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License.txt
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License.txt
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DOCUSIGN API SDK LICENSEThis is an agreement between You ( ÒYouÓ) and DocuSign Corporation, located at 701 Fifth Avenue, Suite 4500, Seattle WA 98104, (ÒDocuSignÓ) regarding Your use of the DocuSign API Software Development Kit and any associated documentation, software code or other materials made available by DocuSign (collectively referred to in this agreement as the ÒSDKÓ). The SDK includes documentation for one or more DocuSign application programming interfaces (collectively the ÒAPIsÓ), which may be further defined in API-specific Terms of Use (ÒTOUÓ), and any software code provided by DocuSign in conjunction with such documentation. The SDK is made available by DocuSign to assist developers in integrating certain functionality of the DocuSign services made available through the APIs (the ÒServicesÓ) into web applications. This agreement applies to any updates, supplements or support services for the SDK, unless other terms accompany those items. If so, those other terms apply.By installing, accessing or otherwise using the SDK, 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 SDK or the APIs. If You comply with this agreement, You have the rights below. (1) USE OF THE SDK. Subject to Your compliance with this agreement, DocuSign hereby authorizes You to use the SDK solely for the purpose of creating web applications designed to operate with the Services (referred to as ÒAuthorized ApplicationsÓ). You may not rent, lease or lend any of Your rights in the SDK or access to the Services. You may make a reasonable number of copies of the SDK for the purposes set forth herein, provided that You reproduce only complete copies, including without limitation all Òread meÓ files, copyright notices, and other legal notices and terms that DocuSign has included in the SDK, and provided that You may not distribute any copy You make of the SDK. Your Authorized Applications: will include functionality that enables end users to access and use all features available through the Services; will not include any independent features or functionality that are substantially similar to or compete with the functionality available through the Services; and will not provide access to or promote any services that are substantially similar to or compete with the Services. (2) DISTRIBUTABLE CODE. If the SDK contains Distributable Code (as defined below), You are permitted to include such code in Authorized Applications if You comply with the terms below.(a) Right to Use and Distribute. You may copy and distribute the object code form of code listed in REDIST.TXT files, if any, and you may modify, copy, and distribute the source form of code marked as ÒsampleÓ in the SDK. Such code is ÒDistributable Code.Ó You may permit distributors of Your Authorized Applications to copy and distribute the Distributable Code as part of those applications.(3) Distribution Requirements. For any Distributable Code that You distribute, You must require distributors and external end users to agree to terms that protect it at least as much as this agreement; and indemnify, defend, and hold harmless DocuSign from any claims, including attorneysÕ fees, related to the distribution or use of Your applications.(4) Distribution Restrictions. You may not alter any copyright, trademark or patent notice in the Distributable Code; use DocuSignÕs trademarks in Your programsÕ names or in a way that suggests Your applications come from or are endorsed by DocuSign; include Distributable Code in malicious, deceptive or unlawful applications; or modify or distribute the source code of any Distributable Code so that any part of it becomes subject to an Excluded License. An Excluded License is one that requires, as a condition of use, modification or distribution, that the code be disclosed or distributed in source code form; or others have the right to modify it.(5) SCOPE OF LICENSE. The SDK is licensed, not sold. This agreement only gives You some rights to use the SDK. DocuSign reserves all other rights. DocuSign specifically does not grant any express or implied rights under its patents with respect to your Authorized Applications. Unless applicable law gives You more rights despite this limitation, You may use the SDK only as expressly permitted in this agreement. In doing so, You must comply with any technical limitations in the SDK that only allow You to use it in certain ways. You may not reverse engineer, decompile or disassemble the SDK, except and only to the extent that applicable law expressly permits, despite this limitation; make more copies of the SDK than specified in this agreement, except and only to the extent applicable law expressly permits, despite this limitation; publish the SDK for others to copy; or rent, lease or lend the SDK.(6) 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 TOU which can be found on: https://demo.docusign.net.(7) EXPORT RESTRICTIONS. THE SDK IS SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO THE SDK. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END USE.(8) SUPPORT. DocuSign is not obligated to provide any technical or other support (ÒSupport ServicesÓ) for the SDK 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.(9) FEES. DocuSign may choose in the future to charge for use of the SDK, 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 SDK, APIs and/or Services rather than incurring fees.(10) TERMINATION. DocuSign reserves the right to discontinue offering the SDK, APIs and Services or to modify the SDK, APIs or Services at any time in its sole discretion. If You are dissatisfied with any aspect of the SDK, 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 SDK, APIs or Services, along with any other provisions that would reasonably be deemed to survive such events.(11) 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 SDK, 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.(12) 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 SDK, Services and APIs before the changes are in force. If you do not stop using the SDK, Services or APIs, then your use of the SDK, 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.(13) ENTIRE AGREEMENT. This agreement, and any applicable TOU or contract for Services, are the entire agreement with respect to the SDK, the Services and the APIs.(14) APPLICABLE LAW AND VENUE Washington state law governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles. The laws of the state where You live govern all other claims, including claims under state consumer protection laws, unfair competition laws, and in tort. You agree that any action brought under this Agreement will be subject to exclusive jurisdiction and venue in the state and federal courts located in Seattle, Washington.(15) 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.(16) DISCLAIMER OF WARRANTY. The SDK is licensed Òas-is.Ó 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. DocuSign does not represent or warrant that the SDK or the Services will always be available, uninterrupted, secure, or error free. (17) 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, indirect or incidental damages. This limitation applies to (a) anything related to the SDK, 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.