DOCUSIGN EDIT SOFTWARE LICENSE AGREEMENT

This is an agreement (the “License Agreement”) between you (as an individual or an entity, “You” or “Your”) and Docusign, Inc., located at 221 Main Street, San Francisco, CA 94105 (“Docusign”) regarding Your use of the Docusign Edit software and any associated explanatory written materials (“Documentation”), software code or other related materials made available by Docusign (collectively, the “Software”). Access to and use of Docusign Services (e.g., Docusign CLM, Docusign eSignature) are governed by a Master Services Agreement (or similarly titled agreement) between You and Docusign (the “MSA”) to which You must agree. If You are entering into this License Agreement on behalf of a company or other legal entity (e.g., your employer), You represent that You are authorized to bind such entity and its affiliates to this License Agreement, and agree that the terms “You” or “Your” will refer to such entity and its affiliates. All capitalized terms used in this Agreement not specifically defined herein shall have the same meaning as in the MSA.

BY INSTALLING, ACCESSING OR OTHERWISE USING THE SOFTWARE, YOU ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, YOU SHALL NOT NOT INSTALL, ACCESS OR USE THE SOFTWARE.

1) SOFTWARE LICENSE. Subject to Your compliance with this License Agreement and the MSA, and payment of applicable license fees, if any, Docusign grants You a limited, non-exclusive, non-transferable (except as expressly permitted in this License Agreement), non-sublicensable license to install and use the Software in object code form only and solely in connection with Your use of Docusign CLM in compliance with the MSA and any applicable Order Form, and in compliance with the terms of this License Agreement.

2) SCOPE OF LICENSE. The Software is licensed, not sold. Docusign reserves all rights not expressly granted in this License Agreement, except and only to the extent applicable law expressly gives You more rights despite this limitation. Use of non-Docusign services and materials that may be included in or accessed through the Software may be subject to additional terms and conditions.

3) RESTRICTIONS AND REQUIREMENTS.

(a) You shall use the Software only as expressly permitted in this License Agreement and in a manner consistent with the design of the Software and the Documentation.

(b) You shall not reverse engineer, decompile or disassemble the Software or otherwise attempt to discover the source code for the Software, except and only to the extent that applicable law expressly permits You to do so despite this limitation;

(c) You shall not rent, lease, lend or otherwise transfer any of Your rights in the Software to others, or permit the Software to be copied onto another individual’s or legal entity’s computer except as may be permitted in this License Agreement;

(d) You shall not modify the Software except as may be permitted in this License Agreement;

(e) You shall not use or offer the Software on a service bureau or time-sharing basis;

(f) You shall not attempt to circumvent or disable any security or usage limitation features of the Software; and

(g) You shall not use the Software in any manner that violates applicable law.

4) OWNERSHIP. The Software is licensed, not sold, and is protected by copyright and other intellectual property laws and treaties. Docusign and/or its licensors own all rights, title, and interest in the Software, including all copyrights, trade secrets, trademarks, patent rights, ideas, concepts, know-how, techniques, inventions, discoveries, improvements and other intellectual property and proprietary rights therein. Except for the limited license rights granted hereunder, You have no rights in or to the Software or any copies thereof, except to possess and use them in accordance with this License Agreement and the MSA. To the extent You are permitted to make copies of the Software (including, for clarity, the Documentation), You shall include Docusign’s copyright, trademark or other proprietary rights notices or legends on any complete or partial copies of the Software in the same form and location as the notice appears on the original work. Docusign reserves all rights not expressly granted to You in this License Agreement and You agree not to take any action that interferes, in any manner, with Docusign’s or its licensors’ rights with respect to the Software.

5) CONFIDENTIALITY. The Software contains and constitutes valuable confidential and trade secret information of Docusign, including, but not limited to, user interface design, methods and algorithms for interoperability between operating systems and devices, and other data processing algorithms, innovations and concepts (“Confidential Information”). You agree not to disclose any Confidential Information, nor permit access to the Software or any part thereof, to any third parties not under an obligation of confidentiality to You to protect the confidentiality of Confidential Information You disclose to them. You further agree not to utilize for Your own benefit any such Confidential Information except in connection with Your permitted use thereof.

6) UPDATES. Docusign may, at its option, periodically make available updates, corrections, patches or fixes addressing operational or other issues related to the Software (collectively, “Updates”). Any Updates that are made available shall be deemed part of the Software.

7) SUPPORT. Docusign is not obligated to provide any technical or other support (“Support Services”) for the Software. However, if Docusign chooses to provide Support Services to You, Your use of such Support Services will be governed by the terms that accompany the Support Services and the then-current Docusign policies with respect to the Support Services. 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.

8) FEES. Docusign may, in its sole discretion, choose in the future to charge for use of the Software. If Docusign chooses to establish fees and payment terms for use of the Software, Docusign will provide advanced notice of such terms, and You may elect to stop using the Software rather than incurring fees.

9) TERM AND TERMINATION.  This License Agreement shall remain in effect until the expiration or termination of Your Docusign CLM subscription. It shall also automatically terminate upon your breach of this License Agreement or the MSA, without the need for notice from Docusign. Upon any expiration or termination of this License Agreement, You shall immediately cease use of and delete all copies of the Software from all devices in Your possession or control on which the Software has been installed. Docusign reserves the right to discontinue offering the Software or to modify the Software in its sole discretion. If You are dissatisfied with any aspect of the Software at any time, Your sole and exclusive remedy is to cease using the Software. You acknowledge that termination and/or monetary damages may not be a sufficient remedy if You breach this License 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.

10) INDEMNIFICATION. You agree to hold harmless, defend, and indemnify Docusign, its affiliates and their respective officers, directors, employees, subsidiaries, contractors, subcontractors, suppliers, licensors, agents, partners, resellers, distributors, successors and assigns from all liabilities, losses, claims, demands, costs, and expenses, including attorneys’ fees, to the extent due to or arising from Your breach of this Agreement, Your use or misuse of the Software, Your infringement or violation of any intellectual property rights or any other right of any third party, Your negligent or intentional acts or Your violation of applicable law. Docusign may assume exclusive control of any defense of any matter subject to indemnification by You, and You agree to cooperate with us in such an event.

11) 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 LICENSE 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.

12) LIMITATION ON AND EXCLUSION OF REMEDIES AND DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS LICENSE AGREEMENT, THE TOTAL AGGREGATE LIABILITY OF DOCUSIGN AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SUBSIDIARIES, CONTRACTORS, SUBCONTRACTORS, SUPPLIERS, LICENSORS, AGENTS, PARTNERS, RESELLERS, DISTRIBUTORS, SUCCESSORS AND ASSIGNS UNDER ANY PROVISION OF THIS LICENSE AGREEMENT OR OTHERWISE RELATED TO THIS LICENSE AGREEMENT, FOR ANY AND ALL CLAIMS, BASED ON ANY THEORY OF LIABILITY, WHETHER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED THE SUM OF ONE HUNDRED DOLLARS ($100.00).
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS LICENSE AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF THEORY OF LIABILITY, WHETHER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE, IN NO EVENT SHALL DOCUSIGN OR ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SUBSIDIARIES, CONTRACTORS, SUBCONTRACTORS, SUPPLIERS, LICENSORS, AGENTS, PARTNERS, RESELLERS, DISTRIBUTORS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR LOSS OR DAMAGE TO INFORMATION OR DATA, OR FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE OR IN CONNECTION WITH ANY PROVISION OF THIS LICENSE AGREEMENT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13) RESERVATION OF RIGHTS. Except for the licenses expressly granted under this License Agreement, Docusign and its suppliers retain all right, title, and interest in and to the Software, 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 License Agreement except as explicitly provided in this License Agreement or approved in advance in writing by Docusign.

14) 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.

15) MODIFICATIONS; NOTICES. If we change this License Agreement, then we will give you notice before the change is in force. If you do not agree to the changes, then you must cancel and stop using the Software before the changes are in force. If you do not stop using the Software, then your use of the Software  will continue under the changed License Agreement..

16) U.S. GOVERNMENT RIGHTS. The Software “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 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 this License Agreement as required in FAR 12.212 (Computer Software) and FAR 12.211 (Technical Data) and their successors. If the Software is licensed 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 this License 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. This Section 13.7 (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.

17) GENERAL PROVISIONS.

(a)Assignment. You may not assign, sublicense, or otherwise transfer this License Agreement or the license rights granted to You herein, or any of Your rights or obligations under this License Agreement, to any party without the prior written consent of Docusign; provided, however, that You may assign this License Agreement without Docusign’s consent in the event of a sale of all or substantially all of Your assets or in the event of a merger, corporate reorganization or business consolidation of Your entity (but excluding any assignment by You to a competitor of Docusign). This License Agreement shall be binding upon and inure to the benefits of the Parties, their legal representatives and permitted transferees, successors and assigns as permitted by this License Agreement.

(b)No Waiver. No delay or failure in exercising any right hereunder and no partial or single exercise thereof shall be deemed to constitute a waiver of such right or any other rights hereunder. No consent to a breach of any express or implied term of this License Agreement shall constitute consent to any prior or subsequent breach.

(c)Survival. The following provisions shall survive any termination or expiration of this License Agreement: 3, 4, 5, 7, 9, 10, 11, 12, 13, 14, 16 and 17.

(d)Severability. If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this License Agreement shall be valid and enforceable to the fullest extent permitted by applicable law.

(e)Force Majeure. In the event that either Party is prevented from performing, or is unable to perform, any of its obligations under this License 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, if any, are excused only to the extent that payments are entirely prevented by the Force Majeure Event.

(f)Governing Law. This License 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.

(g)Complete Agreement. This License Agreement, together with the MSA and all applicable Order Forms executed thereunder, supersedes in full all prior discussions and agreements, oral and written, between the Parties relating to the licensing of the Software, and constitutes the entire understanding and agreement of the Parties with respect thereto. No additional terms and conditions proposed by You, whether electronically or otherwise or associated with any purchase order or otherwise, shall be applicable to this License Agreement or any Docusign products or services at present or in the future, absent the express written consent thereto by Docusign.

(h)Amendment or Modification. No amendment or modification of this License Agreement shall be valid or binding upon the Parties unless it is in writing and signed by the duly authorized officers of the Parties.

(i)No Third-Party Benefit. The provisions of this License Agreement are for the sole benefit of the Parties hereto. Except as expressly provided herein, this License Agreement neither confers any rights, benefits, or claims upon any person or entity not a Party hereto nor precludes any actions against, or rights of recovery from, any persons or entities not Parties hereto.

(j)Conflicts. In the event of any conflict between this License Agreement and the MSA as it relates to the Software, this License Agreement shall govern.

(k)Terms Generally. The defined terms in this License Agreement shall apply equally to both the singular and the plural forms of the terms defined. The term “person” includes individuals, corporations, partnerships, trusts, other legal entities, organizations and associations, and any government or governmental agency or authority. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “but not limited to.” The words “approval,” “consent” and “notice” shall be deemed to be preceded by the word “written.”

(l)Captions. The captions in this License Agreement are for convenience of reference only and shall not be used to interpret this License Agreement.
