Terms of Service

These Terms & Conditions (this “Terms”, “Conditions”, “Agreement”) is between CyberPanda s. r. o., IČO 52441121, VAT ID SK2121044739, registered at Obchodna 2, 811 06 Bratislava, Slovak Republic (“Company”, “Us”, “We”, “CyberPanda”) and the individual or entity that has executed this Agreement (“You”). These terms govern your access to the Company’s Software, Platform, or Services (“Service[s]”).

By accessing or using Company Services, you agree to comply with and be bound by the terms and conditions set forth in this user agreement (the “Terms” or “Agreement”). Failure to use the Software in accordance with these Terms and Privacy Policy may subject you to civil and criminal penalties.

If you do not want to agree to these Terms and Conditions or the Privacy Policy, you must not use our Services.

Software

Company provides a SaaS application (“Warmup Inbox”) to businesses and organizations which features email organization, marketing, and related offerings, features and functionalities. In order to provide such service, Customers must provide information such as payment information, customer information, or other sensitive information. This information is protected under this Agreement.

We grant you permission to use the Company Services subject to the restrictions set forth in these Terms. Your use of the Company Services is at your own risk. The Company Services may be modified, updated, interrupted or suspended at any time without notice or liability. To access some of our services you may be required to make a monetary purchase. Your paid purchase will only give you access to the particular Company product for which you have registered.

• All prices do not include all relevant local taxes.
• We reserve the right to change the cost of any of our Service. If you are not happy with the cost of any Service, you may cancel your purchase in accordance with these Terms & Conditions.
• Refunds are governed by the Refunds and Service Credits section below and applicable mandatory consumer laws.
• We provide chat support only; there are no guarantees in response times.
• We offer a 7 day free trial, only 1 trial per person.

Our Access

In accessing our Software, we must access certain software, hardware, and/or devices. You agree to grant us such permission to the following in association with the Company Services:

• Allow us to connect to your email account via IMAP, SMTP, or any other authentication method;
• Allow us to send email on behalf of a user;
• Allow us to use 3rd party tools and APIs;
• Allow us to use 3rd party tools for financial information (Stripe);
• Allow us to reply to emails as you;
• Allow Warmup Inbox support to log into an inbox to help troubleshoot any issues.

Accounts and Registration

To access features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself (such as your name, credit card information, email address, phone number, profile image, or other contact information). You agree that the information you provide to us is accurate, current, and complete, and that you will keep it up to date at all times. When you register, you will be asked to provide a password. You are responsible for identifying and authenticating all Users, for approving access by such Users to the Services, for controlling against unauthorized access by Users, and for maintaining the confidentiality of usernames, passwords and account information. You accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, you must immediately notify us via our Help Center.

Fees

All fees payable to Company are due once placed. Your order is non-cancelable and the sums paid nonrefundable, except as provided in this Agreement or your order. You will pay any sales or other similar taxes imposed by applicable law that Company must pay based on the Services you ordered.

Billing and Automatic Payments

Users have the ability to purchase a paid subscription from Company. Your service will automatically be renewed and your chosen payment method will be charged at the end of each service period unless you decide to cancel your subscription for the Company Services. Refunds and credits are handled under Refunds and Service Credits and by mandatory law. Downgrades take effect at the start of the next billing period unless stated otherwise.

Upon the termination of your subscription, all your inboxes will be converted to the free plan and will operate as defined by this plan. By leaving your inboxes connected to our tool after the subscription ends, you automatically agree to this conversion. If you do not agree to the application of the free plan to your inboxes, you must remove them from the tool. In relation to the free plan, we reserve the right to send you email notifications associated with this plan.

Refunds and Service Credits

Consumer Withdrawal Rights

If you qualify as a consumer under applicable law, you have the right to withdraw from this Agreement without giving any reason within fourteen (14) calendar days after entering into the Agreement (the “Withdrawal Period”). The right of withdrawal shall not apply if you have commenced the use of paid Services with your explicit consent before the expiry of the Withdrawal Period. Upon withdrawal, we will reimburse a pro-rated portion of your fee corresponding to the unused period from the effective date of withdrawal through the end of your current billing period, without undue delay and no later than fourteen (14) calendar days from the day on which we are informed of the withdrawal.

Service Credits for Outages

If the Services are unavailable for more than four (4) consecutive hours during a billing period due to an interruption attributable to us, you may be eligible for service credits. Credits are calculated as a pro-rated portion of your subscription fee for the period of unavailability. To request credits, contact us within thirty (30) days of the outage with details of the interruption.

Business Users

For business customers, subscription payments are non-refundable after the Withdrawal Period, except where required by applicable law or in cases of our material breach. We may, at our discretion, issue service credits where the interruption is attributable to us.

Account Dormancy and Fund Forfeiture Policy

• Definition of dormancy: for the purposes of this policy, an account is considered “dormant” if there has been no discernible activity for a continuous period of 3 months. Activity is defined, inter alia, as making purchases, utilizing credits, or logging into the account.
• Consequences of dormancy: should an account remain dormant for the aforementioned 3-month period, any and all credits within the account may be subject to forfeiture.
• Rationale: this policy serves the purpose of ensuring optimal platform efficiency and reducing the potential for inactive account exploitation.
• User responsibility: account holders are encouraged to remain active and periodically engage with our platform services to prevent credit forfeiture.

Use of Service Restrictions

Company aims to provide the best service possible to all of our Customers. We require that you do not misuse our Software or Services. In order to protect the Services from being misused or used to harm someone, Company reserves the right to take appropriate measures when our Services are being used contrary to these Terms and applicable laws. You agree that Company may terminate your account, without providing a refund for Services already paid, if you misuse the Service.

In using the Service, you further agree to the following:

• Not to participate in conduct that may violate any applicable federal, state, local, or international law or regulation;
• Not to participate in conduct that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
• Not to participate in conduct that reverse engineers, causes viruses, corrupted data or other harmful, disruptive or destructive files, or which otherwise causes harm;
• You must not use the Services to upload, post or otherwise transmit any materials that would negatively impact the functioning of the Platform or the Services, including computer viruses, Trojan horses, worms or other harmful files or programs.
• You may not use any process or program to monitor, copy, summarize or otherwise extract information from the Platform.
• You may not use any deep-link, page-scrape, robot, crawl, index, spider, offline reader, click spam, macro program, internet agent, or other automatic device to access, copy, acquire information, generate impressions or clicks, or monitor any portion of the Software or the Products for any unauthorized purpose.
• You shall not repeatedly upload and remove unique email addresses, materially misrepresent the number of contacts you intend to include in your account, or otherwise try to manipulate data in an attempt to circumvent our Fee Schedule or other billing procedures.
• You shall not set up multiple accounts for any individual or organization in order to send substantially similar content unless you are part of a franchise.
• You shall not save, gather, utilize, collect, or attempt individual or personal contact with any incoming email address or associated contact information from recipients of your engagement while utilizing our services. Participation in such activities will result in a lifetime ban of your account and connected inboxes from our services.

Limited Licence for Service

Company grants you a limited, non-exclusive license to access and use the Service for your own personal purposes. Except as expressly permitted by Company in writing, you will not reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble the Service. Nor will you take any measures to interfere with or damage the Service. All rights not expressly granted by Company are reserved.

• Users may only view, copy, and print such portions of the Content for their own personal use;
• Users may not modify or otherwise make derivative works of the Services or Content, or reproduce, distribute, or display the Services or any Content (except for page caching) except as expressly permitted in these Terms;
• Users may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content;
• Users may not use the Services other than for their intended purposes.

Confidentiality

Each party acknowledges that in the course of its obligations pursuant to this Agreement, it may obtain certain confidential information. Each party hereby agrees that all such confidential information received by it, its parents, affiliates, subsidiaries, or Customers, whether before or after the date of this Agreement, shall be kept in strict confidence and shall be used only for the purposes of this Agreement, and shall not be disclosed without the prior written consent of the other party. We each may disclose Confidential Information only to those employees, agents or subcontractors who are required to protect it against unauthorized disclosure in a manner no less protective than required under this Agreement.

Suspension and Termination

Any party may terminate this Agreement at any time with or without cause by providing at least 2 days’ prior written notice to the other party. Refunds (if any) are as set out in Refunds and Service Credits and applicable mandatory consumer law. Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Services, at any time and for any or no reason.

Company may temporarily suspend your password, account, and access to or use of the Services if you or your Users violate any provision within this Agreement, or if in Company’s reasonable judgment, the Services or any component thereof are about to suffer a significant threat to security or functionality. Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability, indemnification, payment and others which by their nature are intended to survive.

Security of Your Information and Data Storage

You can access your information via Company Service with your password and username. We advise against sharing your password with anyone. We encrypt certain sensitive information using TLS or SSL technology to ensure that your information is safe as it is transmitted to us. However, no data transmission can be guaranteed to be 100% secure. As a result, while we employ commercially reasonable security measures to protect data and seek to partner with companies that do the same, we cannot guarantee the security of any information transmitted to or from or via Company Service, and we are not responsible for the actions of any third parties that may receive any such information.

Our Communications

By entering into this Agreement, you acknowledge that we may contact you via telephone (either by a live person, automatic dialer, prerecorded message or a combination of the foregoing) to discuss the products and you consent to such contact. We reserve the right to send messages to you to (a) inform you of changes or additions to the Software, the Products, this Agreement or the Fee Schedule, (b) inform you of violations of this Agreement, (c) inform you of any other matter related to the Software, the Products or this Agreement, or (d) for marketing and other purposes.

You may unsubscribe from our marketing communications at any time, although you will continue to receive transactional messages from us. If you would like us not to contact you by telephone, please email support@warmupinbox.com.

Disclaimer of Warranties

You understand and agree that your use of the Software and/or the Service is at your sole risk. The Software and the Service are provided on an “as is” and “as available” basis without warranties or conditions of any kind, either express or implied (to the maximum extent permitted by applicable law). To the maximum extent permitted by applicable law, the Company expressly disclaims all warranties and conditions including, without limitation, warranties and conditions of satisfactory quality, merchantability, fitness for a particular purpose, and non-infringement. The Company makes no warranty as to the accuracy, completeness or reliability of any materials, information or data available through, or the performance of, the Software and/or the Service.

Limitation of Liability

To the fullest extent permitted by applicable law, in no event shall the Company parties be liable for any indirect, special, incidental, or consequential damages of any kind (including loss of revenue, income or profits, loss of use or data, loss or diminution in value of assets, or damages for business interruption) arising out of or in any way related to the access to or use of the Services, or the order, receipt or use of any product, or otherwise related to these Terms, regardless of the form of action, whether based in contract, tort (including simple negligence) or any other legal or equitable theory (even if the party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable).

Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Company and our respective past, present and future employees, officers, directors, contractors, affiliates, agents, representatives, predecessors, successors and assigns (the “Company Parties”), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses and costs of every kind and nature whatsoever (collectively, “Claims”), including damages to property or personal injury, that are caused by, arise out of or are related to the Company Services, including:

• Any use or misuse of the Service by you or any third party you authorize to access or use such Service;
• Any misrepresentations of our Service;
• Your violation of these Terms, and your violation of the rights of another;
• Any issues that might arise with your email provider;
• Any spam score issues or any deliverability issues on any account.

Dispute Process

These clauses contain many of your rights in case of a dispute. Please review these rights carefully. You are responsible for making frequent backup copies of your contacts and content. You are solely responsible for ensuring that your use of the Platform complies with applicable law and does not violate the rights of any third party.

• Contact us — you agree to contact us with your complaint prior to filing for any arbitration.
• File complaint — you and Company agree that any dispute must be commenced or filed by you or Company within one (1) year of the date the dispute arose, otherwise the underlying claim is permanently barred.

Governing Law and Jurisdiction (EU / Slovakia)

These Terms shall be governed by and construed in accordance with the laws of the Slovak Republic. Any disputes arising from or in connection with these Terms, including non-contractual disputes, shall be subject to the exclusive jurisdiction of the District Court Bratislava I, in accordance with EU Regulation No. 1215/2012 (Brussels Ia).

Data Protection and GDPR Compliance

The Company collects and processes personal data in compliance with the EU General Data Protection Regulation (GDPR), Slovak Act No. 18/2018 on Personal Data Protection, and other applicable data protection laws. The Services are not intended for, nor directed at, persons under sixteen (16) years of age. We do not knowingly collect personal data from individuals under 16. If we become aware that we have collected personal data from someone under 16, we will take steps to delete such information promptly.

Data Processing Agreement (DPA)

Where you process personal data through our Services (acting as a data controller while we act as your data processor), our Data Processing Agreement forms an integral part of these Terms. The DPA governs our processing of personal data on your behalf and includes appropriate technical and organizational measures to ensure GDPR compliance.

General

These Terms incorporate by reference any notices contained on the Software and constitute the entire agreement with respect to access to and use of the Service. If any provision of these Terms is deemed unlawful, void, or unenforceable by a court of competent jurisdiction, that provision shall be deemed severed from the remaining provisions and shall not affect their validity and enforceability. This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and assignees. No waiver of any provision shall be valid unless in writing signed by the parties.

Company reserves the right to change or modify these Terms at any time and in our sole discretion. If we make changes, we will provide notice of such changes, such as by sending an email notification, providing notice through the Software, or updating the “Last Updated” date at the top of these Terms. By continuing to access or use the Software or order, receive or use the Service, you confirm your acceptance of the revised Terms.

Notice and DMCA Procedures; Copyright Agent

We will respond to legitimate requests made pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”) and trademark law, and we retain the right to remove Content from the Platform that Company believes in good faith infringes on any third party’s intellectual property rights upon notice from the owner of such intellectual property, or their agent. If you believe any materials accessible on or from the Software infringe your copyright, you may request removal by contacting our copyright agent and providing identification of the work, identification of the infringing material and its location, your contact details, a good-faith statement, and a statement of accuracy under penalty of perjury.

Our agent for copyright issues relating to the Software and the Products is: CyberPanda s. r. o., Obchodna 2, 811 06 Bratislava, Slovak Republic, support@warmupinbox.com.