Terms & Conditions

NIMBLE TERMS AND CONDITIONS Effective Date: April 9, 2025 IMPORTANT NOTICE SECTION 14 CONTAINS A MANDATORY ARBITRATION PROVISION. BY ACCEPTING THESE TERMS, YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND NIMBLE WILL BE RESOLVED INDIVIDUALLY, AND YOU MAY WAIVE YOUR RIGHT TO A JURY TRIAL OR CLASS ACTION. PLEASE READ CAREFULLY. Additional important notices: • Section 4 (Privacy) requires your express consent to our Privacy Policy. • Section 8 (User Content) and Section 12 (Limitation of Liability) set forth key obligations and limitations for your use of the Services. PART I – CORE TERMS AND CONDITIONS 1. Scope and Application These Terms govern your access to and use of Nimble’s platform, including our mobile application and related technology (collectively, “the Services”). The Services include features such as Scan & Pay, Snap & Pay, Order Pickup, personalized recipe recommendations, and other functionality provided by Motura Inc. (“Nimble,” “we,” “us,” or “our”). By using the Services, you agree to be bound by these Terms and our Privacy Policy (which includes details about data protection, including compliance with GDPR, CCPA, and other applicable privacy laws). 2. Acceptance and Amendments By downloading, installing, or using the Services, or by creating an account, you confirm that: • You have read, understand, and agree to these Terms and any future modifications posted on nimble.com/terms/. • You are of legal age to form a binding contract. • If you are using the Services on behalf of an organization, you have the authority to bind that organization. Note: We may modify these Terms from time to time. For material changes, we will provide notice (e.g., by email or within the app) and offer a reasonable period for review. Continued use of the Services constitutes acceptance of the modified Terms. 3. Plain Language and Consistent Definitions For clarity, key terms are defined below: • “Services” means all features offered by Nimble, including mobile application functionality and online services. • “User Content” includes any text, images, reviews, or media you provide via the Services. • “Retail Partner” means any third-party store or service provider accessible through the Services. • “AI-Generated Content” refers to any output produced by the artificial intelligence technologies integrated into our platform. 4. Privacy and Data Protection Your privacy is critically important to us. By using the Services, you consent to the collection, processing, and storage of your data as described in our Privacy Policy. • Data Protection: We adhere to GDPR, CCPA, and other applicable data protection laws. • Security Measures: We implement technical and organizational measures to protect your data; however, no system is entirely secure. • User Rights: You have rights under applicable law regarding your personal data, including access and deletion requests. • AI Data Use: Any data used to train our AI will be anonymized where possible, and we will ensure compliance with privacy standards. 5. Permitted Uses and Prohibitions You agree to use the Services only for lawful purposes. Specifically, you will not: • Use the Services to store or transmit unlawful material. • Impersonate others or misuse another user’s account. • Reverse engineer, copy, or distribute any part of the Services. • Interfere with the operation of our platform or any third-party Services. • Employ the Services for any commercial endeavor without our express written consent. 6. Retail Partner and Third-Party Interactions Nimble acts as an intermediary connecting you with independent retail partners. We do not control their operations or product pricing. • Third-Party Products: Any products or services purchased through or via the Services are subject to separate agreements with the respective retail partner. • Verification: If in-store pricing or offers differ from those displayed in the Services, you are required to verify with the retail partner before purchase. 7. User Account and Security When you register for an account: • You must provide complete and accurate information. • You are solely responsible for all activities under your account. • Keep your login credentials secure, and notify Nimble immediately of any unauthorized activity. • Should we suspect fraudulent or unauthorized activity, we reserve the right to suspend or terminate your account without liability. 8. User Content and Feedback (a) User Content By submitting any User Content: • You represent that you own or control the rights to such content. • Your submission must not infringe any third-party rights or violate any law. • You grant Nimble a non-exclusive, perpetual, transferable, royalty-free license to use, modify, and distribute your User Content globally in connection with the Services. (b) Feedback and Suggestions Feedback provided to us is taken as non-confidential. By submitting feedback, you grant Nimble a license to use that feedback as it sees fit with no obligation to provide compensation or credit. 9. Communications By using the Services, you consent to receiving communications (e.g., emails, push notifications, SMS) from Nimble and its partners. You may opt out of many communications through your account settings, but note that certain communications are necessary for the proper functioning of the Services. 10. Electronic Records All communications and documents transmitted electronically by Nimble (including these Terms) satisfy any statutory or legal requirement that such communications be in writing. 11. Intellectual Property Nimble and its licensors retain all rights to the Services, including all intellectual property rights. Nothing in these Terms grants you any rights or licenses to our intellectual property beyond your right to use the Services as expressly permitted herein. 12. Limitation of Liability To the fullest extent permitted by law: • Aggregate Liability: Our total liability shall be limited to the greater of the actual amounts paid by you to Nimble in the six months preceding a claim or a set cap (e.g., a multiple of fees paid). • Exclusions: We are not liable for indirect, incidental, consequential, or punitive damages. Notwithstanding anything else, nothing in these Terms limits liability for gross negligence or willful misconduct. 13. Payment Terms (a) Fees and Pricing • Prices for goods and services provided via the Services are determined by retail partners and may vary from those displayed online or in-store. • Fees related to the use of the Services (e.g., transaction, processing, and service fees) will be clearly communicated and are subject to change; notice of material changes will be provided. • You are responsible for applicable taxes, and fees are non-refundable unless otherwise specified. (b) Refunds and Cancellations All purchase charges are final. In cases of technical or billing errors, we reserve the right to cancel transactions and, at our discretion, issue refunds. 14. Dispute Resolution and Arbitration (a) Informal Resolution Before commencing formal dispute resolution, both parties agree to attempt to resolve disputes informally via telephone or videoconference. (b) Arbitration Any dispute arising from these Terms or your use of the Services will be resolved by binding arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules. • Location and Scope: Arbitration will be held in your county or an agreed location, except that if your claim is below a specified threshold (e.g., $10,000), it may be resolved on a document-only basis. • Class Action Waiver: Claims may only be brought in your individual capacity. (c) Opt-Out If you wish to opt out of arbitration, you must notify us via email at arbitration-opt-out@nimble.com within 30 days of first accepting these Terms. Your email must state your name, account email, and your request to opt out. 15. Termination and Effects • Your Termination: You may stop using the Services at any time. • Our Termination: We may suspend or terminate your access to the Services immediately for cause—including violations of these Terms—without any liability to you. • Data upon Termination: Upon termination, your data will be handled in accordance with our Privacy Policy. Certain rights and obligations (e.g., dispute resolution, confidentiality, indemnification) will survive termination. 16. Force Majeure Nimble will not be liable for any failure or delay to perform due to events beyond its reasonable control, including natural disasters, cyberattacks, or other events that disrupt operations. 17. Entire Agreement and Severability These Terms, together with any additional guidelines referenced herein, constitute the entire agreement between you and Nimble. If any provision is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. 18. Contact Information Motura Inc. legal@getnimbleapp.com For customer service inquiries, please review Your Account Settings or visit Nimble's Help Center. PART II – ADDITIONAL PROVISIONS 19. Service Provided “As-Is” and AI-Generated Content (a) General Disclaimer The Services are provided “as is” and “as available” without any warranties—express or implied—including but not limited to warranties of merchantability, quality, or fitness for a particular purpose. You assume full responsibility for any decisions, purchases, or actions taken based on the information provided through the Services. (b) AI-Generated Content Certain features of our Services use artificial intelligence. AI-generated content is provided for informational purposes only. • No Reliance: You should not rely on AI outputs for critical decisions, particularly those affecting health, financial, or safety matters. • Verification: You are responsible for verifying any information produced by AI before acting upon it. • No Warranty: We do not guarantee that AI-generated content is accurate, complete, or up-to-date. 20. Third-Party Products and Content Nimble does not endorse and is not responsible for third-party products, services, content, or advertisements available through the Services. Any disputes or issues regarding third-party offerings are solely between you and the respective provider. 21. In-Store Features and Order Pickup (a) In-Store Features – Scan & Pay / Snap & Pay When using in-store features: • Verification: You agree to accurately scan items, confirm weights and prices, and pay for your items before leaving the store. • Retail Partner Checks: In-store employees may verify scanned items or re-scan products. In cases of repeated discrepancies, your use of the Services may be suspended. • Retail Policies: Use of these features is also subject to the policies of the retail partner. (b) Order Pickup Service When using Order Pickup: • Order Authorization: By placing an order, you authorize the purchase from the selected retail partner. • Verification at Pickup: You may be required to provide identification or an order confirmation at pickup. • Timing and Modifications: Pickup times are approximate. If orders are not collected within the specified timeframe, they may be canceled (and charges may still apply). • Merchant of Record: The retail partner remains the merchant of record for all orders. 22. Indemnification You agree to indemnify and hold Nimble, its subsidiaries, affiliates, and their officers, directors, and employees harmless from any claims, losses, damages, costs, or expenses (including reasonable attorney fees) arising from: • (a) Your misuse of the Services or breach of these Terms. • (b) Any unauthorized use of your account. • (c) Disputes between you and a third party. • (d) Your use of AI-generated content that results in harm. 23. Changes to the Terms We reserve the right to update these Terms periodically. Should we make material changes, we will notify you via email or an in-app notice and provide a grace period for you to review the changes. Continued use of the Services after the updates will constitute your acceptance of the revised Terms. 24. Recipe Recommendations (a) Personalized Recipe Recommendations Some features of the Services provide personalized recipes based on your purchase history or preferences. These recommendations: • Are provided solely for your convenience and information. • Are not a substitute for professional dietary or medical advice. • May include suggestions for specific products; however, product availability and pricing are subject to change. • Require your independent evaluation in light of allergies, dietary restrictions, or personal health considerations.