Terms of Service

These Terms of Service ("Terms") form a binding legal agreement between you and Warmlo ("Warmlo," "we," "us," or "our") governing your access to and use of the Warmlo website, applications, and services (collectively, the "Service"). By creating an account, accessing, or using the Service, you agree to these Terms in full. If you do not agree, do not use the Service.

IMPORTANT: SECTION 14 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. READ IT CAREFULLY. IT AFFECTS HOW DISPUTES ARE RESOLVED.

1. Eligibility

You must be at least 18 years old (or the age of legal majority in your jurisdiction, if higher) and have full legal capacity to enter into binding contracts to use the Service. By using the Service, you represent and warrant that you meet these requirements. The Service is not directed at children under 13, and we do not knowingly collect data from anyone under 13.

2. The Service

Warmlo is an automated greeting card service that uses artificial intelligence to generate greeting card text and delivers it via email to recipients you designate. You provide recipient information (name, email address, event date, relationship, mood preferences); we generate, schedule, and deliver greeting cards on your behalf. The Service is provided on a subscription, freemium, or per-use basis as described on the Service.

3. Your Account

You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. You agree to provide accurate, current, and complete information during registration and to update it as needed. You may not share, transfer, or sell your account. We may suspend or terminate your account at any time, with or without cause, with or without notice.

4. Recipient Information & Consent

You represent and warrant that you have a legitimate, lawful, personal relationship with each recipient you add and that you have all necessary rights, authority, and (where applicable) consents to provide their personal information (including name and email address) to Warmlo for the purpose of sending them greeting cards. You are solely responsible for ensuring that sending a card to any recipient complies with all applicable laws including, without limitation, the CAN-SPAM Act (U.S.), CASL (Canada), GDPR (EU/EEA), UK GDPR, ePrivacy regulations, and any other anti-spam, marketing, or privacy laws applicable to the recipient.

Warmlo is not a marketing or bulk-mail service. Use of the Service to send unsolicited commercial messages, marketing material, mass communications, or messages to people with whom you do not have a personal relationship is strictly prohibited and may result in immediate termination and legal action.

5. AI-Generated Content Disclaimer

Greeting card text is generated using third-party large language models. AI-generated text may, despite our best efforts, be inaccurate, inappropriate, offensive, factually wrong, biased, awkwardly phrased, culturally insensitive, or otherwise unsuitable. You acknowledge and accept that:

• You are responsible for reviewing every greeting card before it sends.
• Warmlo provides preview and approval mechanisms specifically so that you can catch and correct unsuitable content before delivery.
• If you fail to review a card, or approve a card without reading it, you assume all responsibility for its content and any resulting harm.
• Warmlo makes no representation or warranty that AI-generated content will be appropriate, original, accurate, or free of errors.
• Warmlo is not liable for any damages, distress, embarrassment, offense, or harm of any kind arising from the content of any card sent through the Service.

6. Email Delivery

Email delivery is performed by third-party providers (currently Resend) and depends on factors outside Warmlo's control, including but not limited to recipient mail server configuration, spam filtering, recipient address validity, network conditions, deliverability reputation, and third-party outages. Warmlo does not guarantee that any card will be delivered, will be delivered on time, will be delivered to the recipient's inbox (rather than spam or junk folders), or will be delivered at all. Warmlo is not liable for missed, late, or undelivered cards.

7. Acceptable Use

You agree NOT to use the Service to:

• Violate any law, regulation, or third-party right;
• Send unsolicited commercial messages, spam, marketing, or bulk mail;
• Send content that is harassing, threatening, abusive, defamatory, hateful, obscene, sexually explicit, or otherwise harmful;
• Impersonate any person or misrepresent your relationship to a recipient;
• Send cards to anyone who has asked not to receive communications from you;
• Reverse engineer, decompile, scrape, or extract data from the Service;
• Circumvent rate limits, security measures, or access controls;
• Use the Service to compete with us or build a competing service;
• Submit content that infringes intellectual property or privacy rights;
• Use the Service for any commercial bulk-messaging purpose;
• Upload malicious code, viruses, or other harmful materials;
• Use automated means (bots, scripts) to interact with the Service;
• Resell, sublicense, or redistribute access to the Service.

8. Your Content

You retain ownership of any content you submit (custom messages, recipient information, etc.). You grant Warmlo a worldwide, non-exclusive, royalty-free, sublicensable license to use, store, reproduce, modify, transmit, and display your content solely for the purpose of operating, providing, and improving the Service. You represent and warrant that you have all rights necessary to grant this license.

9. Third-Party Services

The Service relies on third-party services including but not limited to Clerk (authentication), Supabase (database), OpenAI (AI text generation), Resend (email delivery), Vercel (hosting), and Stripe (payments, where applicable). By using the Service, you acknowledge that data is processed by these providers in accordance with their own terms and privacy policies. Warmlo is not responsible for the acts, omissions, or failures of third-party providers.

10. Fees and Payment

If the Service includes paid features, you agree to pay all applicable fees. Fees are non-refundable except where required by law. We may change pricing at any time; price changes for ongoing subscriptions take effect at the next billing cycle. Failure to pay may result in suspension or termination of your account. You authorize us and our payment processor to charge your payment method for all fees due.

11. Termination

You may stop using the Service and delete your account at any time. We may suspend, restrict, or terminate your access to the Service at any time, in our sole discretion, with or without cause, with or without notice, and without liability. Upon termination, all licenses granted to you cease, but Sections 5, 8, 12, 13, 14, 15, and any other provisions that by their nature should survive will continue to apply. We may retain your data after termination as required by law or for legitimate business purposes (fraud prevention, dispute resolution, etc.).

12. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WARMLO DISCLAIMS ALL WARRANTIES INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, AND TITLE. WARMLO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT DEFECTS WILL BE CORRECTED. WARMLO DOES NOT WARRANT THE QUALITY, ACCURACY, OR APPROPRIATENESS OF ANY AI-GENERATED CONTENT.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, WARMLO AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, EMOTIONAL DISTRESS, OR PERSONAL INJURY, ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF WARMLO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL WARMLO'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100) OR (B) THE AMOUNT YOU PAID TO WARMLO IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability for incidental or consequential damages. In such jurisdictions, the above limitations apply to the maximum extent permitted by law.

14. Dispute Resolution; Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO RESOLVE DISPUTES THROUGH BINDING ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL OR CLASS ACTION.

14.1 Informal Resolution

Before initiating any legal action, you agree to attempt to resolve disputes informally by contacting us in writing with a detailed description of the dispute. We will attempt in good faith to resolve the dispute within 60 days.

14.2 Binding Arbitration

If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved exclusively through binding individual arbitration administered by ADR Chambers under its Online Arbitration Rules, with one arbitrator. The arbitration shall take place in Toronto, Ontario, Canada (or another mutually agreed location, including by videoconference). Judgment on the award may be entered in any court of competent jurisdiction.

14.3 Class Action Waiver

YOU AND WARMLO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

14.4 Opt-Out

You may opt out of this arbitration agreement by sending written notice to legal@warmlo.com within 30 days of first accepting these Terms. Opting out does not affect any other provision of these Terms.

14.5 Limitation Period

Any claim or cause of action arising out of or related to the Service must be filed within ONE (1) YEAR after such claim or cause of action arose, or be forever barred.

15. Indemnification

You agree to indemnify, defend, and hold harmless Warmlo and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of or access to the Service; (b) your violation of these Terms; (c) your violation of any third-party right, including without limitation any intellectual property, privacy, or anti-spam right; (d) any content you submit; (e) any greeting card sent to a recipient through your account; or (f) any dispute between you and a recipient or any third party.

16. Governing Law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. Subject to the arbitration provision above, the courts of Ontario shall have exclusive jurisdiction over any claims not subject to arbitration, and you irrevocably consent to such jurisdiction.

17. Modifications

We may modify these Terms at any time. Material changes will be communicated via email or in-app notice and will require renewed acceptance before continued use of the Service. Continued use after the effective date of modified Terms constitutes acceptance.

18. Severability; Waiver; Assignment

If any provision is held invalid or unenforceable, the remaining provisions remain in full force. No waiver is effective unless in writing. You may not assign these Terms without our prior written consent. We may assign these Terms freely.

19. Entire Agreement

These Terms, together with the Privacy Policy, constitute the entire agreement between you and Warmlo regarding the Service and supersede all prior agreements and understandings.

20. Contact

Questions about these Terms? Contact us at legal@warmlo.com.