1. Website

1.1 License. Subject to the terms of this Agreement, NimblShift grants you a limited, non-transferable, non-exclusive, revocable license to access and make personal use of the services and features provided on the Website. This license does not include any resale or commercial use of the Website features or content, or the right to access or use the Website for any of the restricted purposes set forth in Section 1.2. NimblShift may terminate this license at any time for any reason.

1.2 Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sublicense, reproduce, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website or its content without the express written consent of NimblShift ; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Website; (c) you shall not access the Website in order to build a similar or competitive service or to download, copy or collect content or account information for the benefit of another merchant; (d) except as expressly stated herein, no part of the Website may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means without NimblShift ‘s express written consent; and (e) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information or content (including images and text descriptions) of the Website without NimblShift‘s express written consent. Any future release, update, or other addition to functionality of the Website shall be subject to the terms of this Agreement.

1.3 Modification. NimblShift reserves the right, at any time, to modify, suspend, or discontinue the Website or any part thereof with or without notice. You agree that NimblShift will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Website or any part thereof.

1.4 Ownership. You acknowledge that all intellectual property rights in the Website, including our rights to copyrighted material, patents, industrial designs, trademarks, service marks, and trade secrets (“Intellectual Property”) (excluding any User Content) are owned by NimblShift and its licensors, and neither the limited license granted in Section 1.1 nor our provision of the Website under this Agreement shall transfer to you or any third party any rights, title or interest in or to such Intellectual Property. NimblShift reserves all rights not granted in this Agreement.

2. User Content

2.1 User Content. “User Content” of a Website user means any and all information and content that such user submits to NimblShift by any means, including through social media, or uses with the Website (e.g., a user profile or a feedback submission). You are solely responsible for your User Content. You assume all risks associated with the use of your User Content, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby affirm, represent, and warrant that (i) you own, or have the necessary licenses, rights, and/or consents to use your User Content with the Website as described herein and (ii) your User Content does not violate the Acceptable Use Policy (defined below). You may not state or imply that your User Content is in any way provided, sponsored, or endorsed by NimblShift. Because you alone are responsible for your User Content (and not NimblShift ), you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. NimblShift is not obligated to backup any User Content makes no representation that it will do so, and you agree that NimblShift may delete User Content at any time.

2.2 License. By submitting your User Content or using it with the Website, you automatically grant, and you represent and warrant that you have the right to grant, to NimblShift an irrevocable, nonexclusive, royalty-free, and fully-paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, solely for the purposes of including your User Content in the Website, NimblShift social media platforms or marketing initiatives. You agree to irrevocably waive (and cause to be waived) any claims and assertions of publicity or moral rights, or attribution with respect to your User Content.

2.3 Feedback. NimblShift will treat any feedback, communications, or suggestions you provide to NimblShift as non-confidential and non-proprietary unless you explicitly indicate otherwise in the applicable communication itself. Thus, in the absence of a written agreement with NimblShift to the contrary, you agree that you will not submit to NimblShift any information or ideas that you consider to be confidential or proprietary.

3. Acceptable Use Policy

3.1 You agree not to use the Website to collect, upload, transmit, display, or distribute any User Content (a) that violates any third-party right, including any copyright, trademark, patent, industrial designs, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) that is unlawful, harassing, abusive, tortuous, threatening, harmful, abusive, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; or (c) in violation of any law, regulation, or obligations or restrictions imposed by any third party.

3.2 In addition, you agree not to commercially exploit the Website or use it to (a) upload, install, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data, or any other computer programs; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, commercial electronic messages, including spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (d) interfere with or disrupt servers or networks connected to the Website or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Website, other computer systems or networks connected to or used together with the Website, through password mining or other means; or (f) harass or interfere with another user’s use and enjoyment of the Website.

3.3 NimblShift reserves the right (but have no obligation under this Agreement) to review any User Content, investigate, and/or take appropriate action against you, in our sole discretion, if you violate the Acceptable Use Policy or any other provision of this Agreement, including removing or modifying your User Content, terminating your Account in accordance with Section 11, and/or reporting you to law enforcement authorities. We may also remove or modify your User Content if it, in our sole judgment, violates the rights of, harms, or threatens the safety of any other person, or creates liability for us or any other person. In order to cooperate with legitimate governmental requests, subpoenas, or court orders, or to protect our business and members, we may access and disclose any information we consider necessary or appropriate, including your Account username and password, IP address and traffic information, usage history, and your User Content.

​​4. General

​​4.1 Changes to our Terms. This Agreement is subject to occasional revision, and if we make any material changes we will post notice of the changes on our Website. These changes will be effective immediately. Continued use of our Website following notice of such changes shall indicate your acknowledgment of such changes and agreement to be bound by any revision of this Agreement.

4.2 Governing Law. The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations, or other proceedings hereunder, will be governed in all respects exclusively by the laws of the Province of Alberta, Canada as such laws apply to contracts performed entirely within Alberta without regard to the conflict of laws provisions thereof. All disputes hereunder shall be resolved in the courts in the City of Calgary. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail or electronic and waive any jurisdictional or venue defenses otherwise available without reference to conflict of laws principles.

​You hereby waive service of process in connection with any legal matters or proceedings pertaining to these Terms of Use and agree that (to the extent permitted by applicable law) service at the address indicated in your Account is proper service. Such service may be served by mail or e-mail, which shall be deemed full and complete service on you.

The parties may exclude the application of this Convention or, subject to Article 12, derogate from or vary the effect of any of its provisions.

4.3 Entire Agreement. This Agreement constitutes the entire agreement between you and us regarding the use of the Website and the purchase of any Products on our Website. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without NimblShift’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon and enure to the benefit of successors and assignees.

4.4 English Language. It is the express wish of the parties that this Agreement be drafted in English. Les parties aux présentes ont expressément demandé que ces modalités d’utilisation du site web soient rédigés en anglais.