Docusign Developer Terms and Conditions

Last updated: June 5, 2024.

IMPORTANT NOTICE: THESE DOCUSIGN DEVELOPER TERMS AND CONDITIONS (the “AGREEMENT”) CONTAIN A BINDING ARBITRATION PROVISION AND WAIVER OF JURY TRIALS AND CLASS ACTIONS GOVERNING DISPUTES ARISING FROM USE OF THE DOCUSIGN DEVELOPER CENTER AND TOOLS. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE MANDATORY ARBITRATION AND WAIVER OF CLASS ACTION SECTION BELOW. PLEASE READ CAREFULLY.

This Agreement governs the access to and use of the Docusign Developer Center and Developer Tools (as defined below) and apply to You and Your employer, employees, agents, contractors and any other entity on whose behalf You accept these terms (collectively “You” and “Your”). If You access or use Docusign Developer Tools by accessing the Docusign Developer Center or if You purchase relevant Docusign products and services as reflected on Your Order Form, You accept this Agreement. This Agreement constitutes a binding legal agreement between You and Docusign, Inc. (“Docusign,” “We,” “Us,” and “Our”).

If You and Docusign are parties to an existing agreement governing the use of Developer Tools, the terms of that agreement will control if there is a conflict between the pre-existing agreement and this Agreement. Please read the Agreement carefully and print or download a copy for Your future reference.

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. 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 DEVELOPER TOOLS.

We may modify this Agreement at any time at Our sole discretion. We will post the revised terms on this website at https://www.docusign.com/legal/terms-and-conditions/developers or any other applicable Docusign website and such updates will be effective upon posting. PLEASE REVIEW THIS WEBSITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. IF YOU CONTINUE TO USE THE DEVELOPER TOOLS AFTER THE REVISED TERMS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS. You agree that We shall not be liable to You or to any third party for any modification of this Agreement.

1. DEFINITIONS

“Developer Account” means a unique account established by You via the Docusign Developer Center within the Docusign demo environment to develop and test an Extension App or Integration.

“API” means one or more application programming interface made available by Docusign to support the interoperability of applications with Docusign products and services.

“API Materials” means any API libraries, Integration Keys, software, source files, sample code, reference documentation, how-to guides, requirements, template materials, and other content available via the Docusign Developer Center.

“Developer Tools” means the API, API Materials, developer console, or Docusign Sandbox, as well as any other services or tools that Docusign makes available to You via the Developer Center for the purpose of building and operating an Integration or Extension App.

“Extension App” means a software application that interoperates with Docusign products and services and is published or to be published on the Docusign online marketplace (“App Center”).

“Integration” means a computer application, including but not limited to web, client/server, mobile, and IoT applications, that use the API or API Materials to interact with Docusign products or services.

“Integration Key” (or Client ID, client App ID) means the one globally unique identifier (GUID) that is used to identify Your Integration and to authenticate Your API calls from such Integration.

“Order Form” means the online or paper ordering document or other document between You and Docusign or a Reseller, specifying the relevant Docusign services or products that You ordered and purchased.

“Docusign Sandbox” means the online QA, UAT or high performance demo environment as reflected on Your applicable Order Form where You may test Docusign products and services.

“Developer Center” means the Docusign website publicly available at https://developers.docusign.com/ and any website that supports the use of Developer Tools, including, but not limited to, nonproduction or demonstration environments, such as demo.docusign.net. (or any other website that links to this Agreement).

2. ACCOUNT AND REGISTRATION

During the Term (as defined in section 10) and subject to compliance with this Agreement, You may register for a Docusign Developer Account to access and use the Developer Tools. As a condition of Your registration, You represent that: (i) You meet the requirements for the legal age of majority in the jurisdiction where You reside; (ii) You are not barred by the laws of the United States or the applicable laws of another country from accessing and using the Developer Tools or the Docusign Developer Center; (iii) the information you provide is truthful, accurate, complete and up to date; and (iv) You consent to Docusign collecting, using and sharing your data as described in the Docusign Privacy Policy (including for marketing purposes).

3. OWNERSHIP & RIGHT TO USE

3.1 Except for the limited rights expressly granted in this section 3, Docusign reserves all rights, title, and interest in and to the Developer Tools and any related intellectual property developed by or for Docusign. 

3.2 Subject to the terms of this Agreement, You are granted a limited, revocable, non-transferable, non-exclusive, and non-sublicensable right to use the Developer Tools in accordance with any applicable API Materials, solely in connection with your development activities on the Docusign platform, and to develop or support your Integration or Extension App. Your license to use the API is (i) internal (all others, including any affiliates, must obtain their own license and Integration Key); and (ii) limited to making direct server calls to Docusign for the Docusign products and for distributing Docusign products to Your end users, immediately upon receipt by Your servers. Docusign does not warrant the availability of the Developer Tools, the Developer Center, or any Docusign Sandbox. We will not be liable if, for any reason, all or any part of the foregoing are unavailable for any time or for any period.

3.3 By accessing the API and/or API Materials, You agree that You, any Integration, or Extension App You develop or support will comply with:

i. the applicable Docusign API restrictions located at:  https://developers.docusign.com/platform/resource-limits/ and made available to You via the Developer Center (“API Restrictions”);

ii. the applicable technical guidelines and instructions relevant for the use of the specific API, Integration, or Extension App and made available via the Developer Center (“Guidelines”)

iii. Your Order Form (if applicable); and

iv. any license agreement governing the software We make available for use with the API. 

3.4 You acknowledge that Docusign, in Our sole discretion, reserves the right to terminate or change the Developer Tools, API Materials, API Restrictions, and Guidelines with or without notice. Modifications may affect Your Integration or Extension App and may require You to make changes at Your own cost to continue to be compatible with the API, API Restrictions, Guidelines, or other aspects of the API Materials.

3.5 You may not access or use any Developer Tool to Commercially Distribute (as defined below) your Integration or Extension App to third parties unless you are authorized to do so pursuant to a separate, written agreement with Docusign. Any violation of this section constitutes a material breach of this Agreement. You “Commercially Distribute” your product or service if installation, access and/or use of any version of your product or service, or its features or capabilities, requires the payment of fees of any kind (including, e.g., if your product or service integrates with or makes use of any application or other product or service for which you collect fees, or if your product or service is provided under a “freemium” payment model).

3.6 You authorize Us to interact with your Integration, including to engage in any copying or transmission that is necessary to provide the Developer Tools and enable your Integration or Extension App.

3.7 Some of the software that We provide for use with the Developer Tools may be open source software and governed by open source licenses. If an applicable open source license conflicts with this Agreement, the terms of the open source license will control.

3.8 The Docusign name and logo (“Brand Assets”) are trademarks of Docusign, Inc. You may use the Brand Assets, provided that Your use complies with Docusign’s Brand Asset License. You acknowledge and agree that Docusign may require Integrations and/or Extension Apps to meet certain quality and branding requirements, including, but not limited to, display of a Docusign logo. You grant Docusign the right to use Your company name and logo as necessary to identify your Integration and to promote the Developer Tools.

4. EARLY ACCESS OR BETA DEVELOPER TOOLS

4.1 Docusign may offer early access or beta services, Developer Tools, and/or products (“Beta Services”) through written notice (e.g. in-product notification) or other communication to You. Beta Services are in development (including in the very early or experimental stages of development), beta, open beta (targeted to specific customers or partners), or pre-general release versions. Docusign grants You a license to such Beta Services subject to section 3. You acknowledge that Docusign may modify or terminate a Beta Service at any time and for any reason. Docusign does not provide any warranties for the Beta Services.

4.2. In addition to the restrictions listed in section 8, You will not and will not permit any third party to provide, dispose or disclose any information or data contained in or related to the Beta Services to any third party without Docusign’s prior written consent. 

4.3 You agree to provide ongoing recommendations, suggestions, ideas, derivations, enhancement requests or other feedback concerning the operational and functional capabilities of the Beta Service (“Beta Feedback”). You hereby assign to Docusign all right, title, and interest in and to any Beta Feedback. You agree that Docusign is free to make unrestricted use, copy, modify, sell, distribute, sub-license, and create derivative works of the Beta Feedback without any necessity of payment or attribution to you. Beta Feedback will not be deemed your Confidential Information.

4.4 During Your use of the Beta Services, You will provide related material, statistics, quotes, or information related for Docusign’s use in certain marketing activities and you agree that such information will not be deemed Your Confidential Information.

5. DOCUSIGN SANDBOX PLANS

Subject to the Terms of your Master Services Agreement and this Agreement, You may purchase a Docusign Sandbox account to enable access to a QA, UAT, or high performance demo environment, as reflected on the applicable Order Form. Docusign may set and enforce limits on the use of Your Docusign Sandbox. 

QA sandbox plans are subject to the following restrictions: (i) the number of Authorized Users (as defined in your Docusign Master Services Agreement) You may register is equivalent to the number of seats You have purchased for Docusign eSignature; (ii) You may send up to 1,000 envelopes per month or up to three times Your monthly average based upon Your purchased eSignature envelopes, whichever is greater; (iii) Docusign will retain sandbox account metadata for up to 30 calendar days; (iv) each of Your registered Authorized Users is allowed to store up to 50MB (pooled at the sandbox account level); and, (v) You may make up to 3,000 API calls per hour.

If Your use exceeds the limits for the type of plan or sandbox you use, Docusign may require you to purchase a plan that suits your needs. Docusign may change the features or options available with a Docusign Sandbox without notice.  

6. EXTENSION APPS

You may use and access the Developer Tools to build Extension Apps to interoperate with Docusign products and services and to be published in the App Center. For the development and publication of Extension Apps the Docusign App Center Terms will apply to You in addition to this Agreement.

7. DEVELOPER RESPONSIBILITIES

Docusign’s provisioning of the Developer Tools is conditioned on Your acknowledgement of and agreement to the following:

i. You are solely responsible for any and all activities that occur under Your Developer Account and You will ensure that Your use of the Developer Tools is only for lawful purposes and in compliance with this Agreement, any other applicable laws or regulations;

ii. You will keep Your Developer Account credentials (such as passwords, rsa private keys etc.) confidential, and not share them with any third party. If You believe that Your credentials have been obtained by any other person or that Your Developer Account has been used in an unauthorized way, You agree to notify Us immediately at the contact information provided below in section 16;

iii. You will reference the Integration Key issued to You as necessary for calls to the API, as well as in requests for access tokens necessary to make further calls to the API;

iv. You will participate in any review or approval process applicable to Your Integration as outlined in the Guidelines;

v. If Your Integration collects data from or about end users or their devices via the API, You will ensure that it is collected and used in compliance with all applicable laws and industry standard security practices.

8. USE RESTRICTIONS

In connection with this Agreement and your use of the Developer Tools, You will not, and will not permit others to:

i. offer, license, sublicense, sell, re-sell, rent, lease, transfer, distribute, timeshare or otherwise make available any Developer Tools, Integration Keys or access thereto, 

ii. use the Developer Tools, or allow access to it, in a manner that circumvents usage restrictions or that exceeds the authorized use set forth in this Agreement or API Restrictions;

iii. use the Integration or APIs (a) 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), (b) to transmit any information You know to be fraudulent or misleading, or (c) to make it appear that any communication or other content is associated with any third-party product or service.

iv. interfere with, damage, disable, disrupt, overburden, or destroy any of the APIs,  the DeveloperTools, Docusign services, or the connected servers or networks;

v. access or use the Developer Center or Developer Tools for the purpose of: (i) developing or operating products or services intended to be offered to third parties in competition with Docusign services, or (ii) knowingly allowing access to a Developer Account by a direct competitor of Docusign;

vi. use the Developer Tools 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

vii. violate any applicable law or regulations, including but not limited to intellectual property rights, rights of privacy, or rights of personality;

viii.  use the Developer Tools 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 service components other than those specifically licensed under this Agreement, even if technically possible.

x. retain any copies of the Developer Tools, other than limited intermediate copies and only as necessary to perform activities permitted under this Agreement. This means that You must delete intermediate copies when they are no longer required for the purpose for which they were created;

xi. make it appear or permit someone else to make it appear that Docusign products or services are available from a third party website;

xii. extract data elements from the Docusign products and services except as necessary to support Your Integration or Extension App;

xiii. white label the Docusign product features by interfering with the display of Docusign Brand Assets and product trade dress without Our prior written approval;

xiv. 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 products or the Developer Tools to obtain any information beyond what Docusign allows under this Agreement; (b) change any Docusign product or documentation; (c) break or circumvent any of Docusign’s technical, administrative, procedural or other measure that pertains to security; (d) disrupt or degrade the performance of the Developer Center or the API; or (e) otherwise test the vulnerability of Our systems or networks;

xv. 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 the Tools to persons on the U.S. government denied-party lists or in violation of any export restriction or embargo of the United States;

xvi. access the Developer Tools for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes;

xvii. use the Developer Tools or any information gained from the use thereof 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, or use the Tools for any other purposes that are outside the purposes defined in section 3 above.

9. PAYMENT TERMS

If You purchase any Docusign products and services (for example a Docusign Sandbox), the relevant payment terms will be set forth in the Order Form or applicable licensing agreement. 

10. TERM AND TERMINATION

10.1 Term. This Agreement begins upon creation of Your Developer Account or any other access to the Developer Tools and continues until the Term on your Order Form expires or your use of the Developer Tools ceases (including as a result of termination in accordance with this section 10) (“Term”).

10.2 Termination.  Notwithstanding anything to the contrary herein, and in addition to all other remedies available to Us, We may limit, suspend or terminate Your Developer Account, Your access or use of the API, Your Integration Key or other aspects of the Tools without notice if: (a) You breach any provision of this Agreement; (b) You violate any Guidelines or Restrictions applicable to the Developer Tools; (c) You transfer use of the Developer Tools to another person without Our consent; (d) We determine, in Our sole discretion, that Your use of the Developer Tools is excessive, unusually burdensome, or unprofitable to Us; (e), We believe that Your continued use of the Developer Tools presents a threat to the security of other developers or to users any Docusign product or service; or (f) at our discretion, for any reason or no stated reason, including pursuant to the provisions of section 3.4.

10.3 Effect of Termination & 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 Brand Assets and the Developer Tools; (f) You will remove implementation of the API and the Integration Key from Your Integration(s) and delete all copies of the Developer Tools and Brand Assets; and (g) the parties’ rights and obligations under sections 10.3, 12 through 15, will survive.

11. WARRANTIES AND DISCLAIMERS

11.1 NO WARRANTIES.  THE DEVELOPER TOOLS, APIS, API MATERIALS, BETA SERVICES, AND ACCESS TO A DOCUSIGN SANDBOX ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT USE OF THE DEVELOPER TOOLS, INCLUDING ALL CONTENT OR DATA DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THE DEVELOPER TOOLS, 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 DEVELOPER TOOLS. WE DO NOT REPRESENT OR WARRANT THAT THE DEVELOPER TOOLS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE.

11.2 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 THE DEVELOPER TOOLS ARE OR WILL BE ERROR-FREE OR MEET YOUR REQUIREMENTS. YOU 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 this event, such warranties are limited to the maximum extent permitted by, and to the minimum warranty period allowed by the mandatory applicable law.

12. YOUR INDEMNIFICATION OBLIGATIONS

You will indemnify Docusign and its affiliates and each of their respective employees, directors, agents, and representatives (“Indemnified Parties”) from, and defend the Indemnified Parties against, any actual or threatened third-party claim, or legal action or administrative agency action or proceeding (“Claim”), arising from or relating to (a) your use or misuse of the Developer Tools or Brand Assets, (b) your breach of this Agreement, and (c) Your Integrations or Extension Apps, including any end user's use thereof. Docusign will give You prompt written notice of a Claim and provide reasonable assistance with its defense. You will have sole authority to defend or settle a Claim at your expense, provided any such settlement does not impose ongoing obligations on the Indemnified Parties.

13. LIMITATIONS OF LIABILITY

13.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, DOCUSIGN WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, COVER, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE DEVELOPER TOOLS, DOCUSIGN SANDBOX, API MATERIALS, OR DOCUSIGN API, INCLUDING, BUT NOT LIMITED TO, GOODWILL, WORK STOPPAGE, LOST PROFITS, OR LOSS OF BUSINESS, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH LOSSES, AND WHETHER SUCH CLAIMS ARE MADE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.

13.2 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.

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 LIABILITY THAT CANNOT LEGALLY BE EXCLUDED OR LIMITED UNDER MANDATORY LAW).

14. CONFIDENTIALITY

14.1 “Confidential Information” means any trade secrets or other information of Docusign or You, whether of a technical, business, or other nature, 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.

14.2 Restricted Use and Nondisclosure. During and after the Term, Recipient will: (a) use the Confidential Information of the other party solely for purposes that are consistent with the scope of this Agreement; (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.

14.3 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.

14.4 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.

14.5 Remedies. Recipient acknowledges that any actual or threatened breach of this section 14 may cause irreparable, non-monetary injury to the disclosing party, the extent of which may be difficult to ascertain. Accordingly, the disclosing party may 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 14, 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 14.

14.6 Existing Obligations.  The obligations in this section 14 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.

14.7 Feedback. Docusign encourages You to provide suggestions, proposals, ideas, recommendations, or other feedback regarding improvements to the Developer Tools and related resources (“Feedback”). To the extent You provide Feedback, You grant Docusign and its affiliates a royalty-free, fully paid, sub-licensable, transferable (notwithstanding section 15.2 (Assignability)), 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 Docusign services) without restriction. You shall ensure that (a) Feedback does not identify You, Your affiliates, or include any personal data, and (b) You have obtained requisite authorization from any other third party to grant the license described herein. For the avoidance of doubt, Feedback does not constitute Your Confidential Information.

15. GENERAL

15.1 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.

15.2 Assignability. You may not assign Your rights or obligations under this Agreement, which include without limitation Your Integration 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.

15.3 Notices. Except as otherwise permitted by this Agreement, any notice required or permitted to be given will be effective only if it is in writing and sent using: (a) Docusign services; (b) certified or registered mail; or (c) insured courier, to the appropriate party at the address set forth in your registration information or as in section 16 for Docusign, with a copy, in the case of Docusign, to legal@docusign.com. You or we may change our address for receipt of notice by notice to the other party in accordance with this Section 15.3. 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.

15.4 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.

15.5 Mandatory Arbitration, Waiver of Class Actions.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TOOLS, OR THE SITE WILL BE RESOLVED BY BINDING ARBITRATION CONDUCTED BEFORE ONE ARBITRATOR, RATHER THAN IN COURT. You agree that performance under this Agreement affects interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This section 15.5 is intended to be interpreted broadly and governs any and all disputes between us including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; claims that arose before this Agreement or any prior; and claims that may arise after the termination of this Agreement. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property as provided below.

15.5.1 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.

15.5.2 Initial Dispute Resolution.  Most disputes can be resolved without resort to arbitration. If you have any dispute with us, you agree that before taking any formal action you will contact us at legal@docusign.com and provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to a Developer Account). Except for intellectual property, you and Docusign agree to use their reasonable efforts to settle any dispute, claim, question, or disagreement directly through consultation with Docusign, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.

15.5.3 Binding Arbitration.  If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims (except as provided below) subject to the terms of this Agreement set forth below. Specifically, all claims arising out of or relating to this Agreement, the parties' relationship with each other, and/or your use of the Docusign services and Developer Tools shall be finally settled by binding arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions.

15.5.4 Arbitrator’s Powers.  The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including but not limited to any claim that all or any part of these Terms is void or voidable, whether a claim is subject to arbitration or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

15.5.5 Filing a Demand.  To start an arbitration, you must do the following: (a) Write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com); (b) Send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, Two Embarcadero Center, Suite 1500, San Francisco California 94111; and (c) Send one copy of the Demand for Arbitration to us at: legal@docusign.com.

15.5.6 Fees & Costs.  If your claim(s) total is less than US $5,000.00, then: (a) 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 an in-person hearing; (b) Docusign will reimburse your filing fees up to a maximum of US $1,500.00 unless the arbitrator determines that your claims are frivolous; and (c) Docusign will not seek attorney’s fees and costs, unless the arbitrator determines that your claims are frivolous. You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise.

15.5.7 No Jury Trial.  The parties understand that, absent this mandatory arbitration section, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

15.5.8 Venue.  Arbitration shall be initiated and take place in in San Francisco, California, United States, and you and Docusign agree to submit to the personal jurisdiction of any federal or state court in San Francisco, California in order to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

15.5.9 Class Action Waiver.  The parties further agree that the arbitration shall be conducted in the party’s respective individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND DOCUSIGN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

15.5.10 Exception: Litigation of Intellectual Property.  Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations, or claims arising from or relating to theft, piracy, or unauthorized use of intellectual property in any state or federal court with jurisdiction or in the U.S. Patent and Trademark Office to protect its Intellectual Property Rights. “Intellectual Property Rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights.

15.5.11 Survival. This Mandatory Arbitration, Waiver of Class Actions section shall survive any termination of your use of the Developer Center or the Developer Tools.

15.6 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.

15.7 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.

15.8 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.

15.9 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 the Developer Tools. This Agreement supersedes any previously published iteration of Terms and Conditions applicable to Developers, as well as all previous oral and written communications regarding these matters. 

16. HOW TO CONTACT US. If you have any questions about the Developer Center or this Agreement, complaints, or other inquiries, please contact Docusign at 221 Main Street, Suite 1500, San Francisco, CA, 94105, United States, or by calling from the U.S. (800) 379-9973. California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.