Terms of Service
Updated: May 1, 2024
Welcome to Warmer! Thank you for using our services to help advisors build stronger client relationships.
These Terms of Service (“Terms”) govern your use of services provided by Warmer Holdings Inc (“Warmer”, “Us”). By using Warmer’s services, you agree to these Terms. If you are using Warmer’s services on behalf of another entity (such as your employer), you must have the authority to accept these Terms on their behalf.
1. Acceptable Use
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Eligibility: You must be at least 18 years old to use our services.
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Location: Our services are intended for use in the United States of America only.
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Account Registration: To use our services, you must create an account by providing accurate and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.
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Responsible Conduct: You agree not to use our services for any unlawful purpose or in any way that could harm our services or impair others’ use of them.
2. Privacy
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We are committed to ensuring you understand the information you share with us and the steps we take to safeguard that information.
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Our Privacy Policy governs our use of your information.
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By using our services, you consent to the collection and use of your information as described in the Privacy Policy.
3. Intellectual Property
Ownership: We retain all rights, title, and interest in and to our services and software, including all related intellectual property rights.
License: We grant you a limited, non-exclusive, non-transferable, revocable license to use our services for your internal business purposes.
Restrictions: You may not copy, modify, distribute, sell, or lease any part of our services or software.
Beta Versions: If this is a beta version, you acknowledge that using our services and software may privilege you with information of a confidential and proprietary nature. You shall keep such information in trust and shall not disclose it to third parties without consent.
4. Fees and Payments
Subscription Fees: Certain features of our services may require you to pay subscription fees. All fees are non-refundable except as required by law.
Payment: You agree to provide accurate billing information and to update it as necessary. You authorize us to charge your payment method for all fees due.
5. Termination
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By You: You may terminate your account at any time.
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By Us: We may suspend or terminate your account if you violate these Terms, if your use of our services poses a risk to us or other users, for any reason, or for no reason.
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Effect of Termination: Upon termination, your right to use our services will cease immediately.
6. Disclaimers and Warranties
As-Is Basis: Our services are provided “as is” without any warranties, express or implied.
Beta Versions: If this is a beta version, you acknowledge that the software is a prerelease code and not at the level of performance of a final, generally-available product offering.
7. Limitation of Liability
To the maximum extent permitted by law, neither party will hold the other party liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues.
In no event should cumulative liability in any way relating to this Agreement exceed the amount of fees received by Warmer from the user (or user’s employer) during the year preceding the claim.
8. Indemnification
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Indemnification: You agree to indemnify, defend and hold us harmless – including our affiliates, and their respective officers, directors, employees, representatives, and agents – from and against any and all claims, damages, judgments, settlements, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection to any breach of this agreement by you or your representatives, except to the extent said events are caused by our intentional misconduct.
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Reciprocal Indemnification: Warmer agrees to indemnify, defend and hold you harmless – including your affiliates, and their respective officers, directors, employees, representatives, and agents – from and against any and all claims, damages, judgments, settlements, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection to any breach of this agreement by us or our representatives, except to the extent said events are caused by your intentional misconduct.
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OpenAI Enterprise “Copyright Shield”: Of note, Warmer’s relationship with OpenAI Enterprise provides indemnification “for any damages finally awarded by a court of competent jurisdiction and any settlement amounts payable to a third party arising out of a third party claim alleging that the Services (including training data we use to train a model that powers the Services) infringe any third party intellectual property right.” Additional details available on OpenAI Enterprise’s Business Terms).
9. Governing Law & Disputes
Governing Law: These Terms will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.
Dispute Resolution: The parties will arbitrate any dispute about these Terms in Delaware and agree to finally settle all such disputes according to the Rules of the Judicial Arbitration and Mediation Service (“JAMS”). To the extent the JAMS streamlined rules are available, they will apply. The arbitral decision may be enforced in any court.
Chosen Courts: To the extent a claim cannot legally be arbitrated (as determined by an arbitrator), the parties will bring to court the suit, action, or proceeding that cannot be arbitrated, in Delaware. Each party will irrevocably submit to the exclusive jurisdiction of said court.
10. Changes to Terms
We may update these Terms from time to time. We will notify you of any changes by posting the new Terms on our website. Your continued use of our services after any changes indicates your acceptance of the new Terms.
Relationships are everything, and your trust is important to us. If you have any questions about these Terms, please contact us at support@getwarmer.com.
Warmer Holdings Inc.
33 Irving Place, 3rd Floor
New York, NY 10003