Terms of Service

Acceptance of terms

FreshNDA is a service operated by Mornin Labs LLC (“FreshNDA,” “we,” or “us”). By using FreshNDA, you agree to these terms. If you do not agree, do not use the service. We may update these terms at any time; continued use after changes constitutes acceptance.

Eligibility

You must be at least 18 years old and able to form a binding contract to use FreshNDA. By using the service, you represent that you meet these requirements, and that if you are using FreshNDA on behalf of an organization, you are authorized to bind that organization to these terms.

Description of service

FreshNDA is a platform for sending and signing non-disclosure agreements electronically. We use industry-standard NDA templates from Bonterms and facilitate electronic signatures. Under the U.S. ESIGN Act and the Uniform Electronic Transactions Act (UETA), a signature, contract, or record is not denied legal effect solely because it is in electronic form. That is a rule about the signature’s form, not a guarantee that any given agreement is enforceable: FreshNDA does not warrant that any agreement is valid or enforceable, which depends on its terms, the parties’ authority, and the governing law (see Limitation of liability below).

User responsibilities

You agree to provide accurate information when creating NDAs. You are responsible for ensuring that you have authority to enter into agreements on behalf of yourself or your organization. You agree not to use FreshNDA for spam, harassment, or any unlawful purpose.

Acceptable use

You agree not to, and not to allow anyone else to:

• use FreshNDA for any unlawful, fraudulent, or infringing purpose, or to send spam or harassing, deceptive, or abusive communications;
• upload or transmit malware, or attempt to gain unauthorized access to the service, other accounts, or its underlying systems;
• probe, scan, or test the vulnerability of the service, or circumvent its security, authentication, or rate limits;
• interfere with or disrupt the service, including through automated bulk extraction of data or of other parties’ personal information; or
• resell or sublicense the service except as expressly permitted, or use it in any way that misrepresents an agreement’s status or authenticity.

We may investigate suspected violations and may suspend or terminate access for conduct that violates these terms or that we reasonably believe is harmful to FreshNDA, its users, or others.

API & programmatic access

FreshNDA provides a REST API. API keys are credentials issued to your organization: you are responsible for keeping them secret, for all activity that occurs under them, and for promptly revoking any key that is exposed. Programmatic access is subject to these terms and the Acceptable use section above, and is rate-limited. We may throttle, suspend, or revoke a key, or limit API access, to protect the service or in response to abuse. Automated and bulk access must comply with these terms and must not be used to extract other parties’ personal information beyond your own legitimate use of your NDAs.

Sanctions & export control

You represent that you are not located in, and are not a national or resident of, any country or region subject to comprehensive U.S. sanctions, and that you are not on any U.S. government list of prohibited or restricted parties, including the lists maintained by the Office of Foreign Assets Control (OFAC). You agree to comply with all applicable export-control and sanctions laws and not to use FreshNDA in violation of them.

Electronic signatures

By signing an NDA through FreshNDA, you consent to conducting this transaction electronically. Your typed name, combined with your expressed intent to sign and the associated timestamp, is intended to operate as your electronic signature under the U.S. ESIGN Act and UETA. Before you sign, FreshNDA shows an Electronic Records & Signatures Disclosure covering your right to a paper copy of the agreement, your right to withdraw consent to sign electronically before signing, and the hardware and software needed to access and keep these records. Outside the United States, whether an electronic signature is binding depends on the agreement’s choice of law and local rules. Whether the underlying agreement is enforceable is a separate question, addressed under Limitation of liability below.

Intellectual property

NDA templates used on FreshNDA are provided by Bonterms and are licensed under the Creative Commons Attribution 4.0 International (CC BY 4.0) license. The read-only system templates are used unmodified; custom templates and any text you edit at send time may modify them, and such changes are yours, not Bonterms’. You retain ownership of the information you provide and the agreements you execute, and FreshNDA claims no ownership interest in them.

To run the service for you, you grant FreshNDA a limited, non-exclusive, worldwide, royalty-free license to host, store, copy, transmit, display, render, and back up the information and agreements you submit, solely as necessary to provide, secure, and support the service—for example, to deliver an agreement to the recipient you designate, generate the signed PDF and Certificate of Completion, and keep them available to you. This license exists only so FreshNDA can operate the service on your behalf; it grants FreshNDA no other rights in your content, and it ends when the content is deleted, except for routine backups retained for a limited period.

Confidentiality of your content

FreshNDA treats the agreements and information you submit as confidential. FreshNDA does not sell them, does not use them for advertising or marketing, and does not use them—or their contents—to train artificial intelligence or machine-learning models; the service uses no AI or LLM providers. The contents of your agreements are disclosed only as needed to operate the service—above all, to the recipient you designate for signing—or where required by law or legal process. FreshNDA claims no right to use or disclose the confidential information of your counterparties beyond what is needed to provide the service to you. The third-party providers that help operate FreshNDA, and the data each receives, are listed on the security page; how personal information is handled is described in the Privacy Policy.

Fees, billing & refunds

FreshNDA offers a free plan and paid subscription plans (Team and Enterprise). Paid plans are sold as recurring subscriptions billed through Stripe. By subscribing to a paid plan, you authorize FreshNDA, through Stripe, to charge your payment method on the terms below.

• Billed in advance. Subscription fees are charged at the start of each billing period (monthly) for the period ahead.
• Automatic renewal. Paid plans renew automatically at the end of each billing period at the then-current price, and your payment method is charged for the next period, until you cancel. Where a free trial is offered, it converts to a paid subscription and the first charge is made when the trial ends unless you cancel before then.
• Upgrades and proration. When you upgrade to a higher plan mid-cycle, the change takes effect immediately and Stripe prorates the difference—you are credited for unused time on the current plan and charged the prorated cost of the new plan. Downgrades take effect and apply pricing at the next renewal.
• Cancellation. You can cancel at any time from Settings → Manage billing, which opens the Stripe billing portal. Cancellation stops future renewals; your plan remains active through the end of the period you have already paid for, and no further charges are made after that.
• Refunds. Except where required by law, fees are non-refundable, and partial billing periods, unused time, and unused NDA allotments are not refunded or credited. Canceling stops future charges but does not refund the current period.
• Taxes. Prices are exclusive of taxes. You are responsible for any applicable sales tax, VAT, or similar tax based on your billing location. Where tax collection is enabled, it is shown and added at checkout.
• Price changes. Subscription prices may change. Any change applies to billing periods that begin after reasonable advance notice, and your continued subscription after the change takes effect constitutes acceptance of the new price.
• Failed payments. If a charge fails, FreshNDA may retry payment and may suspend or downgrade the subscription until the balance is resolved.

Payment method and billing details are handled by Stripe; FreshNDA does not store card numbers. To update a payment method, view invoices, or cancel, use the Stripe billing portal linked from your billing settings.

Limitation of liability

FreshNDA is provided “as is” without warranties of any kind, express or implied. We are not a law firm and do not provide legal advice. We do not guarantee that any NDA will be enforceable in your jurisdiction. In no event shall FreshNDA be liable for any indirect, incidental, or consequential damages arising from your use of the service.

Service availability

We strive to keep FreshNDA available at all times but do not guarantee uninterrupted access. We may modify or discontinue the service at any time without notice. Executed NDAs are not locked into the service: at the time of signing, FreshNDA delivers a self-contained PDF to all parties by email, and each PDF includes a Certificate of Completion with a SHA-256 hash that allows any party to verify the document’s authenticity independently, without access to FreshNDA.

Governing law

These terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Any disputes arising from these terms or your use of FreshNDA shall be resolved in the state or federal courts located in Delaware.

Contact

Questions about these terms? Email us at legal@freshnda.com.