These Terms of Service (the “Terms”) form a binding agreement between you (“you”, “your”, or the “Customer”) and VG-Real Estate Services Inc., operating as VG·Sign(“VG·Sign”, “we”, “us”, or “our”), governing your access to and use of the VG·Sign websites, applications, APIs, and related services (collectively, the “Service”). By creating an account, sending or signing an envelope, or otherwise using the Service, you agree to these Terms. If you are entering into these Terms on behalf of a company or other organization, you represent that you have authority to bind that organization.
1. Definitions
- Envelope — one or more documents grouped for signature, together with their fields, recipients, attachments, audit trail, and certificate of completion.
- Sender — a Customer or authorized user who uploads documents and sends an Envelope for signature.
- Recipient — a person invited to view, sign, approve, witness, or otherwise act on an Envelope.
- Content — documents, attachments, signatures, field data, and any other material you or your Recipients upload to or generate through the Service.
- Account Data — information about your account, users, billing, and use of the Service.
2. Eligibility
You must be at least the age of majority in your province or territory of residence (18 or 19 in Canada, depending on jurisdiction) and able to form a legally binding contract. You may not use the Service if you are barred from doing so under applicable law.
3. Accounts and security
You are responsible for safeguarding your account credentials and for all activity that occurs under your account. You agree to provide accurate information, keep it current, and notify us promptly of any unauthorized use at info@vg-realestate.ca. We may enable multi-factor authentication and may suspend access where we reasonably believe an account is compromised.
4. The Service
VG·Sign is an electronic-signature platform: you prepare documents, place fields, send them to Recipients, and receive a finalized, tamper-evident record. We are a technology provider, not a law firm. Nothing in the Service constitutes legal advice, and we do not warrant that any given document, signature, or workflow satisfies the legal requirements applicable to your particular transaction. You are responsible for determining whether electronic signatures are appropriate and lawful for your use case.
5. Your Content and ownership
As between you and VG·Sign, you retain all right, title, and interest in your Content. You grant us a limited, non-exclusive licence to host, process, transmit, display, and store your Content solely as necessary to provide and support the Service, to generate audit trails and certificates, and to comply with law. We do not sell your Content, and we do not access it except as required to operate the Service, provide support you request, or meet a legal obligation. You are responsible for ensuring you have the rights and consents needed to upload your Content and to send it to your Recipients.
6. Acceptable use
You agree not to use the Service to:
- upload or send unlawful, infringing, fraudulent, or harmful material;
- forge a signature, impersonate another person, or send documents without the authority to do so;
- circumvent usage limits, security controls, or access protections;
- send unsolicited bulk messages or use the Service in violation of anti-spam law (including Canada’s Anti-Spam Legislation, CASL); or
- reverse engineer, resell, or build a competing service from the Service except to the extent such restriction is prohibited by law.
7. Electronic signatures and legal validity
The Service is designed to support legally valid electronic signatures under the Electronic Commerce Act, 2000 (Ontario), the Uniform Electronic Commerce Act as adopted across Canadian provinces, and the federal Personal Information Protection and Electronic Documents Act (PIPEDA). Recipients are presented with our Consumer Disclosure and must consent to transact electronically before signing. Certain documents are excluded from electronic signing by statute (for example, certain wills, codicils, and powers of attorney); you are responsible for not using the Service for excluded documents.
8. Plans, fees, and billing
Paid subscription plans are billed in advance on a recurring basis (monthly or annually, as selected) through our payment processor. Subscriptions renew automatically at the end of each billing period at the then-current rate until cancelled. You may cancel at any time; cancellation takes effect at the end of the current billing period, and you retain access until then. Except where required by law, fees are non-refundable and we do not provide refunds or credits for partial periods, unused envelopes, or downgrades. Fees are exclusive of taxes; you are responsible for applicable taxes (including HST/GST). We may change pricing on prospective notice of at least thirty (30) days; changes apply at your next renewal.
Enterprise and other negotiated arrangements may be governed by a separate order form, master services agreement, or statement of work, which prevails over these Terms to the extent of any conflict for that Customer.
9. Free plan and trials
We may offer a free plan or trial with limited features and usage caps. We may modify or discontinue free offerings at any time. Free-plan Content remains subject to these Terms and to our retention and deletion practices described in the Privacy Policy.
10. Third-party services
The Service may integrate with third-party products (for example, CRM, storage, identity, and communication tools). Your use of those products is governed by their own terms, and we are not responsible for them. We rely on third-party subprocessors to operate the Service; these are described in our Privacy Policy.
11. Our intellectual property
The Service, including its software, design, trademarks, and documentation, is owned by VG·Sign and its licensors and is protected by intellectual-property laws. These Terms grant you a limited, non-exclusive, non-transferable right to use the Service; no other rights are granted. Feedback you provide may be used by us without restriction or obligation.
12. Confidentiality
Each party may receive confidential information of the other. The receiving party will use it only to perform under these Terms and will protect it with at least reasonable care. This section does not apply to information that is public, independently developed, or rightfully received from a third party without obligation of confidentiality.
13. Availability and support
We aim to keep the Service available and reliable, but except as expressly stated in a paid plan or order form, the Service is provided without a committed uptime guarantee. Service levels and support response targets, where offered, are stated in the applicable plan description or order form.
14. Term and termination
These Terms apply while you use the Service. You may stop using the Service and close your account at any time. We may suspend or terminate your access if you materially breach these Terms, fail to pay, or use the Service in a way that creates legal or security risk. On termination, you may export your Content for thirty (30) days, after which we may delete it in accordance with our retention practices, subject to any legal obligation to retain it. Sections that by their nature should survive termination (including ownership, confidentiality, disclaimers, limitation of liability, indemnification, and governing law) survive.
15. Disclaimers
Except as expressly stated in these Terms and to the maximum extent permitted by law, the Service is provided “as is” and “as available” without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or that it will meet the legal requirements of every transaction or jurisdiction.
16. Limitation of liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill, arising out of or related to the Service. Our aggregate liability arising out of or related to these Terms will not exceed the greater of (A) the amounts you paid us for the Service in the twelve (12) months before the event giving rise to the claim, or (B) CAD $100. Some jurisdictions do not allow certain limitations, so portions of this section may not apply to you.
17. Indemnification
You will defend, indemnify, and hold harmless VG·Sign from third-party claims arising out of your Content, your use of the Service in violation of these Terms or law, or your breach of your representations here, except to the extent caused by our own breach or negligence.
18. Governing law and dispute resolution
These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. Before commencing any formal proceeding, the parties will first attempt in good faith to resolve the dispute informally by giving written notice and negotiating for at least thirty (30) days. If the dispute is not resolved, it will be brought exclusively in the courts located in Toronto, Ontario, and each party submits to their jurisdiction. Nothing prevents either party from seeking interim or injunctive relief to protect its intellectual property or confidential information.
19. Changes to these Terms
We may update these Terms from time to time. For material changes, we will provide reasonable advance notice (for example, by email or in-product notice). Your continued use of the Service after changes take effect constitutes acceptance.
20. General
These Terms, together with any order form and our published policies, are the entire agreement between the parties regarding the Service. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. If any provision is found unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. Notices to us should be sent to info@vg-realestate.ca and to VG-Real Estate Services Inc., 840 Queens Plate Drive, Toronto, Ontario, Canada.
21. Contact
Questions about these Terms? Email info@vg-realestate.ca.