PleaseSign API (Application Programming Interface)

Developer Agreement (Including User Contracted 3rd Party Developers)

1. Introduction

PleaseSign provides open-source API code to facilitate easy integration of PleaseSign's e-signature software with third-party software solutions. This agreement governs the use of the PleaseSign API by Third-Party Developers, including those contracted by PleaseSign users.

Third-Party Services: Refers to any software, services, or applications developed, provided, or maintained by entities other than PleaseSign. Developers may integrate these services with, or use them alongside, the PleaseSign API. These services operate independently from PleaseSign, which is not responsible for their security, content, functionality, or any interactions they facilitate.

API (Application Programming Interface): The programmatic interface provided by PleaseSign, which includes protocols, tools, and definitions that enable developers to interact with PleaseSign services. This facilitates the integration of electronic signing processes and data retrieval into third-party applications. Comprehensive documentation is provided to guide effective implementation.

Contracted Developer: A third-party developer engaged by a PleaseSign user to perform tasks that involve access to and use of the PleaseSign API on behalf of that user. Contracted Developers are considered agents of the PleaseSign user and must adhere to all applicable terms and conditions of this Agreement as if they were the principal user.

Data: Includes all types of data, such as text, images, and information related to electronic signatures, created, uploaded, or generated through the use of the API. This also covers personal data subject to data protection laws.API Key: A unique identifier issued by PleaseSign to the developer, enabling access to the API. This key must be kept confidential and used solely as permitted under this
agreement.

Developer: An individual or entity that has registered and received approval from PleaseSign to access and use the API under this agreement.

Services: Refers to any PleaseSign services or applications accessed via the API. These include, but are not limited to, electronic signing, document management, and related functionalities provided by PleaseSign.

2. Acceptance and Scope of Use

By accessing or using the API, developers acknowledge they have read, understood, and agree to be bound by this agreement.

Third-Party Developers, including Contracted Developers, are authorised to use the API under the terms outlined in this Agreement.

PleaseSign users who engage developers must provide explicit authorisation for such use and ensure these developers comply with the terms of this Agreement.

PleaseSign may change the terms at any time, with updates provided via email and on the PleaseSign website.

3. API License

PleaseSign grants a limited licence to Third-Party Developers to access and use the API for integrating signing functionalities into third-party software.

This licence is conditional upon compliance with this Agreement, and the API must not be sold, redistributed, or made available to unauthorised parties.

4. Developer Obligations and Conduct

Developers, including Contracted Developers, must secure their API keys and ensure they are not disclosed to unauthorised parties.

Both the developers and the PleaseSign users or PleaseSign itself, if contracting directly, are jointly responsible for the security and integrity of access credentials.

5. Compliance and Legal Use

Third-Party Developers are required to ensure their use of the API complies with all applicable international and national laws related to electronic signatures and transactions, including the Electronic Transactions Acts, the U.S. Electronic Signature in Global and National Commerce Act of 2000 (ESIGN), and the Uniform Electronic Transactions Act (UETA).

Developers must diligently manage API features to adhere to legal standards for electronic signatures within their jurisdictions and address any associated legal risks responsibly.

PleaseSign disclaims any liability for losses or damages arising from the actions or failures of developers, users, or third parties.

Developers must also ensure compliance with privacy, data protection, and electronic communications laws, effectively managing their responsibilities to maintain the legality and integrity of their software integrations.

6. Intellectual Property Rights

PleaseSign retains all intellectual property rights in the API, services, and any related data, except as expressly granted in this agreement.

7. Termination and Suspension

PleaseSign reserves the right to suspend or terminate a developer's access to the API for reasons such as breaches of this agreement, misuse of the service, or other violations. Developers may appeal decisions in writing.

8. Liability and Indemnification

PleaseSign is not liable for any damages that result from the misuse of the API, actions of third parties, or non-compliance with this Agreement by developers.

Developers are required to indemnify PleaseSign against any claims arising from their misuse of the API, non-compliance, or any actions that lead to loss or damage, including those actions taken by Contracted Developers or their third-party providers.

This indemnification obligation encompasses all claims associated with such incidents.

9. Changes to the Agreement

PleaseSign may update the terms of this agreement at any time.

Developers will be notified via email and updates posted on the PleaseSign website.

10. Miscellaneous

10.1 Severability: If any part of this Agreement is held invalid or unenforceable, the remaining parts will continue in full force and effect.

10.2 Waiver: Failure to enforce any provision of this Agreement does not constitute a waiver of future enforcement.

10.3 Amendment: Changes to this Agreement require written consent from both parties.

10.4 Notice: All notices must be in writing and considered given upon email delivery.

10.5 Assignment: Rights or obligations under this Agreement may not be assigned without prior written consent from PleaseSign.

10.6 Force Majeure: Neither party is liable for failure to perform due to circumstances beyond reasonable control.

10.7 Governing Law and Dispute Resolution: Governed by the laws of Brisbane, Australia, with disputes resolved through arbitration selected by PleaseSign.

10.8 Confidentiality: Both parties agree to maintain confidentiality of proprietary information exchanged during this Agreement.

10.9 Export Control: Developers comply with all applicable export laws and regulations.