NimbleSign Terms of Use

NimbleSign Electronic Signature Service — Nimble Information Strategies Inc.

These Terms of Use (the “Terms”) govern access to and use of the NimbleSign electronic signature service (the “Service”), operated by Nimble Information Strategies Inc. (“Nimble”, “we” or “us”). By creating an account, clicking to accept, or using the Service, you agree to these Terms on your own behalf and, if you use the Service for an organization, on behalf of that organization (“you” or “Customer”). If you do not agree, do not use the Service.

If your organization has a signed Master Services Agreement or other written agreement with Nimble covering the Service, that agreement governs and prevails over these Terms to the extent of any conflict.

1. The Service; Eligibility

1.1The Service allows you to upload documents, request electronic signatures, route documents to recipients, and store completed documents and their associated audit records. Features vary by subscription plan as described at the point of purchase.

1.2The Service is intended for business and professional use. You must be at least 18 years old and capable of forming a binding contract. If you accept these Terms on behalf of an organization, you represent that you have authority to bind it.

2. Accounts

2.1You must provide accurate, current registration information and keep it updated. You are responsible for all activity under your account and for safeguarding your credentials. Notify us immediately at helpdesk@nimble.ca of any unauthorized use.

2.2We may offer multi-user plans. You are responsible for the acts and omissions of every user you authorize under your account as if they were your own.

3. Plans, Trials, and the Free Plan

3.1Paid plans, envelope allowances, and prices are described at the point of purchase. An “envelope” is a single sending transaction, regardless of the number of documents or recipients it contains. Signing documents sent to you is free.

3.2New accounts may receive a free trial with access to paid features for the trial period stated for the plan at the point of purchase. A payment method is required to start a trial, and you will not be charged during it. Unless you cancel before the trial ends, your subscription continues and the payment method you provided is charged at the then-current price for your plan. Trial availability is limited to one per customer and may be modified or withdrawn at any time.

3.3We do not currently offer a free plan. If one is introduced, its limits will be stated at the point of purchase and this Section will be updated before it is made available.

4. Fees, Billing, and Renewal

4.1Paid subscriptions are billed in advance, monthly or annually as selected, in Canadian dollars, plus applicable taxes (HST/GST/PST). Fees are non-refundable except as expressly stated in these Terms or required by law.

4.2Subscriptions renew automatically at the end of each billing period at the then-current price for your plan unless you cancel before the renewal date through your account settings. We will notify you in advance of any price increase, which will take effect at your next renewal.

4.3Envelope usage beyond your plan allowance may be blocked, or charged at the overage rates stated at the point of purchase. If a payment fails, we may retry it and may suspend paid features until payment succeeds.

4.4Payments are processed by a third-party payment processor. Nimble does not store your full payment card number.

5. Canadian Data Residency

5.1Customer documents, completed envelopes, audit records, and backups are stored and processed on infrastructure located in Canada and operated by or on behalf of Nimble. We will not transfer this data outside Canada without your consent, except where required by Canadian law. Transactional notifications (such as the email or SMS message inviting a recipient to sign) may transit third-party delivery networks; these messages contain links and delivery metadata, not your documents.

6. Your Content

6.1You retain all rights in the documents and data you upload or generate through the Service (“Customer Content”). You grant Nimble a limited, non-exclusive licence to host, process, transmit, and display Customer Content solely to provide, secure, and support the Service.

6.2You are solely responsible for Customer Content, including its legality and accuracy, and for having all rights and consents needed for us to process it, including consents relating to the personal information of your signers and recipients.

7. Acceptable Use

7.1You will not use the Service to: (a) violate any law or the rights of any person; (b) send documents that are fraudulent, defamatory, or that you have no authority to send; (c) send unsolicited bulk messages; (d) upload malicious code; (e) probe, disrupt, or circumvent security or usage limits; (f) reverse engineer or copy the Service or access it to build a competing product; or (g) resell or provide the Service to third parties as a service bureau. We may investigate violations and may suspend or terminate accounts engaged in them.

8. Electronic Signatures; Important Acknowledgements

8.1The Service is designed to support electronic signature processes consistent with the Personal Information Protection and Electronic Documents Act (Canada) and provincial electronic commerce legislation, including the Electronic Commerce Act, 2000 (Ontario). Completed envelopes are sealed against undetected alteration and accompanied by a certificate of completion recording signing events.

8.2You acknowledge that: (a) whether a particular electronically signed document is valid, binding, enforceable, or admissible depends on factors outside Nimble’s control, including the type of document, the jurisdiction, the identity and capacity of the signers, and the identity-verification options you choose; (b) some documents may not be signed electronically under applicable law (for example, wills and certain other instruments); (c) Nimble does not provide legal advice; and (d) you are solely responsible for determining whether the Service is appropriate for a given document or transaction.

8.3Signers interact with the Service under the consent and disclosure presented at the time of signing. As between you and Nimble, any dispute between you and a signer or other party to your documents is your responsibility.

9. Privacy

9.1Our collection, use, and disclosure of personal information in connection with the Service is described in the NimbleSign Privacy Policy, which forms part of these Terms. By using the Service you acknowledge that policy.

10. Intellectual Property; Feedback

10.1Nimble and its licensors own the Service and all related software, interfaces, and documentation, and all intellectual property rights in them. These Terms grant you only a limited right to use the Service during your subscription; no other rights are granted. If you provide feedback or suggestions, we may use them without restriction or obligation.

11. Suspension; Termination

11.1You may cancel your subscription or close your account at any time through your account settings; cancellation takes effect at the end of the current billing period and already-paid fees are not refunded except as required by law.

11.2We may suspend or terminate your access immediately if: (a) you materially breach these Terms and, where the breach is curable, fail to cure within 15 days of notice; (b) your use presents a security risk to the Service or others; (c) payment is overdue; or (d) we are required to do so by law. We may discontinue the Service or any feature on at least 60 days’ notice, in which case we will refund any prepaid fees for the period after discontinuation.

12. Data Export and Deletion

12.1For 30 days after your account is closed or terminated, you may export your Customer Content, including completed envelopes and certificates of completion, in industry-standard formats. After that period we may delete Customer Content in accordance with our retention schedules and applicable law. Completed documents you have already downloaded remain valid and verifiable independently of the Service.

13. Disclaimer of Warranties

13.1The Service is provided “as is” and “as available.” To the maximum extent permitted by law, Nimble disclaims all warranties, conditions, and representations, express, implied, statutory, or otherwise, including implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, title, and non-infringement, and does not warrant that the Service will be uninterrupted, error-free, or secure. Some jurisdictions do not allow certain disclaimers, so parts of this section may not apply to you.

14. Limitation of Liability

14.1To the maximum extent permitted by law: (a) neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, or data, however caused and under any theory of liability; and (b) Nimble’s total cumulative liability arising out of or related to the Service or these Terms will not exceed the greater of the fees you paid to Nimble for the Service in the 12 months before the first event giving rise to liability and CAD $100.

14.2These limitations do not apply to liability that cannot be limited under applicable law, or to either party’s fraud or wilful misconduct. You acknowledge that the Service’s pricing reflects this allocation of risk.

15. Indemnity

15.1You will defend and indemnify Nimble against third-party claims arising from Customer Content, your use of the Service in violation of these Terms or applicable law, or any dispute between you and a signer or other party to your documents, and will pay damages finally awarded or amounts agreed in settlement.

16. Changes to the Service and these Terms

16.1We may update these Terms from time to time. If a change is material, we will notify you (for example, by email or in-Service notice) at least 30 days before it takes effect. Your continued use of the Service after the effective date constitutes acceptance. If you do not agree to a change, you may cancel before it takes effect.

17. General

17.1These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The courts of Ontario have exclusive jurisdiction, and you attorn to them. You may not assign these Terms without our written consent; we may assign them to an affiliate or in connection with a merger or sale of assets. If any provision is unenforceable, it will be modified to the minimum extent necessary and the remainder remains in effect. These Terms, the NimbleSign Privacy Policy, and your plan details are the entire agreement between you and Nimble regarding the Service, subject to any signed agreement described above. The parties have requested that these Terms and all related documents be drawn up in English. Les parties ont demandé que ces conditions et tous les documents connexes soient rédigés en anglais.