Last updated on October 10, 2019##DOCUSIGN SOFTWARE LICENSE TERMS AND CONDITIONS ##This is an agreement between You (“You”) and DocuSign, Inc., located at 221 Main Street, San Francisco, CA 94105, (“DocuSign”) regarding Your use of the DocuSign software and any associated documentation, software code or other materials made available by DocuSign (collectively referred to in this agreement as the “SOFTWARE”). The SOFTWARE includes documentation for one or more DocuSign application programming interfaces (collectively the “APIs”). Access to and use of DocuSign services (“Services”) are governed by additional terms and conditions to which You must agree. This agreement applies to any updates, supplements or support services for the SOFTWARE, unless other terms accompany those items. If so, those other terms apply.##By installing, accessing or otherwise using the SOFTWARE, You accept the terms of this agreement. If You do not agree to the terms of this agreement, do not install, access or use the SOFTWARE or the APIs.##If You comply with this agreement, You have the rights below.##1) USE OF THE SOFTWARE. Subject to Your compliance with this agreement, DocuSign hereby authorizes You to use the SOFTWARE solely for the purpose of creating web applications designed to operate with the Services (referred to as “Authorized Applications”). You may not rent, lease or lend any of Your rights in the SOFTWARE or access to the Services. You may reproduce the SOFTWARE, provided that You reproduce only complete copies, including without limitation all “read me” files, copyright notices, and other legal notices and terms that DocuSign has included in the SOFTWARE, and provided that You may not distribute any copy You make of the SOFTWARE.##2) SCOPE OF LICENSE. The SOFTWARE is licensed, not sold. This agreement only gives You some rights to use the SOFTWARE. DocuSign reserves all other rights. Unless applicable law gives You more rights despite this limitation, You may use the SOFTWARE only as expressly permitted in this agreement. In doing so, You must comply with any technical limitations in the SOFTWARE that only allow You to use it in certain ways. You may not ##a) reverse engineer, decompile or disassemble the SOFTWARE, except and only to the extent that applicable law expressly permits, despite this limitation; ##b) make more copies of the SOFTWARE than specified in this agreement, except and only to the extent applicable law expressly permits, despite this limitation; ##c) publish the SOFTWARE for others to copy; or ##d) rent, lease or lend the SOFTWARE. ##3) USE OF THE SERVICES. Your use of the Services, and the use of the Services by anyone hosting or using your Authorized Application, is governed by the then-current terms and conditions applicable to your DocuSign production account, which can be activated by contacting DocuSign. ##4) EXPORT RESTRICTIONS. THE SOFTWARE IS SUBJECT TO THE EXPORT CONTROL LAWS AND REGULATIONS OF THE UNITED STATES AND OTHER JURISDICTIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO THE SOFTWARE. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS, AND END USE. ##5) SUPPORT. DocuSign is not obligated to provide any technical or other support (“Support Services”) for the SOFTWARE or Services to You. However, if DocuSign chooses to provide any Support Services to You, Your use of such Support Services will be governed by then-current DocuSign policies. With respect to any technical or other information You provide to DocuSign in connection with the Support Services, You agree that DocuSign has an unrestricted right to use such information for its business purposes, including for product support and development. DocuSign will not use such information in a form that personally identifies You. ##6) FEES. DocuSign may choose in the future to charge for use of the SOFTWARE, the APIs and/or Services. If DocuSign in its sole discretion chooses to establish fees and payment terms for such use, DocuSign will provide notice of such terms as provided in Section 10 below, and You may elect to stop using the SOFTWARE, APIs and/or Services rather than incurring fees. ##7) TERMINATION. DocuSign reserves the right to discontinue offering the SOFTWARE, APIs and Services or to modify the SOFTWARE, APIs or Services at any time in its sole discretion. If You are dissatisfied with any aspect of the SOFTWARE, APIs or Services at any time, Your sole and exclusive remedy is to cease using them. Notwithstanding anything contained in the agreement to the contrary, DocuSign may also, in its sole discretion, terminate or suspend access to the APIs and Services to You or any end user at any time. You acknowledge that termination and/or monetary damages may not be a sufficient remedy if You breach this agreement and that DocuSign will be entitled, without waiving any other rights or remedies, to injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction in the event of a breach. This Section and Sections 3, 4, 6, 9, 11, 12, 13, 14 and 15 will survive termination of this agreement or any discontinuation of the offering of the SOFTWARE, APIs or Services, along with any other provisions that would reasonably be deemed to survive such events. ##8) RESERVATION OF RIGHTS. Except for the licenses expressly granted under this Agreement, DocuSign and its suppliers retain all right, title, and interest in and to the SOFTWARE, APIs, Services, and all intellectual property rights therein. You are not authorized to alter, modify, copy, edit, format, create derivative works of, or otherwise use any materials, content, or technology provided under this Agreement except as explicitly provided in this agreement or approved in advance in writing by DocuSign. ##9) MODIFICATIONS; NOTICES. If we change this contract, then we will give you notice before the change is in force. If you do not agree to these changes, then you must cancel and stop using the SOFTWARE, Services and APIs before the changes are in force. If you do not stop using the SOFTWARE, Services or APIs, then your use of the SOFTWARE, Services or APIs will continue under the changed contract. DocuSign may give notices to You, at DocuSign's option, by posting on any portion of https://demo.docusign.net or by electronic mail to any e-mail address provided by You to DocuSign. ##10) ENTIRE AGREEMENT. This agreement, and any applicable TOU or contract for Services, are the entire agreement with respect to the SOFTWARE, the Services and the APIs. ##11) APPLICABLE LAW. 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. You and DocuSign 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) LEGAL EFFECT. This agreement describes certain legal rights. You may have other rights under the laws of Your country. This agreement does not change Your rights under the laws of Your country if the laws of Your country do not permit it to do so.##13) DISCLAIMER OF WARRANTY. The SOFTWARE is licensed “as-is.” You bear the risk of using it. DocuSign gives no express or implied warranties, guarantees, or conditions. You may have additional consumer rights under Your local laws which this agreement cannot change. To the extent permitted under Your local laws, DocuSign excludes the implied warranties of merchantability, fitness for a particular purpose and non-infringement. ##14) LIMITATION ON AND EXCLUSION OF REMEDIES AND DAMAGES. You can recover from DocuSign and its suppliers only direct damages up to U.S. $5.00. You cannot recover any other damages, including consequential, lost profits, special, punitive, indirect, or incidental damages. This limitation applies to ##a) anything related to the SOFTWARE, services, content (including code) on third party Internet sites, or third party programs; and ##b) claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law. ##It applies even if DocuSign knew or should have known about the possibility of the damages. The above limitation or exclusion may not apply to You because Your country may not allow the exclusion or limitation of incidental, consequential or other damages.
