DocuSign Inc. Developer Agreement
Thank you for your interest in the DocuSign’s APIs, other developer services, and associated software (collectively, the “API”), which allows you to build web and mobile applications that use content from and interact with DocuSign-branded products and services that include its websites and electronic signature solutions (“Services”). Because DocuSign (“we,” “our,” or “us”) is committed to protecting our users and the Services, we require you to abide by the following terms governing your use of the API.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE REGISTERING FOR A DEVELOPER SANDBOX ACCOUNT AND/OR USING THE API. By accessing and using the API, you and, if applicable, the entity you represent in accessing the API (“you”) explicitly agree to comply with and be bound by the following terms and conditions, which incorporate by reference the DocuSign API guidelines available here: https://www.docusign.com/developer-center/documentation (“API Guidelines”) and any applicable license agreement governing the software you download for use with the API (the “API Agreement”), which we may change at any time. Please review this Agreement periodically and check the version date for changes. IF YOU DISAGREE WITH ANY OF THE TERMS OF THIS API AGREEMENT, WE DO NOT GRANT YOU A LICENSE TO USE THE API.
1. Services. The DocuSign API allows pre-approved licensees to retrieve certain data (“DocuSign Data”) regarding DocuSign’s Services for use in developing web and mobile applications that integrate with or facilitate the use of the Services. We reserve the right to modify or discontinue the API or the Services with or without notice. We will not be liable to you or any third party if we modify or discontinue the API or Services. Modifications may affect your application and may require you to make changes to your application at your own cost to continue to be compatible with the API or the Services.
2. Becoming a Licensee. In order to use and make calls to the API, you must register and create a developer sandbox account with us. Once you have created a developer sandbox account, you will be given access to our demonstration environment (“DEMO”) to test your application. If you decide to submit your product for production, you will be required to complete our application review process. During the review process, we reserve the right, in our discretion, to require you to submit information about your application, at your own cost, so that we may determine whether your application complies with our API Guidelines. If you pass the review process, we will provide you with a unique Integrator Key in Production. We reserve the right to withhold an Integrator Key from any potential licensee in our sole discretion and to require you to submit updated information about your application in the event of modification. You agree to keep your Integrator Key confidential, and not to share it with any third party. The license to use the API is personal to you, and any affiliates must seek and obtain their own license and Integrator Key. If you believe that your Integrator Key has been obtained by any other person or that your account has been used in an unauthorized way, you agree to notify us immediately at the contact information provided below in Section 15. All calls to the API must reference the Integrator Key issued to you as an approved licensee. You will not misrepresent or mask either your identity or your Integrator Key when using the API. Once you have received an Integrator Key, your application will work with our production environment, but you will not be able to directly access the production environment.
If you are an existing DocuSign user that is using the API to build a custom integration with your product, you must also follow the steps outlined in this Section to have your integration approved. Once approved, you will be able to access to our production environment.
3. Ownership, License, and Intellectual Property. As between you and DocuSign: (i) DocuSign retains all rights, title, and interest in and to all intellectual property rights embodied in or associated with the API and the Services, and any content DocuSign created or derived therefrom; and (ii) you retain all rights, title, and interest in and to all intellectual property rights embodied in or associated with your application, excluding the rights of DocuSign under this Agreement. You are granted a limited, non-sublicensable right to access and make calls to the API, and to use the Services and DocuSign Data for your personal, non-commercial, and informational use only. Commercial use is defined as charging end users for access to the DocuSign Data and/or selling the data to third parties. Your license to DocuSign Data is limited to making direct server calls to DocuSign for the DocuSign Data and to distributing the DocuSign Data to your end users, immediately upon receipt by your servers. You may not sell, lease, share, transfer, or sublicense the APIs or access or Integrator Key thereto. As a condition of your license, you will provide the DocuSign Data to users on “as is” terms, with disclaimers substantially equivalent to those set forth in Section 9.
The DocuSign name and logo (“Logos”)are copyrighted and ALL RIGHTS RESERVED Copyright © 2015 DocuSign, Inc. and its licensors. You agree to use the Logos in accordance with DocuSign’s trademark license. We reserve the right, without notice and in our sole discretion, to terminate your license to use the API and Logos, and to block or prevent future access to and use of the API.
4. Restrictions. You may NOT, and you will not enable others to, use the API to:
- Violate any law or regulation (including relevant electronic signature laws), or rights of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, or in any manner inconsistent with this API Agreement or DocuSign’s other agreements to which you are subject;
- Promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, viruses, or other malicious programs or code, counterfeit goods, items subject to US embargo, hate materials or materials urging acts of terrorism or violence, goods made from protected animal/plant species, recalled goods, hacking/surveillance/interception/descrambling equipment, cigarettes, illegal drugs and paraphernalia, unlicensed sale of prescription drugs and medical devices, pornography, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, unlicensed trade or dealing in stocks and securities, gambling items, professional services regulated by state licensing regimes, non-transferable items such as airline tickets or event tickets, non-packaged food items, weapons and accessories;
- Compete with products or services offered by DocuSign;
- Derive income from the use or provision of the APIs, whether for direct commercial or monetary gain or otherwise, without our prior, express, written permission;
- Transmit any viruses or other computer programming that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system or data;
- Retain any copies of the DocuSign Data, other than limited intermediate copies only as necessary to perform activities permitted under this API Agreement. You will delete all intermediate copies when they are no longer required for the purpose for which they were created.
- Make it appear or permit someone else to make it appear that DocuSign Data is available from a third party website;
- Separately extract and provide or otherwise use data elements from the DocuSign Data to enhance the data files of third parties;
- Use the API other than on an individual transactional basis, i.e., you will not permit your users to access the DocuSign Data in bulk.
- Make more calls to the API than permitted by our API Guidelines. We may approve higher call limits in our sole discretion based on various factors, including the ways your application may be used or the anticipated volume of use associated with your application. We may, in our sole discretion, charge you for API calls that exceed the call limits or terminate your access to the API in accordance with Section 12. Unused API calls will not roll over.
- 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: (i) access or use DocuSign Data or the Services to obtain any information beyond what DocuSign allows under this API Agreement; (ii) change any DocuSign Data; (iii) break or circumvent any of DocuSign’s technical, administrative, process or security measures; (iv) disrupt or degrade the performance of the DocuSign website or the API; or (v) otherwise test the vulnerability of our systems or networks.
- Frame any web page served by DocuSign servers, unless provided with our prior, express, written permission.
You agree that DocuSign may, but has no obligation to, monitor use of the API to ensure quality, improve DocuSign products and services, and verify your compliance with the API Agreement. We are not responsible for files, user posts on our forums, or any other third party information accessible through the API.
If you become aware that any user of your application is in material breach this API Agreement, any provisions you are required to offer under this API Agreement, or any other DocuSign terms to which you are subject (the “Applicable Terms”), then you agree to notify us promptly of such breach at the contact information listed below in Section 15, and to take prompt commercially reasonable corrective action at your expense to remedy such breach. In addition, upon our request, you will either (a) use commercially reasonable efforts to obtain such equitable relief to prevent harm to DocuSign or its licensors, or (b) assign any of your applicable rights to permit DocuSign or the applicable licensor to seek such equitable relief. Your obligations to report and enforce the Applicable Terms will survive termination of this API Agreement or your use of the API.
6. Limited Relationship. You and DocuSign are independent contractors, and nothing in this API Agreement shall be construed as creating an employer-employee relationship, a partnership, or a joint venture. While you may publicly refer to the fact that you have implemented the API, you agree not make any other public statements that assert or imply any other relationship with DocuSign, unless you have our prior, express, written approval.
7. Indemnity. You agree to defend, hold harmless and indemnify DocuSign, and its subsidiaries, affiliates, officers, agents, employees, and suppliers, from and against any third party claim arising from or in any way related to your or your users’ use of the API or DocuSign Data, use of Logos other than as set forth in Section 3, violation of this API Agreement or other actions connected with use of DocuSign services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, we will provide you with written notice of such claim, suit, or action.
8. NO WARRANTIES. THE API, DOCUSIGN DATA, AND THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT USE OF THE API AND THE SERVICES, INCLUDING ALL CONTENT OR DATA DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THE API OR THE SERVICES, 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 API AND SERVICES. WE DO NOT REPRESENT OR WARRANT THAT MATERIALS IN THE API AND SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE.
9. LIMITATION ON LIABILITY. IN NO EVENT SHALL DOCUSIGN, ITS OFFICERS, DIRECTORS, AGENTS, AFFILIATES, EMPLOYEES, ADVERTISERS, OR DATA PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA) WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EQUITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE API, DOCUSIGN DATA, OR THE SERVICES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS API AGREEMENT, DOCUSIGN’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF THIS API 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 API AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
10. Confidentiality. “Confidential Information” will include all information provided by DocuSign to you under this API Agreement, including without limitation, any application tools, DocuSign Data, and Integrator Keys. You will not use or disclose Confidential Information other than as required to perform under and permitted by this API Agreement. Your confidentiality obligations will survive the termination of this API Agreement for three years. The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information and that DocuSign will be entitled (without waiving any other rights or remedies) to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without obligation to post any bond. Any information provided by you to us is considered by us to be non-confidential. We have no duty, express or implied, to pay any compensation for the disclosure or use of any such information provided by you to us.
11. Modification of the API Agreement. We may change, add to or delete this API Agreement or any portion thereof from time to time in our sole discretion.
12. Termination. We may change, suspend or discontinue the API and suspend or terminate your use of the API, DocuSign Data, and/or Logos at any time for any reason, without notice. You may also terminate by ceasing to use the API, DocuSign Data, and Logos, removing implementation of the API from your application(s), and deleting all copies of the DocuSign Data and Logos.
13. Choice Of Law, Waiver, And Claims. This API Agreement shall be governed by the laws of the State of Washington without regard to its conflict of law provisions. Our failure to exercise or enforce any right or provision of the API Agreement will not be deemed to be a waiver of such right or provision. If any provision of this API Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this API Agreement remain in full force and effect.
14. General. You represent that you have the authority to bind the entity (if any) you represent in accessing the API. You agree not to export from anywhere any part of the API, DocuSign Data, or Logos provided to you or any direct product thereof except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations. The section titles in this API Agreement are solely used for the convenience of the parties and have no legal or contractual significance. DocuSign may assign this API Agreement, in whole or in part, at any time with or without notice to you. You may not transfer, assign, or delegate this API Agreement or your Integrator Key to any third party. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. Except as expressly stated herein, this API Agreement constitutes the entire agreement between you and DocuSign with respect to the API and supersedes all prior or contemporaneous communications of any kind between you and DocuSign with respect to the API, DocuSign Data, or Logos.