Terms of Service

Last updated: December 1st 2020

These Terms & Conditions (this “Terms”, “Conditions”, “Agreement”) is between Lead Labs, a Delaware Limited Liability Company (“Company”, “Us”, “We”, “Lead Labs”) 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 a 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.

1. All prices do not include all relevant local taxes.
2. 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.
3. To the extent permitted by applicable laws and regulations, no refunds will be offered (except in exceptional circumstances such as major service failures). There will be no refund of any payment made by you for a paid purchase.
4. We provide chat support only, there are no guarantees in response times.
5. 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:

1. Allow us to connect to your email account via IMAP, SMTP, or any other authentication method;
2. Allow us to send email on behalf of a user;
3. Allow us to use 3rd party tools and APIs;
4. Allow us to use 3rd party tools to financial information (Stripe);
5. Allow us to reply to emails as you;
6. Allow Warmup Inbox support to log into 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, e-mail 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.

We do not currently offer refunds. If user terminates their subscription to services, any unused time will displayed as credit within the platform.

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 either reverse engineers, causes viruses, corrupted data or other harmful, disruptive or destructive files or which otherwise causes harm; or
• Conduct that, in our sole judgment, is objectionable or that restricts or inhibits any other person from using or enjoying the Service, or that may expose Company or others to any harm or liability of any type.
• 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 but not limited to, computer viruses, Trojan horses, worms or other harmful, disruptive or destructive files or computer programs. 
• You may not use any process or program to monitor, copy, summarize or otherwise extract information from the Platform. 
• You may not access or use the Software or the Products in a way that uses technology or other means to access, index, re-render, frame, mirror, truncate, add to, inject, filter or link to the Software or the Products that is not authorized by us (including by removing, disabling, bypassing, or circumventing any content protection or access control mechanisms intended to prevent the unauthorized use, download, linking, framing, reproduction, access to, or distribution of the Software or the Products).
• You may not display, copy, reproduce, or distribute the Software, any component thereof, any documentation provided in connection with Software, the Products or the Software, or any content, including but not limited to newsletters distributed to you by us in connection with the Products.
• You may not use any deep-link, page-scrape, robot, crawl, index, spider, offline reader, click spam, macro programs, internet agent, or other automatic device, program, algorithm or methodology which does the same things, to use, access, copy, index, acquire information, generate impressions or clicks, input information, store information, search, generate searches, or monitor any portion of the Software or the Products for any unauthorized purpose.
• You may not use the Software or the Products in a way that, to be determined in our sole discretion, damages, disables, overburdens, impairs, or gains unauthorized access to the Software or the Products, including Company’s servers, computer network, or user accounts.
• You may not use the Software or the Products in a way that removes, modifies, disables, blocks, obscures or otherwise impairs any advertising in connection with the Software or the Products.
• You shall not repeatedly upload and remove unique email addresses, materially misrepresent the number of contacts you initially intend to include in your account upon signing up for the Products, 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.

 

Compliance with Laws

The Software and the Products shall only be used for lawful purposes and you shall use the Software and the Products only in compliance with this Agreement and all other applicable U.S., state, local and international laws in your jurisdiction. You may not use our Software or Products for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, or other laws that apply to commerce.

The Software and the Products shall only be used for lawful purposes and you shall use the Software and the Products only in compliance with this Agreement and all other applicable U.S., state, local and international laws in your jurisdiction. You may not use our Software or Products for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, or other laws that apply to commerce.

Limited License 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.

Company grants to Users a limited, revocable, non-exclusive, non-sublicensable license to access the Service and to view, copy, and print the portions of the Content available to Users. 

Such license is subject to these Terms of Use, and specifically conditioned upon the following:

• 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 of Use;
• 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.

Company may revoke this license at any time for any reason or no reason, and shall not be liable to any User for any purported interference with business or contractual relations, in tort or otherwise.

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. 

Nothing shall prevent either party from disclosing the terms or pricing under this Agreement or orders placed under this Agreement in any legal proceeding arising from or in connection with this Agreement or from disclosing the Confidential Information to a governmental entity as required by law.

Suspension & 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. We do not offer refunds. 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. 

Repairs and Maintenance 

Company in its discretion may update the service. You are required to accept all updates and service packs (collectively, “Patches”) necessary for the proper function and security of the Services, including for the Company Programs, as such Patches are generally released by Company as described in the Service Specifications. 

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.

Third Party Content

Any Third Party Content made accessible by Company in or through the Services Environment is provided on an “as-is” and “as available” basis without any warranty of any kind. Third Party Content may be indecent, offensive, inaccurate, infringing or otherwise objectionable or unlawful, and You acknowledge that Company is not responsible for and under no obligation to control, monitor or correct Third Party Content; however, Company reserves the right to take remedial action if any such content violates applicable restrictions under this Agreement, including the removal of, or disablement of access to, such content. 

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 may also contact you via telephone (including by automatic dialer or prerecorded message) or text you in order to provide you with your password or other information you request.

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 (defined below), (b) to inform you of violations of this Agreement or actions relating to your privilege to access and use the Software or the Products, (c) to inform you of any other matter related to the Software, the Products or this Agreement or (d) for marketing and other purposes. Nothing in this provision shall require or obligate us to send any notice if no notice is required or mandated elsewhere in this Agreement. 

You may unsubscribe from our marketing communications at any time, although you will continue to receive transactional messages from us. 

You do not need to agree to this provision in order to use the Software or purchase the Products and if you would like us not to contact you by telephone, please send an email to team@warmupinbox.com. 

Privacy Policy and Sensitive Information

We provide you with information regarding our use of contact data in our Customer Contact Privacy Policy located here, which may be modified by us from time to time.

You will not import or incorporate into any lists or other content you upload to our servers any of the following information: social security numbers, national insurance numbers, credit cards, passwords, security credentials, or sensitive personal or health information of any kind.  

Dispute Process

THESE CLAUSES CONTAIN MANY OF YOUR RIGHTS IN CASE OF A DISPUTE. PLEASE REVIEW THESE RIGHTS CAREFULLY. 

Assumption of Risk

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, including, without limitation, intellectual property rights. You remain solely responsible for Your regulatory compliance in connection with Your use of the Services. 

You assume all liability for any claims, suits or grievances filed against you, including, but not limited to, all damages related to your use of the Software and Services.

Process

1) Contact us - You agree to contact us with your complaint prior to filing for any arbitration. 

2) 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 (which means that you and Company will no longer have the right to assert such claim regarding the dispute). 

3) Arbitration - You and Company agree that (a) any arbitration will occur in the State of Delaware, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Software (“JAMS”), which are hereby incorporated by reference, and (c) that the state or federal courts of the State of Delaware and the United States, respectively, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.

California Civil Code Section 1789.3 Compliance

Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Company must be addressed to our agent for notice and sent via certified mail to that agent. For our agent’s most current contact information, please send a request to team@warmupinbox.com.

California websites users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Software of the California Department of Consumer Affairs.

Communications

You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Software, satisfy any legal requirement that such communication be in writing. 
You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by us or via the Software. 

Communications

You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Software, satisfy any legal requirement that such communication be in writing. 
You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by us or via the Software. 

Third Party Integration

In providing the Service, Various third party tools may be used to process payments like Stripe. Company is not responsible for and cannot be held liable for the performance of any third party services, the security of their service, or their collection or use of any of your information. You are solely responsible for any third-party fees associated with such third-party networks. In no event shall any reference to any third party or third party product or Third Party Service be construed as an approval or endorsement by us of that third party or of any product or service provided by such third party.

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, non-infringement, and those arising from Program of dealing or usage of trade. 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.

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, non-infringement, and those arising from Program of dealing or usage of trade. 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, but not limited to, loss of revenue, income or profits, loss of use or data, loss or diminution in value of assets or securities, or damages for business interruption) arising out of or in any way related to the access to or use of the services (including, but not limited to, user content, third party content and links to third party sites), or the order, receipt or use of any product, or otherwise related to these terms (including, but not limited to, any damages caused by or resulting from reliance on any information obtained from any Company party, or from events beyond the Company parties’ reasonable control, such as Software interruptions, deletions of files or emails, errors or omissions, defects, bugs, viruses, trojan horses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to the Company parties’ records, programs or systems), regardless of the form of action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive or imputed) 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 (individually and collectively, 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, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to the company services, and not limited to the following: 

a) Any use or misuse of the Service by you or any third party you authorize to access or use such Service;
b) Any Misrepresentations of our Service;
c) Any Legal actions against Third Parties and Users;
d) Your violation of these terms, and your violation of the rights of another; 
e) Any issues that might arise with your email provider;
f) Any spam score issues or any deliverability issues on any account.

You agree to promptly notify Company of any third party Claims, cooperate with the Company Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees and expenses, court costs, costs of settlement and costs of pursuing indemnification and insurance). 

You further agree that the Company Parties shall have control of the defense or settlement of any third party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company.

Restricted Persons; Export of the Software, the Products or Technical Data

The Software and the Products are subject to export control and economic sanctions laws and regulations administered or enforced by the United States Department of Commerce, Department of Treasury’s Office of Foreign Assets Control (“OFAC”), Department of State, and other United States authorities (collectively, “U.S. Trade Laws”). You may not use the Products to export or reexport, or permit the export or reexport, of software or technical data in violation of U.S. Trade Laws. 

By using the Software or Products, you represent and warrant that you are not (a) an individual, organization or entity organized or located in a country or territory that is the target of OFAC sanctions (including Cuba, Iran, Syria, North Korea, or the Crimea region of Ukraine); (b) designated as a Specially Designated National or Blocked Person by OFAC or otherwise owned, controlled, or acting on behalf of such a person; (c) otherwise a prohibited party under U.S. Trade Laws; or (d) engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license.

Entire Agreement

These Terms of Use incorporate by reference any notices contained on the Software, constitute the entire agreement with respect to access to and use of the Service. 

Severability 

If any provision of these Terms of Use is deemed unlawful, void, or unenforceable by a court of law exercising proper jurisdiction, that provision shall be deemed severed from the remaining provisions and shall not affect their validity and enforceability. 

Successors and Assignees 

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assignees. Neither party may assign this Agreement without the prior written consent of the other.

Headings

The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

No Waiver 

No waiver of any provision hereof shall be valid unless in writing signed by the parties. Any failure to enforce any right or remedy hereunder shall not operate as a waiver of the right to enforce such right or remedy in the future or of any other right or remedy.

Arbitration

You and Company agree to arbitrate Disputes through binding arbitration. You and Company agree to waive your and Company’s respective rights to have any and all Disputes arising from or related to these Terms, or Service (including, without limitation, Third Party Purchases), resolved in a court, and to waive your and Company’s respective rights to a jury trial. 

No Class Actions

You and Company agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. 

Governing Law and Venue – Delaware 

Any Dispute between the parties that is not subject to arbitration, shall be resolved in the state or federal courts of the State of Delaware and the United States, respectively, sitting in the State of Delaware. 

Changes

Company reserves the right to change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, 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 beginning of these Terms. By continuing to access or use the Software or order, receive or use Service, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference. We encourage you to review the Terms frequently to ensure that you understand the terms and conditions that apply when you access or use the Software or order, receive or use the Service. 

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Software thereafter. 

Minors

By accessing and using the Service, you represent, warrant, and affirm that you are at least 18 years of age, an emancipated minor, or have acquired a parent or guardian’s consent. The Service is not intended to be accessed or utilized by children less than 18 years of age. If your use of the Service is illegal or otherwise prohibited in the jurisdiction where you are located, you are prohibited from accessing and utilizing the Service. If you are accessing the Service on behalf of some other entity, you represent and warrant that you are authorized to do so.

Contact

Notice and DMCA Procedures; Copyright Agent.

We will respond to legitimate requests made pursuant to the Online Copyright Infringement Liability Limitation Act of 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. Additionally, the Company Service and Platform including all content thereon, is the exclusive property of Company, and is protected by patent, copyright, and trademark laws worldwide. We give no permission for the use any of our logos and/or Service and such use may constitute an infringement of our rights. 

If you believe any materials accessible on or from the Software or the Products infringe your copyright or other intellectual property, you may request removal of those materials (or access thereto) from the Software or the Products by contacting our copyright agent (identified below) and providing the following information:

1. Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location of an authorized version of the work.

2. Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.

3. Your name, address, telephone number and (if available) email address.

4. A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.

5. A statement that the information that you have supplied is accurate, and indicating that "under penalty of perjury," you are the copyright owner or are authorized to act on the copyright owner's behalf.

6. A signature or the electronic equivalent from the copyright holder or authorized representative.

Our agent for copyright issues relating to the Software and the Products is as follows:

LEAD LABS, LLC.
team@warmupinbox.com