API TERMS AND AGREEMENT

BY LINKING TO USLF AS A PARTNER YOU AGREE TO THESE TERMS:

airSlate Legal Forms, Inc. (aka USLegal)
API Terms of Service Agreement

(version date May 14, 2019)
1.   Acceptance of Terms.  These terms and conditions of this API Terms of Service (the “Agreement”) describe the legal agreement between you and airSlate Legal Forms, Inc. (the “Company”) that governs your use of Company’s APIs (as defined below), including that for the USLegal, airSlate, PDFfiller, SignNow and other products. 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 to this Agreement. In that case, the terms “you” or “your” shall also refer to such entity. If you do not have such authority or if you do not agree with this Agreement, do not use the API. By accepting this Agreement or by accessing or using the API, you agree to be bound by this Agreement (including other documents which are incorporated here by reference).
 
2.   Definitions
2.1 API – Company’s application programming interface as well as the related API Documentation (defined below) provided by Company to programmatically access the Services (defined below).
2.2 API Documentation – The documentation on the API, as updated from time to time that Company provides through the Developer Website (defined below).
2.3 Application – Any software application, website, or product or service you create or offer, either externally or for internal business purposes, using the API.
2.4 Company TOS  – Company’s standard terms of service for end user’s access to Services, currently at https://www.uslegalforms.com/usl/en/tos/.
2.5 Company Websites – Websites operated by the Company, including www.USlegal.com, www.USLegalForms.com, www.FormsPass.com, or other affiliated websites.
2.6 Company Content – Documents, forms, self-help instructions and templates provided by the Company.
2.7  Data – Any data and content entered, uploaded, posted, transmitted or otherwise made available by your users of the Services (defined below), including but not limited to field inputs, messages, files, comments, and profile information.
2.8 Developer Website – The developer section of the Company Website specified in Schedule attached hereto.
2.9 Service(s) – Company’s document generation, processing, and management services as well as other services offered at Company Websites, and all software, Company applications, Company Content, data, reports, text, images, and other content made available by or on behalf of the Company therein. Services do not include your Data or Applications.
2.9 Subscription – The level of Services and Company Content that you are accessing, including fees, usage limits, and term, as described either in the Company enrollment page on the Developer Website or Schedule attached and executed by Company and You, if any.
3.   API License.  Subject to limitations herein, Company grants you a limited, revocable, non-exclusive, non-assignable, non-transferable license to use the API to develop, test, market, and support Services within your Application. You will not nor permit others to use the API in violation of the restrictions listed below.  You agree that Company may immediately suspend or terminate your license to use the API without liability to you if, in the Company’s sole discretion, you violate the following usage restrictions:
3.1 Applicable laws or agreements. You may not use the API or Services in violation of any law or regulation, or rights of any person, including but not limited to intellectual property rights, rights of privacy, rights of personality, or in a manner inconsistent with this Agreement or other agreements with the Company. 
3.2 Circumvention. You may not use the API or any other technology to (a) access or use any information or functionality beyond what is permitted by the API Documentation, (b) circumvent volume limitations of your Subscription or allow your end users bulk access and download to Company Content,  (c) change the Services generally available to other users, (d) break or circumvent any of Company’s technical, administrative, process or security measures, (e) disrupt or degrade the performance of the Services or the API, or (f) test the vulnerability of Company’s systems or networks.
3.3 Malware. You may not transmit any viruses or other computer programming that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate Services.
3.4 Reverse engineering. You may not attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how in the Services or API (or any portion thereof).
3.5 Noncompete. You may not use the API to replicate or compete with core products or services offered by Company.  You will not use or evaluate the Services or API for gathering competitive information to compete with or for the benefit of a competitor of Company.
3.6 Redistribution. You may not sell, rent, lease, sublicense, redistribute, or syndicate access to the API, except as embedded in your Application.
 
4.   Use of Logos or Marks. No Imitation. Each party grants the other party nonexclusive, nontransferable, royalty-free, personal right and license to use the other party’s product names, logos, trademarks, domain names and/or service marks (“Marks”) solely for the purposes of this Agreement.  Each party shall follow the published guidelines of the other party for such use of such names, marks, domain names and logos, including the use of all appropriate trademark and copyright notices accrediting the other party.  Each party’s use of any of the other party’s logo or mark inures to the sole benefit of the other party.  If, at any time, a party acquires any rights in, or trademark registrations or applications in any logo or domain name registrations of the other party, by operation of law or otherwise, the acquiring party shall immediately and at no expense to the other party assign such rights, registration or applications to the other party, along with any and all associated goodwill.  You shall not adopt or use any product names, logos, trademarks, domain names and/or service marks that includes or is confusingly similar to, or a simulation or colorable imitation of, any Company’s product names, logos, trademarks, domain names and/or service marks.  You will display “powered by USLegal” at the bottom of any screen of the Application using API’s or Services functionality. You will not remove or obfuscate any proprietary notices or labels in the API, Company Content or Services.
 
5.   Reliance on API.  Company may change the API and functionality available therein.  Although Company will make reasonable efforts to ensure backwards compatibility, there can be no guarantees that new releases of the API will be compatible with prior versions.  Company will provide notices of significant changes to the API (currently available via Developer Website).  Any undocumented parts of the API may change at any time, so you should not rely on these in your Application.
 
6.   User Agreement and Privacy Policy.
6.1 User Terms of Service.  You understand that you and every user accessing your application is subject to the Company TOS and agree to be bound by it. You are liable for compliance with the Agreement by any user accessing your Application.  If you offer your Application for use by others outside your organization, you must ensure users agree to a legally enforceable user license agreement prior to accessing API enabled functionality.  Such end user agreement must include (a) significantly similar user obligations and limitations as Company TOS and (b) Company as a third-party beneficiary. 
6.2 Privacy Policy.  You understand that any data or information that you upload into the Services will be subject to the Company’s Privacy Policy, as amended from time to time https://www.uslegalforms.com/usl/en/privacy-policy/. In addition, you must have a privacy policy for your Application that meets applicable legal standards and accurately describes the collection, use, storage and sharing of data.
6.3 EU Personal Data.   With respect to the processing of personal data relating to data subjects located in the European Economic Area (including the United Kingdom as of the Last Modified Date of these Terms) by Company solely on your behalf, the terms of the Data Processing Addendum at https://www.uslegalforms.com/usl/en/dpa/ shall apply.
6.4 Notification of Breach.  You must promptly notify Company of any breaches of your end user agreement or privacy policy that impact or may impact Company users or your compliance with the Agreement.
 
 
7.   Security Measures.  The network, operating system and software of your web servers, databases, and computer systems (collectively, “Your Systems”) must be properly designed and configured to secure your Application and store Data in accordance with industry standards and applicable regulations. You must, as soon as practicable and without unreasonable delay, report any security deficiencies in, or intrusions to Your Systems to Company in writing via email to ed.tyler@uslegal.com or subsequent contact information posted on the Developer Website. This includes any unauthorized access, use, disclosure or destruction of Company Content or Data. You will be fully liable for any usage fees resulting from unauthorized access to Your Systems.  You will work with Company to immediately correct any security deficiency and will immediately disconnect any intrusions or intruder. In the event of any security deficiency or intrusion involving the Application, APIs, Company Content, or Data, you will make no public statements regarding such deficiencies or intrusions (e.g., press, blogs, social media, bulletin boards, etc.) without prior written and express permission from Company in each instance. 
 
8.   Confidentiality
8.1 Confidential Information.  The parties may share confidential or proprietary information with each other, relating to its software, systems and business plans and operations, during, or prior to entering into, this Agreement (“Confidential Information”) that is either marked confidential or that the receiving party should reasonably know is confidential or proprietary given the circumstances.  In addition, Confidential Information will include (a) Data, (b) information collected by Company on your usage of the Services and (b) any non-public pricing or terms for your use of the API or Services.
8.2 Exclusions.  Confidential Information will not include any information which a party can demonstrate: (a) was previously known to the other party; (b) is or becomes publicly available, through no fault of such other party; (c) is disclosed to such other party by a third party having no obligation of confidentiality to the party which originated the Confidential Information; (d) is disclosed by its owner to any third party without obligation of confidentiality; or (e) is independently developed without reference to the Confidential Information.
8.3 Obligations.  The receiving party of Confidential Information agrees to (i) protect the secrecy of and to avoid disclosure and unauthorized use of the disclosing party's Confidential Information to the same degree that it takes to protect its own Confidential Information and in no event less than reasonable care, and (ii) use Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Upon termination or expiration of this Agreement, at either party's request the other party will return or destroy all written materials that contain any Confidential Information of the other party and will certify that has returned or destroyed such confidential information
8.4 Government Access.  You will not allow or assist any government entities, law enforcement, or other organizations to conduct surveillance or obtain data using your access to the API in order to avoid serving legal process directly on Company. Any law enforcement personnel seeking information about Company users will be referred to privacy@uslegalforms.com.
 
9.   Government Use.  The API is a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Any use, modification, derivative, reproduction, release, performance, display, disclosure or distribution of the API by any government entity is prohibited, except as expressly permitted by the terms of this Agreement. Additionally, any use by U.S. government entities must be in accordance with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4. The contractor/manufacturer is Company Inc., 1371 Beacon St., Suite 301, Brookline, MA 02445.
 
10. Ownership
10.1  Rights to Your Intellectual Property.  You represent and warrant to Company that, excluding API and Company Content, you have the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute your Application, and that use of your Application does not violate the rights of any third party (e.g., copyright, patent, trademark, privacy, publicity or other proprietary right of any person or entity), or any applicable regulation or law, including the Digital Millennium Copyright Act.
10.2  No Ownership Transfer.  Company retains all right, title, and interest in and to the API, Company Content, and Services and the copyrights, patents, trademarks, trade secrets, know-how and other proprietary rights therein.  You retain all right, title, and interest in and to your Application and any and all of your copyrights, patents, trademarks, trade secrets, know-how and other proprietary rights therein.  Nothing in this Agreement shall be construed to grant to either party any ownership or other interest in the intellectual property of the other, including derivative works thereof. 
10.3  Right to Remove Content.  You agree that Company has the right to remove any content that it deems offensive, abusive, infringing or in violation of the law. This includes content removal pursuant to the Digital Millennium Copyright Act or other notice or legislation.
11. Fees
11.1  Payments.  You agree that your access and continued use of API and all or part of the Services will be subject to your payment of any applicable fees described in your Subscription or Schedule attached hereto, if any.  Prior to accessing the Services or Company Content via the API, you must provide Company with a valid credit card or other form of payment acceptable to Company. You agree to pay Company (a) any one-time set-up fees specified in your order upon activation of your Subscription, (b) the base fees for your Subscription on or prior to start of the initial term and each renewal thereof, (c) any usage fees monthly in arrears for any use of API above that specified in your Subscription (regardless if you were notified or aware of such excess usage or fees) or for any use of Company Content, and (d) all taxes, including sales, use, personal property, value-added, excise, customs fees, import duties, stamp duties and any other similar taxes and duties, including penalties and interest, imposed by any United States federal, state, provincial or local government entity or any non-US government entity on the transactions contemplated by this Agreement, excluding taxes based upon Company’s net income. If you provided a credit card, you agree that Company may charge your credit card for all fees for your Subscription as they are incurred. If you are invoiced by Company, you agree to pay all such invoices within thirty (30) days of their issuance date. Unless specifically provided otherwise in this agreement, all fees are payable in United States dollars and are non-refundable. 
11.2  Price Changes.  Fees and rates for your Subscription will be fixed for length of each Subscription term. Except as provided in this paragraph, Company reserves the right to modify its fees for Services, Company Content and API and publish such updated fees on the Developer Website. Company may renew your Subscription for a subsequent term based on the updated published fees with an advance 30 days written notice via email.
11.3  Disputes.  If you wish to dispute in good faith an invoice, you will provide Company with written notice of the details of the dispute, any supporting documentation, and your contact information (including the email address used to register the account) to support@pdffiler.com within 30 days of the payment due date. You will continue to pay all invoices when due (even disputed amounts) while the parties work diligently to promptly resolve the dispute. Upon resolution, Company will promptly credit any amount owed to you or you will promptly pay all amounts owed to Company. If you do not submit written notice of dispute in thirty days from the invoice date, you waive all rights to dispute such amounts.
11.4  Failure to Pay.  If Company fails to receive payment 5 business days after the due date, Company may, at its sole discretion, apply a late charge on the unpaid amount equal to the lesser of 1.5% interest per month or the maximum rate allowed by law and/or, with 5 business days advance notice, suspend your use of the API and Services. Furthermore, Company may terminate this Agreement, if (a) Company fails to receive your initial payment, (b) three or more payments are late, or (c) you no longer meet commercially reasonable credit criteria.  You will reimburse Company for all reasonable attorneys’ fees and costs incurred to collect past due amounts.


12.  Term and Termination
12.1  Duration of Terms. This Agreement will go into effect on the date upon which you agree to them, by accessing or using the API, and will continue until terminated as set forth in either the terms of your Subscription or the Term Date in Schedule attached hereto, if any (either referred herein as “Term Date”).   Unless you notify Company of your desire to terminate this Agreement on or prior to the Term Date (either in writing to ed.tyler@uslegal.com or by logging into your Company account and following the cancellation instructions), then your Subscription will automatically renew for a subsequent term (of the same length as the initial term) on the following day.
12.2  Rights to Terminate.  You may terminate this Agreement at any time by discontinuing use of the API.  Either party may terminate this Agreement: (a) for any reason or for no reason at the end of the initial term or at the end of the subsequent renewal terms of the Agreement; (b) for breach upon thirty (30) days written notice to the other party and failure by the breaching party to cure the breach within thirty (30) days of receipt of such notice; (c) with cause upon immediate written notice in the event that the other party terminates or suspends its business, becomes a debtor in a bankruptcy or insolvency proceeding under federal or state statute, becomes insolvent or becomes subject to direct control by a trustee, receiver or similar authority, or (d) with cause upon immediate written notice in the event that the other party is acquired by a third party, or acquires a controlling interest in a third party reasonably deemed to be a competitor of the party giving notice.  Furthermore, Company may terminate this Agreement with cause upon immediate written notice for violation of the use restrictions in Section 3 (“API License”).
12.4  Effect of Termination. Upon termination of this Agreement: (a) All rights and licenses granted to you will terminate immediately; (b) you will promptly remove any API computer code from your Application; (c) you will stop your use of the APIs, Company Content, and Services, (d) both parties will destroy any Confidential Information received from the other party, and (e) both parties will stop use of the other party’s Marks. Company may request that you certify in writing your compliance with this section.  You understand that after termination you will no longer be able to access any Data on the Services.  You agree that you will not receive a refund of any prepaid fees for access to Services, except in the case of termination by you for uncured Company breach, in which case Company will refund any prepaid fees prorated for the remainder of the term.  You agree to pay any accrued but unpaid fees for your Subscription or your usage fees as of the termination date.
12.5  Survival. The following sections of this Agreement shall survive any termination, 6 (“User Agreement and Privacy Policy”), 7 (“Security Measures”), 8 (“Confidentiality”), 10 (“Ownership”), 11 (“Fees”), 12 (“Term and Termination”), 13 (“Disclaimer of Warranties; Limitation of Liability; Indemnity”), 14 (“Dispute Resolution”), 15 (“General Legal Terms”) and 16 (“Notices”).
 
13.  Disclaimer of Warranties; Limitation of Liability; Indemnity
13.1  NO WARRANTIES. THE COMPANY API, COMPANY CONTENT AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT COMPANY DOES NOT WARRANT THAT THE COMPANY API, COMPANY CONTENT OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE COMPANY API, COMPANY CONTENT OR SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM COMPANY OR THROUGH THE DEVELOPER WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
 
YOU ACKNOWLEDGE THAT THE PRODUCT INCLUDES LEGAL INFORMATION AND SELF-HELP TOOLS. COMPANY CONTENT SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL, OR FINANCIAL DECISIONS. YOU AND YOUR USERS SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO THEIR SITUATION.  COMPANY CONTENT RELATED TO LEGAL MATTERS IS PROVIDED FOR USERS PRIVATE USE AND DOES NOT CONSTITUTE LEGAL ADVICE. COMPANY DOES NOT REVIEW ANY INFORMATION USERS PROVIDE FOR LEGAL ACCURACY OR SUFFICIENCY, DRAW LEGAL CONCLUSIONS, PROVIDE OPINIONS ABOUT USERS SELECTION OF FORMS, OR APPLY THE LAW TO THE FACTS OF USER’S SITUATION
IF A YOU OR YOURS NEED LEGAL ADVICE FOR A SPECIFIC PROBLEM, YOU OR YOUR USERS SHOULD CONSULT WITH A LICENSED ATTORNEY. NEITHER COMPANY NOR ANY INFORMATION PROVIDED BY COMPANY IS A SUBSTITUTE FOR LEGAL ADVICE FROM A QUALIFIED ATTORNEY LICENSED TO PRACTICE IN AN APPROPRIATE JURISDICTION.
 
13.2  LIMITATION ON LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, FIVE HUNDRED ($500) U.S. DOLLARS, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, COMPANY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
13.3  Indemnification by Company. Company agrees to defend, hold harmless and indemnify you and your subsidiaries, affiliates, officers, agents, employees, and suppliers, from and against any third party claim and any resulting costs, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising from or in any way related to: a) allegations that the API, Company Content, or Services (excluding any third party content therein) directly infringe an issued patent, copyright, or other third party intellectual property right, except when such alleged infringement is based upon your unauthorized alteration or modification of the API, Company Content, or Services or your use of the API, Company Content, or Services in combination with any products or services not provided or approved by Company or (b) Company’s willful misconduct. 
13.4  Infringement Resolution.  If the API, Company Content, or Services become subject to an infringement claim pursuant to this Section 13.3, then Company, at its sole election and cost, may (i) acquire a license for, (ii) replace, modify, or substitute with substantially similar functionality, or (iii) terminate your use of the infringing services and issue a pro-rata refund for the remainder of your term.  You agree that this is your sole remedy hereunder for such infringement.
13.5  Indemnification by You.   You agree to defend, hold harmless and indemnify Company and its subsidiaries, affiliates, officers, agents, employees, and suppliers, from and against any third party claim and any resulting costs, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising from or in any way related to: a) allegations that your Application or Data directly infringe an issued patent, copyright, or other third party intellectual property right, (b) your violation of the Company usage restrictions in Section 3, or (c) your grossly negligent or willful misconduct.
13.6  Indemnification Requirements.   The indemnified party will (a) promptly provide notice to indemnifying party of any claim, suit or proceeding for which indemnity is claimed, (b) permit indemnifying party to control the defense of any such claim, suit or proceeding and (c) provide reasonable assistance to indemnifying party (at the indemnifying party's expense). The indemnifying party will not enter into any settlement that imposes liability or obligations on indemnified party without indemnified party’s express prior consent. 
14.  Dispute Resolution
14.1  Choice of Law.  ALL DISPUTES, CLAIMS OR CONTROVERSIES ARISING OUT OF THIS AGREEMENT, OR THE NEGOTIATION, VALIDITY OR PERFORMANCE OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS WITHOUT REGARD TO ITS RULES OF CONFLICT OF LAWS.
14.2  Mandatory Arbitration.  IN THE EVENT OF A DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR TO COMPANY, THE COMPLAINING PARTY SHALL NOTIFY COMPANY IN WRITING THEREOF. WITHIN THIRTY (30) DAYS OF SUCH NOTICE, BOTH PARTIES SHALL MEET AT AN AGREED LOCATION IN BOSTON, MASSACHUSETTS OR VIA PHONE CONFERENCE OR OTHER PHONE OR INTERNET SERVICE TO ATTEMPT TO RESOLVE THE DISPUTE IN GOOD FAITH. SHOULD THE DISPUTE NOT BE RESOLVED WITHIN THIRTY (30) DAYS AFTER SUCH NOTICE, THE COMPLAINING PARTY SHALL SEEK REMEDIES EXCLUSIVELY THROUGH ARBITRATION, IN ACCORDANCE WITH THE FEDERAL ARBITRATION ACT TO THE EXTENT APPLICABLE. THE DEMAND FOR ARBITRATION SHALL BE MADE WITHIN A REASONABLE TIME AFTER THE CLAIM, DISPUTE OR OTHER MATTER IN QUESTION HAS ARISEN, AND IN NO EVENT SHALL IT BE MADE AFTER THE MASSACHUSETTS STATUTE OF LIMITATION FOR THE AFORMENTIONED CLAIMS HAS LAPSED. THE PLACE OF THE ARBITRATION SHALL BE BOSTON, MASSACHUSETTS OR VIA TELEPHONE OR OTHER AGREED UPON MEANS OF COMMUNICATION. EACH PARTY SHALL BEAR ITS OWN COSTS AND FEES FOR THE ARBITRATION. THE ARBITRATORS' AWARD SHALL BE THE SOLE AND EXCLUSIVE REMEDY BETWEEN THE PARTIES.
14.3  Waiver of Right to Join a Class.  ARBITRATION SHALL PROCEED SOLELY ON AN INDIVIDUAL BASIS WITHOUT THE RIGHT FOR ANY CLAIMS TO BE ARBITRATED ON A COLLECTIVE OR CLASS ACTION BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF OTHERS (“CLASS ACTION WAIVER”). CLAIMS MAY NOT BE JOINED OR CONSOLIDATED UNLESS AGREED TO IN WRITING BY ALL PARTIES. THIS WAIVER OF JURY TRIAL SHALL REMAIN IN EFFECT EVEN IF THE CLASS ACTION WAIVER IS LIMITED, VOIDED OR FOUND UNENFORCEABLE.
14.4  UN Exclusion.   THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS LICENSE AGREEMENT. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO SUBMIT TO THE SOLE AND EXCLUSIVE JURISDICTION OF THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS AND OF THE UNITED STATES OF AMERICA LOCATED IN THE COMMONWEALTH OF MASSACHUSETTS (THE “MASSACHUSETTS COURTS”) FOR ANY LITIGATION AMONG THE PARTIES HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE NEGOTIATION, VALIDITY OR PERFORMANCE OF THIS AGREEMENT, WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUCH LITIGATION IN THE MASSACHUSETTS COURTS AND AGREES NOT TO PLEAD OR CLAIM IN ANY MASSACHUSETTS COURT THAT SUCH LITIGATION BROUGHT THEREIN HAS BEEN BROUGHT IN ANY INCONVENIENT FORUM OR THAT THERE ARE INDISPENSABLE PARTIES TO SUCH LITIGATION THAT ARE NOT SUBJECT TO THE JURISDICTION OF THE MASSACHUSETTS COURTS.
15.   General. This Agreement, any Schedules attached hereto and any documents incorporated into this Agreement by reference, constitute the entire agreement between you and Company regarding the APIs and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement.  If any provision of this Agreement is found to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable to the maximum extent possible in order to effect the intention of the provision; if a term cannot be so modified, it will be severed and the remaining provisions of this Agreement will not be affected in any way.  Company’s failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. No representations, statements, consents, waivers or other acts or omissions by Company or any affiliate thereof shall be deemed legally binding on Company, unless documented in a physical writing hand signed by a duly appointed officer of Company.  Where Company has provided you with a translation of the English language version of this Agreement or any document referenced in this Agreement, you agree that the translation is provided for your convenience only and that the English language versions of any such document will control. Company may change, add to or delete this Agreement or any portion thereof from time to time in our sole discretion.  Company will publish such updated Agreement on the Developer Website. Any such modifications will become effective on your next renewal; provided that if the modification is either (a) required for compliance with laws or regulations or (b) do not materially adversely impact your benefits or liabilities hereunder, then such modifications will become effective immediately.  If any change in unacceptable to you, then your only recourse is to cease all use of the API and terminate this Agreement without any liability to Company.  In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Developer Website or Company Service or any APIs, or other material used or displayed through the Company Developer Website or Company Service.  You may have rights or obligations under local law other than those enumerated here if you are located outside the United States.  You may not assign or delegate any rights or obligations under this Agreement, including in connection with a change of control. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under this Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, Company, Inc. for any third party that assumes our rights and obligations under this Agreement.
 
16. Notice. We may notify you via postings on the Developer Website or via the email address associated with your user account. Company accepts service of process by mail or courier at airSlate Legal Forms, Inc., 3720 Flowood drive, Flowood, MS 39232. Any notices that you provide without compliance with this section shall have no legal effect.  If you have questions or comments about this Agreement, or wish to make use of our API in any way not permitted by this Agreement, please contact us via email at ed.tyler@uslegal.com.
 

END OF TERMS

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