customary with coverage limits that are appropriate for the DocuSign Services supplied under the Agreement. At a minimum, DocuSign shall maintain: (i) commercial general liability insurance (including automobile liability if applicable to the DocuSign Services); (ii) errors and omissions insurance (which will include cyber-liability insurance); and (iii) insurance for claims under workers compensation laws or other similar laws or regulations. Upon ISV’s prior written request DocuSign shall provide ISV with a certificate of insurance evidencing such insurance coverages.

15.11 Entire Agreement. The Agreement is the final, complete, and exclusive expression of the agreement between the Parties regarding the DocuSign Services provided under the Agreement. The Agreement supersedes and replaces, and the Parties disclaim any reliance on, all previous oral and written communications (including any confidentiality agreements pertaining to the DocuSign Services under the Agreement), representations, proposals, understandings, undertakings, and negotiations with respect to the subject matter hereof and apply to the exclusion of any other terms that ISV seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing. The Agreement may be changed only by a written agreement signed by an authorized agent of both Parties. The Agreement will prevail over terms and conditions of any ISV-issued purchase order or other ordering documents, which will have no force and effect, even if DocuSign accepts or does not otherwise reject the purchase order or other ordering document.