Rocket LawyerLegal Terms

These Developer Terms and Conditions (this "Agreement") govern access to and use of the Rocket Lawyer Developer Center and RLI Services (as defined below) and apply to you and your employer, employees, agents, contractors, and any other entity on whose behalf you accept this Agreement (collectively, “You” and “Your”). If You access or use the RLI Services, You accept this Agreement. If You are accepting this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity.

This Agreement, WHICH INCLUDES A MANDATORY ARBITRATION REQUIREMENT IN SECTION 11.5 BELOW, constitutes a binding legal agreement between You and Rocket Lawyer Incorporated (“RLI”). Please read this Agreement carefully. If You and RLI are parties to an existing agreement governing the use of the RLI Services (an “Existing Agreement”), the terms of the Existing Agreement will control to the extent there is a conflict between this Agreement and the Existing Agreement. 

IF YOU DO NOT ACCEPT THIS AGREEMENT OR IF YOU DO NOT HAVE THE AUTHORITY TO ACCEPT THIS AGREEMENT ON BEHALF OF ANOTHER PERSON OR ENTITY, YOU MUST NOT ACCESS THE RLI SERVICES.

1. Definitions

1. API: means an application programming interface and any accompanying or related documentation, source code, SDKs, executable applications and other materials made available by RLI.
2. Applications: mean web or other software services, applications, or themes developed by You that utilize or interact with an API or otherwise interact with the RLI Services pursuant to this Agreement.
3. Confidential Information: means any information, data, know-how, documents, or materials, whether disclosed in writing, orally, electronically, or visually, that is (a) marked as proprietary or confidential, (b) identified in writing by RLI within a reasonable time after disclosure as proprietary or confidential, or (c) under the circumstances surrounding the disclosure, is or should reasonably be known to constitute proprietary or confidential information of RLI. Confidential Information may include, without limitation, engineering documents, research and development manuals, reports, designs, drawings, specifications, plans, flowcharts, software (in source or object code), program listings, data file printouts, schematics, blueprints, processes, new product plans, sales and marketing plans and/or programs, pricing information, customer lists and other customer information, financial information and employee files or other information relating to RLI’s finances, business or technology which is obtained by You whether before, on or after the date hereof, directly or indirectly. Confidential Information also includes any information described above which RLI obtains from a third party and which RLI treats as proprietary or confidential information.
4. Intellectual Property Rights: means patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights.
5. Internal Use: means Your use of the APIs in connection with the development and testing of Your Applications.
6. Marks: mean ROCKET LAWYER^® and RLI’s other product and service names, trademarks, service marks, branding and logos made available for use in connection with the APIs pursuant to this Agreement.
7. Privacy Policy: means RLI’s online privacy policy found at www.rocketlawyer.com/privacy.rl.
8. Publish(ed)(ing): means the making of any Application available to any user for any purpose other than to You for Your Internal Use.
9. RLI Services: means the API services provided by RLI, including, but not limited to, the API services for RocketSign and RocketDocument.
10. RocketDocument: means RLI’s proprietary legal documents service.
11. RocketSign: means RLI’s proprietary electronic signatures service.
12. SDK: means software development kit.
13. Service Data: means data collected by and/or originating from the APIs and/or RLI Services.

2. License

1. This Agreement and any and all restrictions and policies implemented by RLI from time to time with respect to the APIs shall govern Your rights to use and access the APIs for the purpose of developing and testing Applications.  
2. Subject to the terms, conditions and limitations set forth herein, RLI grants to You a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license during the Term (as defined below) to use and make calls to the APIs to develop and test Your Applications.
3. RLI shall have a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit and/or incorporate into the RLI Services and/or the APIs any suggestions, enhancement requests, recommendations or other feedback RLI receives from You.
4. If You intend to Publish any Applications, You will be required to enter into a separate API License Agreement with RLI.

3. Restrictions and Responsibilities

The licenses granted in Section 2.2 are explicitly conditioned on Your adherence to the following restrictions and compliance with Your responsibilities as set forth herein.

1. You must comply with all restrictions set forth in this Agreement and the Privacy Policy in all uses of the APIs and Service Data. If RLI believes, in its sole discretion, that You have violated or attempted to violate any term, condition or the spirit of this Agreement, the license afforded to You pursuant to this Agreement may be temporarily or permanently revoked, with or without notice to You.
2. To use and access the APIs, You must obtain API credentials (a "Token"). You (a) may not share Your Token with any third party, (b) shall keep such Token and all login information secure, and (c) shall use the Token as Your sole means of accessing the APIs.
3. Applications may not use or access the APIs or the RLI Services to monitor the availability, performance, or functionality of any of the APIs or the RLI Services or for any similar benchmarking purposes.
4. Applications shall not, in any manner, display any form of advertising to any user if such advertising is based on or connected to any Service Data.
5. You shall require, and cause any third parties who provide services that have functionality similar to the functionality provided by the RLI Services to require, an individual login for each individual who processes Service Data. Further, You shall not use or assist a third party in using the APIs or any software in such a way as to circumvent applicable service plan restrictions or licensing restrictions that are enforced in the RLI Services user interface. You are not permitted to use the APIs or any Service Data in any manner that does or could potentially undermine the security of the RLI Services, the APIs, Service Data or any other data or information stored or transmitted using the RLI Services. In addition, You shall not, and shall not attempt to: (a) interfere with, modify or disable any features, functionality or security controls of the RLI Services or the APIs, (b) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the RLI Services or the APIs, or (c) reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the RLI Services or the APIs.
6. You acknowledge that You are solely responsible, and that RLI has no responsibility or liability of any kind, for the content, development, operation, support or maintenance of Applications. Without limiting the foregoing, You will be solely responsible for (a) the technical installation, operation, and quality control of Your Applications; (b) creating and displaying information and content on, through or within Your Applications; (c) ensuring that Your Applications do not violate or infringe the rights of any third party, including, but not limited to, the Intellectual Property Rights of any third party; (d) ensuring Your Applications are not offensive, profane, obscene, libelous or otherwise illegal; (e) ensuring that Your Applications do not contain or introduce malicious software into the RLI Services, an API, any Service Data or other data stored or transmitted using the RLI Services; (f) ensuring that Your Applications are not designed to spam, or are not utilized for the purpose of spamming, any RLI subscribers; and (g) ensuring that Your Applications do not violate any applicable law. 
7. You will respect and comply with the technical and policy-implemented limitations of the APIs and the restrictions of this Agreement in designing and implementing Applications. Without limiting the foregoing, You shall not violate any explicit rate limitations on calling or otherwise utilizing an API.
8. You shall not make any modifications to any Service Data, other than as reasonably necessary to modify the formatting of such Service Data to display it in a manner appropriate for the pertinent Applications.
9. RLI retains final and absolute discretion over all aspects of the APIs and RLI Services, including, without limitation, the design, look and feel, user interface, user experience, build, databases, API management, front-end client programming, integration into distribution and monetization platforms, operations, platform deployments, platform compliance, content releases, feature releases, maintenance, messaging, fraud control, analytics, accounting, customer support, advertising, distribution and monetization aspects of the APIs.
10. You may, in Your sole and absolute discretion, hire third party vendors to provide various services associated with the APIs, including, without limitation, server operations, hosting, payment processing and other services, provided that this will not relieve You of Your obligations hereunder.
11. RLI reserves the sole right and discretion to determine whether Your use of the RLI Services or APIs is appropriate and in compliance with this Agreement. RLI may, upon reasonable notice to You and during standard business hours, conduct an audit of Your networks or systems connected to Your use of the RLI Services. Additionally, RLI reserves the right to remove any features, functions or content from the RLI website and/or the RLI Services, and/or disclose content or other information relating to Your use of the RLI Services (a) if required to do so by law or in the good faith belief that such action is necessary to conform to the edicts of the law or comply with legal process served on RLI; (b) to protect and defend the rights or property of RLI or its affiliates; or (c) to act in urgent circumstances to protect the security or safety of the RLI Services or the public.

4. Representations, Warranties and Covenants

1. RLI is not responsible for the privacy, security or integrity of Service Data. You represent and warrant that to the extent Your Applications store, process or transmit Service Data, neither You nor Your Applications will, except to the extent required by applicable law, (a) modify the content of Service Data in a manner that adversely affects the integrity of Service Data; (b) disclose Service Data to any third party; or (c) use Service Data for any purpose other than testing the Application functionality. You shall maintain and handle all Service Data in accordance with privacy and security measures reasonably adequate to preserve the confidentiality and security of all Service Data and all applicable privacy laws and regulations, and in no event less protective than the measures and policies set forth in the Privacy Policy.
2. You represent, warrant and covenant that (a) Your Applications and trademarks, the use of such Applications by You for Internal Use, and the activities with respect to Your Applications and trademarks undertaken by RLI in accordance with the terms of this Agreement, do not and will not violate, misappropriate or infringe upon the Intellectual Property Rights of any third party; (b) You will comply with all applicable local, state, national and international laws and regulations, including, without limitation, all applicable export control laws, and maintain all licenses, permits and other permissions necessary to develop and test Your Applications; (c) Your Applications do not and will not contain or introduce any malicious software into the RLI Services, the APIs, any Service Data, or other data stored or transmitted using the RLI Services; (d) Your Applications are not designed to or utilized for the purpose of spamming any users; (e) You have all right, power and authority to grant the licenses granted to RLI herein; and (f) You meet the requirements for the legal age of majority in the jurisdiction where You reside.
3. MODIFICATIONS.  You acknowledge and agree that RLI may modify the RLI Services, the APIs, and the Privacy Policy, from time to time (a "Modification"). You may be notified of a Modification to the RLI Services or the APIs through notifications or posts on RLI’s developer website (if any). All other Modifications shall be communicated through the RLI Services, RLI’s websites, or any other website owned and operated by RLI or through a form of direct communication from RLI to You. You further acknowledge and agree that such Modifications may be implemented at any time and without any notice to You. You shall, within thirty (30) days from the date of first notice of any Modification(s) (or such shorter period of time specified in the notice of the Modification(s)) (the "Conformance Period") comply with such Modification(s) by implementing and using the most current version of the APIs and making any changes to Applications that may be required as a result of such Modification(s). You acknowledge that a Modification may have an adverse effect on Applications, including, but not limited to, changing the manner in which Applications communicate with the APIs and display or transmit Service Data. RLI shall have no liability of any kind with respect to such Modifications or any adverse effects resulting from such Modifications. Your continued access to or use of the RLI Services or APIs following the Conformance Period shall constitute binding acceptance of the Modification(s) at issue.

5. Ownership

Subject to the limited licenses expressly provided in this Agreement, nothing in this Agreement transfers or assigns to RLI any of Your Intellectual Property Rights in Your Applications or Your trademarks or other technology, and nothing in this Agreement transfers or assigns to You any of RLI’s Intellectual Property Rights in the RLI Services, the APIs, the Marks, or RLI’s other technology or the Intellectual Property Rights in any Service Data of RLI.

6. Confidentiality

You may from time to time gain access to Confidential Information. You may use Confidential Information only to the extent necessary to exercise Your rights under this Agreement. Subject to the express permissions set forth herein, You may not disclose Confidential Information to a third party without the prior express consent of RLI, provided in writing or by email. Without limiting any of Your other obligations under this Agreement, You agree that You will protect Confidential Information from unauthorized use, access, or disclosure in the same manner that You would use to protect Your own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.

7. Disclaimer

ALL ASPECTS OF THE APIS AND THE RLI SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND RLI EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT RLI DOES NOT WARRANT THAT THE APIS OR THE RLI SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED FROM RLI OR THROUGH THE APIS OR THE RLI SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU SHALL NOT MAKE ANY REPRESENTATION, WARRANTY OR OTHER STATEMENT THAT CONFLICTS WITH THE TERMS HEREIN.

8. Limitation of Liability

1. EXCEPT FOR YOUR (A) INDEMNIFICATION OBLIGATIONS, (B) BREACH OF THE LICENSE GRANTED TO YOU, OR (C) BREACH OF YOUR CONFIDENTIALITY OBLIGATIONS, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER LOSS OR DAMAGES INCURRED BY SUCH PARTY OR THIRD PARTY IN CONNECTION WITH THE APIS OR THE RLI SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
2. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, RLI’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM THE APIS AND THE RLI SERVICES SHALL IN NO EVENT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00). IF YOU HAVE ANY CLAIM ARISING OUT OF OR RELATING TO THE APIS OR THE RLI SERVICES, YOU MUST BRING THAT CLAIM WITHIN ONE (1) YEAR OF THE FIRST EVENT OR OCCURRENCE GIVING RISE TO THE CLAIM.
3. 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, RLI’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. The limitations set forth in this Section 8 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

9. Indemnification

You will indemnify and hold RLI harmless against any claim brought by a third party against RLI arising from or related to (a) any breach of an obligation, representation, warranty, covenant or other provision of this Agreement by You, (b) any matter for which You have expressly agreed to be responsible pursuant to this Agreement, or (c) the Applications. RLI shall give written notice of the claim, allow You to direct the defense and settlement of any such claim with counsel of RLI’s choosing, and provide You with information and assistance as reasonably necessary for the defense and settlement of the claim. RLI may retain separate counsel at its own expense to participate in the defense of any such claim. You shall not settle any such claim without first obtaining RLI’s prior written consent, unless the settlement fully discharges the claim without any further obligation on the part of RLI.

10. Term and Termination

1. This Agreement will begin on the earlier of the date you accept this Agreement or you access the RLI Services and will continue until your use of the RLI Services ceases (including as a result of termination pursuant to Section 10.2 below) (the “Term”). 
2. Either party may terminate this Agreement for cause immediately upon written notice if the other party (a) is in breach of any warranty, term, or condition of this Agreement and fails to cure the same within thirty (30) days after receiving written notice thereof; or (b) becomes insolvent, dissolves, admits in writing its inability to pay its debts as they mature, makes a general assignment for the benefit of creditors, has a receiver appointed or has a petition in bankruptcy (or similar insolvency or reorganization proceeding) filed for or against it, or ceases to do business in the ordinary course. In addition, RLI may terminate this Agreement immediately upon written notice if You (i) are in material breach of Section 2 (“License”), (ii) are in material breach of Section 6 (“Confidentiality”); or (iii) use the APIs in a manner that RLI determines, in its sole discretion, is in bad faith, unreasonable, or otherwise intended to circumvent the limitations on use set forth herein. 
3. Any termination of this Agreement shall also terminate the licenses granted to You hereunder. Upon termination of this Agreement for any reason, You shall cease using, and shall either return to RLI, or destroy and remove from all computers, hard drives, networks, and other storage media, all copies of any materials licensed pursuant to this Agreement and any Confidential Information in Your possession, and shall certify to RLI that such actions have occurred.

11. General

1. MODIFICATIONS.  RLI may revise this Agreement from time to time, and will always post the most current version on RLI’s website. By continuing to use or access the RLI Services after the revisions come into effect, You agree to be bound by the revised Agreement. RLI encourages You to periodically review this Agreement to ensure that You understand the terms in their entirety.
2. ASSIGNMENT.  You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of this Agreement or Your rights under this Agreement or delegate performance of Your duties under this Agreement without RLI’s prior consent, which consent will not be unreasonably withheld. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
3. SEVERABILITY.  If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
4. RELATIONSHIP OF THE PARTIES.  The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship among the parties.
5. DISPUTE RESOLUTION BY BINDING ARBITRATION AND CLASS ACTION WAIVER
   1. If the parties are unable to resolve a dispute after attempting to do so informally, then as a condition to Your use of the RLI Services we mutually agree to resolve such dispute through binding arbitration under the auspices of JAMS Alternative Dispute Resolution ("JAMS"). JAMS will administer any such arbitration under its Commercial Arbitration Rules. The arbitration will be held in San Francisco, CA. The party seeking arbitration must first send to the other, by certified mail, a written notice of dispute.
   2. Any notice to RLI should be addressed to Rocket Lawyer Incorporated, 2261 Market St., #10647, San Francisco CA 94114, Attention: General Counsel, with a copy (which shall not constitute notice) to legal@rocketlawyer.com. Any notice to You in connection with a dispute shall be sent to Your address as set forth in RLI's records of account or such other legal address as RLI is able to identify.
   3. You may only resolve disputes with RLI on an individual basis, and You may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.
   4. Notwithstanding our agreement to arbitrate our disputes as provided above, the following exceptions will apply to the resolution of disputes between us:
      1. Either You or RLI may assert claims, if they qualify, in small claims court in San Francisco, California without first engaging in arbitration.
      2. RLI may bring a lawsuit against You in any court of competent jurisdiction solely for injunctive relief to stop any unauthorized use or abuse of the RLI Services or infringement of Intellectual Property Rights without first engaging in arbitration.
      3. If the agreement to arbitrate provided herein is found to be inapplicable or unenforceable for any reason, then as a condition to Your use of the RLI Services the parties agree that any resulting judicial proceedings will be brought in the federal or state courts of San Francisco, California, and by accessing the RLI Services You expressly consent to venue and personal jurisdiction of the courts therein.
   5. RLI may, in the future, make changes to these provisions regarding dispute resolution and arbitration by providing notice in accordance with the "Modifications" section above. You may reject any changes to this section made during the Term by sending RLI written notice. Such notice must be given within thirty (30) calendar days of the notice of modification to the following address: Rocket Lawyer Incorporated, 2261 Market St., #10647, San Francisco CA 94114, Attention: General Counsel.
6. COMMUNICATIONS TO YOU.  Except for notices provided in connection with a dispute as described in Section 11.5.B above, You agree to receive electronically all communications, agreements, and notices that RLI provides to You in connection with the RLI Services (“Communications”), including by e-mail or by posting on any RLI website. You agree that all Communications that RLI provides to You electronically satisfy any legal requirement that such Communications be in writing.
7. GOVERNING LAW.  This Agreement shall be governed by the laws of the State of California, without reference to conflict of laws principles. Any disputes under this Agreement shall be resolved in a court of general jurisdiction in San Francisco County, California. You hereby expressly agree to submit to the exclusive personal jurisdiction of this jurisdiction for the purpose of resolving any dispute relating to this Agreement.