TERMS OF USE
Last Updated: March 16, 2026
Welcome to Warmer! Our Service (defined below) provides users the ability to strengthen their friendships and social health through personalized action plans (“Permitted Purpose”). Grounded in peer-reviewed research on relationship science, Warmer provides users with a behavioral profile of their unique friendship style (determined through an onboarding assessment), a personalized social fitness plan, and specific micro-actions tailored to their goals. The Service utilizes artificial intelligence to generate personalized suggestions, action items, and content. The information and advice provided on the Website (defined below) and Mobile App (defined below) are for informational purposes only and should not be considered a substitute for professional advice or clinical treatment.
These Terms of Use (these “Terms of Use” or “Terms”) are a legal contract between NewView LLC d/b/a Warmer (“we”, “us” or “Company”) and you and govern your use of the website, www.warmer.com (“Website”) and the Warmer Mobile Application (“Mobile App”), including without limitation all the text, data, information, software, graphics, photographs and other content (all of which we refer to as “Materials”) that we and our affiliates may make available to you, as well as any services we may provide through the Website and Mobile App platforms (hereinafter, together referred to as the “Services”). In order to access certain features and functions of the Services, you will be required to download the Mobile App from third party app stores. These Terms shall apply to your use of the Services.
PLEASE READ THESE TERMS CAREFULLY BEFORE BROWSING THE WEBSITE AND/OR DOWNLOADING THE MOBILE APP. YOU CANNOT USE THE SERVICES IF YOU DO NOT ACCEPT THESE TERMS.
BY USING THE SERVICES, YOU REPRESENT AND WARRANT THAT (A) YOU HAVE READ AND UNDERSTOOD AND ACCEPT THESE TERMS OF USE, AND (B) YOU HAVE THE RIGHT, AUTHORITY, AND LEGAL CAPACITY (INCLUDING BEING OVER THE AGE OF 18) TO ENTER INTO THESE TERMS OF USE AND TO USE THE SERVICES. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THESE TERMS OF USE OR IF YOU DO NOT HAVE THE LEGAL CAPACITY TO ENTER INTO THESE TERMS OF USE (I.E., IF YOU ARE NOT OF SUFFICIENT AGE IN YOUR JURISDICTION OF RESIDENCE AND MENTAL CAPACITY OR IF YOU ARE OTHERWISE NOT ENTITLED TO BE LEGALLY BOUND IN CONTRACT), YOU MAY NOT USE ANY OF THE SERVICES.
NOTE: THESE TERMS OF USE CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING A CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS OF USE AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH US. YOU MAY OPT OUT OF THE DISPUTE RESOLUTION, BINDING ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.
1. USER ACCOUNTS
YOU MUST BE AT LEAST 18 YEARS OF AGE TO USE THE SERVICES. By using the Services and by agreeing to these Terms, you represent and warrant that you are at least 18 years of age. If you are under the age of 18, please do not attempt to register with us to use the Services or provide any personal information about yourself to us. If we learn that we have collected personal information from someone under the age of 18, we will promptly delete that information. If you believe we have collected personal information from someone under the age of 18, please contact us at support@withwarmer.com.
The Services require the creation of a user account within the Mobile App or on our website (“User Account”). You are required to accurately complete and maintain the User Account and to provide us with all required information, which shall include, a working email address, first and last name, age range and life context. You agree that all information you submit to create a User Account and in utilizing any of the Services, including, but not limited to, your name and email address, shall be truthful, accurate, and complete, and you shall maintain accuracy and completeness of the information associated with your User Account for as long as you use it. To the extent necessary, you can log into your User Account and make changes directly. If you forget your password, we will happily send a password update to your provided email address. You may have only one (1) User Account at a time, and an account is not transferable between individuals. You are responsible for complying with these Terms when you access the Services, whether directly or through any account that you may setup through or on the Services.
Because it is your User Account, you are responsible for obtaining, maintaining and paying for all hardware, software and telecommunications and other services necessary for the use of the Services, including properly running compatible updated software, a suitable internet connection, an appropriate firewall and virus scanning software, and a properly maintained computer or smart device. You are responsible for maintaining the security of your User Account and you are fully responsible for all activities that occur under the User Account and any other actions taken in connection with it. We may monitor and review new accounts before you may sign in and use our Services. Providing false contact information of any kind may result in the termination of your User Account. It is also your responsibility to maintain the confidentiality of your password(s). You may not allow another individual or third-party to access, use, or modify your User Account. Should you believe your password or security for the Services has been breached in any way, you must immediately notify us at support@withwarmer.com. You are fully and solely responsible for any and all use of the Services using your User Account. We are not responsible or liable for any damage or loss related to any unauthorized access or use of your User Account. We may suspend, disable, or delete your User Account (or any part thereof) in our sole discretion if we determine that you have violated any provision of the Terms or that your conduct or content would tend to damage our reputation. If we delete your User Account for the foregoing reasons, you may not re-register for our Services. We may block your email address and Internet protocol address to prevent further registration. We reserve the right to take any and all action, as deemed necessary and reasonable, regarding the security of the Services.
2. BILLING AND PAYMENTS
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. If auto-renewal is enabled for the Service you have subscribed for, you will be charged automatically in accordance with the term you selected. We reserve the right to change our fee structure at any time, with notice provided to users. We also reserve the right to refuse any order you place with us. All payments for the Service are processed through the Apple App Store and are subject to Apple's terms and conditions. You represent and warrant that you are authorized to use the payment method associated with your Apple ID account. Unless otherwise required by applicable law, payments are nonrefundable.
The Service is offered on a monthly subscription basis at the price in effect at the time of purchase. At launch, the Service will be provided at no cost. Company reserves the right to introduce paid subscription pricing at any time upon thirty (30) days’ prior written notice to users. If you do not wish to subscribe to the paid Service, you may terminate your account at any time during the notice period; your continued use of the Service after the notice period constitutes acceptance of the applicable subscription terms and pricing. If Company introduces paid subscriptions, Company may provide new users with a fourteen (14) day free trial period. Users who were actively using the Service during the free period will be eligible for the fourteen (14) day free trial period upon introduction of paid subscriptions. At the end of the free trial, you will automatically be subscribed to the Service and your subscription will renew on a monthly basis, and you will be charged the then-current subscription fee unless you cancel prior to the end of the trial or the renewal date, as applicable. For subscriptions purchased through the Apple App Store, you must cancel your subscription through your Apple ID account settings in accordance with Apple's cancellation procedures. Cancellation requests submitted through other means may not be processed.
All fees are in U.S. Dollars, except as stated otherwise in writing by Company. All fees are exclusive of all applicable taxes (including value added tax, sales tax, goods and services tax, etc.), and you shall be responsible for payment of all applicable taxes. We recommend that you verify the existence and amount of any additional fees you may be charged by third parties in connection with any transaction (such as fees due to banks or credit card companies). Company is not responsible for any such additional fees or costs.
3. CHANGES/APP UPDATES.
We may alter the Services we offer you and/or choose to modify, suspend or discontinue the Website or Mobile App at any time and without notifying you. We may also change, update, add or remove provisions (collectively, “modifications”) of these Terms of Use from time to time. Because everyone benefits from clarity, we promise to inform you of any modifications to these Terms of Use by posting them on the Website and Mobile App. If you object to any such modifications, your sole recourse shall be to cease using the Services. Continued use of the Services following notice of any such modifications indicates you acknowledge and agree to be bound by the modifications.
Company shall not be obliged to support obsolete versions of the Mobile App or to update or provide versions of the Mobile App for use on any particular mobile device or operating system. Additionally, the Mobile App may be updated and/or upgraded and may not work on older mobile devices and/or operating systems. The Mobile App may not work, in whole or in part, on mobile devices other than those for which the Mobile App has been approved for and correctly downloaded according to the instructions provided by Company, and by notifying you via email to the address associated with your User Account at least fourteen (14) days prior to the effective date of any material modifications.
4. ELECTRONIC COMMUNICATIONS
By using the Services, you consent to receiving electronic communications from us, and by providing us with your mobile number, you consent to receive SMS text messages about the Services. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to these Terms and the Services. These electronic communications are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing. You understand that SMS text messages and unencrypted emails are not secure and run the risk of being intercepted by unauthorized parties.
By providing us with your telephone number you affirmatively consent to receive certain recurring Company notifications or information via push notification or SMS text message or calls (including prerecorded calls), in order to perform and improve upon the Services, and to provide you with information and reminders regarding the Services, including your registration, changes, and updates. You may incur additional charges from your wireless provider for these communications, and you are solely responsible for any such charges. These calls, notifications or text messages may contain information about the Services and other information you have provided to Company. You can opt-out of receiving such calls, notifications for text messages by contacting customer service at support@withwarmer.com, replying STOP to any such message, and for push notifications, through your device settings. Company and wireless carriers are not responsible for any undelivered messages. Company will not assess any charges for calls or texts, but standard message charges or other charges from your wireless carrier may apply. You understand that we may send you a text confirming any opt-out made by you. You acknowledge that opting out of text messages may impact your ability to use certain features of the Services. However, note that access to the Services is not conditioned upon your consent to receive marketing or promotional text messages from Company.
5. THIRD PARTY APP STORES
We may provide the Mobile App for your use on your smart devices in connection with your use of the Services. Standard carrier data charges may apply to your use of the Mobile App. The following additional terms and conditions apply with respect to any version of the Mobile App that we provide to you designed for use on an Apple iOS-powered Mobile Device (an “iOS App”):
• You acknowledge that these Terms of Use are between you and us only, and not with Apple, Inc. (“Apple”).
• Your use of our iOS App must comply with Apple’s then-current and applicable App Store or iOS App terms of use, terms of service, or other applicable agreements or terms and conditions.
• We, and not Apple, are solely responsible for our iOS App and the services and content available thereon. You acknowledge that Apple has no obligation to provide maintenance and support services with respect to our iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to our iOS App.
• You agree that we, and not Apple, are responsible for addressing any claims by you or any third party relating to our iOS App or your possession and/or use of our iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by these Terms of Use and any law applicable to us as provider of the iOS App.
• You agree that we, and not Apple, shall be responsible, to the extent required by these Terms of Use, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to our iOS App or your possession and use of our iOS App.
• You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
• You agree to comply with all applicable third-party terms of agreement when using our iOS App (e.g., you must not be in violation of your wireless data service terms of agreement when using the iOS App).
• The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to these Terms of Use as they relate to your license of our iOS App. Upon your acceptance of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as they relate to your license of the iOS App as a third-party beneficiary thereof.
The Mobile App runs on specific versions of third-party operating systems and browser software for your smart device (“Services Software”). When the third-party provider issues an update to Services Software, we will require additional time to provide a compatible update to the Mobile App. If you update Services Software prior to our making available an appropriate update to the Mobile App, you may no longer be able to use the Mobile App you have been using, or the Mobile App may not properly function. Before you update Services Software, you should first check the applicable location where you originally downloaded the Mobile App to determine if an update to the Mobile App is needed. You acknowledge that we may from time-to-time issue upgraded versions of the Mobile App, and may automatically electronically upgrade the version of the Mobile App that you are using on your Mobile Device. You agree and acknowledge that these Terms of Use will apply to all such updates and upgrades.
6. THIRD PARTY TERMS
For convenience, we may sometimes provide links on the Services to third-party websites. If you use these links, you will leave the Services. We are not obligated to review any third-party websites that you link to from the Services, we do not control any of the third-party websites, and we are not responsible for any of the third-party websites (or the products, services, or content available through any of them). We do not endorse or make any representations about such third-party websites, any information, software, products, services, or materials found there or any results that may be obtained from using them. If you decide to access any of the third-party websites linked to from the Services, you do this entirely at your own risk. The privacy policies and terms and conditions for those third-party websites will apply to your access and use of those third-party websites.
7. DISCLAIMER OF WARRANTIES.
EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, THE WEBSITE, MOBILE APP, AND SERVICES, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT, ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, TITLE, OR NON-INFRINGEMENT, WITH RESPECT TO ALL USES. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL SUCH REPRESENTATIONS AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH HEREIN: (1) COMPANY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, FOR ANY OF THE SERVICES; (2) COMPANY DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION POSTED ON THE WEBSITE, MOBILE APP OR SERVICES IS ACCURATE, COMPLETE, OR CURRENT OR THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTION, WITHOUT ERROR OR WITHOUT DEFECTS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; AND (3) THE FOREGOING DISCLAIMER OF WARRANTY IS ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW.
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE WEBSITE, MOBILE APP, SERVICES, AND LINKED WEBSITES. COMPANY DOES NOT ACCEPT ANY LIABILITY FOR THE CONSEQUENCES ARISING FROM THE APPLICATION, USE, OR MISUSE OF ANY SERVICES CONTAINED ON OR MADE AVAILABLE THROUGH THE WEBSITE, MOBILE APP OR LINKED WEBSITES, INCLUDING ANY INJURY OR DAMAGE TO ANY PERSON OR PROPERTY AS A MATTER OF NEGLIGENCE, OR OTHERWISE.
YOU ACKNOWLEDGE THAT COMPANY IS NOT A HEALTH CARE PROFESSIONAL, DOES NOT EMPLOY OR CONTRACT WITH HEALTH CARE PROFESSIONALS FOR THE PROVISION OF LICENSED MEDICAL SERVICES, AND DOES NOT OFFER ANY LICENSED PROFESSIONAL HEALTH CARE SERVICES OR ADVICE. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR CONSULTING WITH HEALTH CARE PROFESSIONALS REGARDING ANY QUESTIONS YOU MAY HAVE AS A RESULT OF YOUR USE OF THE SERVICES, INCLUDING IN ORDER TO OBTAIN PROPER TREATMENT FOR HEALTH OR MEDICAL CONDITIONS.
DO NOT DELAY IN SEEKING MEDICAL DIAGNOSIS OR ADVICE BECAUSE OF ANY INFORMATION MADE AVAILABLE TO YOU FROM THE USE OF SERVICES.
8. PERSONAL DATA.
Your privacy is important to us. All communications sent over an Internet connection are inherently vulnerable to hacking, theft, unauthorized access and/or disclosure, misdirection, loss of data, or corruption of data. By accepting these Terms of Use, you acknowledge and agree that Company is not responsible for the security and privacy of communications services or devices that you use to receive and send your Personal Data (as defined below). You further understand and agree that Company will not be responsible in any way for any loss, injury, or claims of any kind resulting from your failure to read or respond to communications from Company. Please review our Privacy Policy, which explains how we collect, use, and disclose such information. The Privacy Policy is hereby incorporated into these Terms of Use by reference and constitutes part of these Terms. We may share your personal data with our affiliates for purposes consistent with these Terms and our Privacy Policy.
You grant to Company a non-exclusive, worldwide, royalty-free, transferable, irrevocable, sublicensable (through multiple tiers), perpetual, fully paid up right and license to use, reproduce, modify and otherwise exploit the data and content, including photographs and images (whether depicting you or third parties) that you provide to us for the following purposes: (1) to provide the Services to you and to operate the Services; and (2) to maintain, support, enhance and improve the Services and other Company products and services, including product development, (3) to generate, analyze and extract metrics, patterns, trends, metadata, benchmarking, system, or usage data based on your use of the Services, and (4) for any other lawful purpose (collectively, “Usage Data”), provided that such Usage Data does not identify you. Company may also generate, analyze and extract metrics, patterns, trends, metadata, benchmarking, system, or usage data based on your use of the Services ("Usage Data"), provided that such Usage Data is de-identified and aggregated and does not directly or indirectly identify you. By uploading images of third parties, you represent and warrant that you have obtained all necessary consents from such third parties to grant the foregoing license. For the avoidance of doubt, as between Company and you, Company will own all rights, title and interest in and to Usage Data, and Company may use such Usage Data to the extent and in the manner required by applicable law or regulation and for purposes of data gathering, analysis, service enhancement and marketing.
Certain features of the Service may allow you to share your data, including profile information and progress data, with other users of the Service. You acknowledge and agree that any data you choose to share with other users will be visible to those users and may be used by them in accordance with their own purposes. Company is not responsible for the actions of other users with respect to data you choose to share.
9. INTELLECTUAL PROPERTY RIGHTS; FEEDBACK.
Warmer is a trademark of Company in the United States. Trademarks, service marks, trade dress, logos, names, and other symbols identifying Company, or the Services, and the goodwill relating thereto, are owned exclusively by Company and its licensors. Company and/or its licensors own all right, title and interest in and to the Services, Website, Mobile App, Materials, Usage Data and the information, artwork and other content available through the Services; the processes, methodologies, documents and other materials we use to provide the Services or that we provide to you in connection with your use of Services; and all patent, copyright, trademark, trade secret, and other rights of any nature arising from or relating in any way to the Services. All rights not expressly granted herein are reserved. You may not remove or alter any notice provided by Company on or in connection with the Services. Any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or licensee.
Any comments, questions, suggestions, materials, survey responses, reviews or feedback (collectively, “Feedback”) that you provide to us through any communication whatsoever (e.g., call, fax, email, video, chat, or comments) is entirely voluntary and will be treated as both non-confidential and non-proprietary without any compensation or other obligation to you. Except as prohibited by applicable law, you hereby assign all right, title, and interest in, and we are free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. Where the foregoing assignment is prohibited by law, you hereby grant us an exclusive, transferable, worldwide, royalty-free, fully paid-up license (including the right to sublicense) to use and exploit all Feedback as we may determine in our sole discretion. Notwithstanding the foregoing, you understand and agree that we are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
10. RESTRICTIONS AND PROHIBITED USES.
We authorize your use of the Services only for the Permitted Purpose. Any other use of the Services beyond the Permitted Purpose is prohibited and, therefore, constitutes unauthorized use of the Services.
You understand that you may lose your right to use the Services if you do not abide by these Terms. In addition to other prohibitions in these Terms, certain conduct is prohibited through the Services. Unauthorized use of the Services may result in violation of various United States and international copyright laws. Unless you have written permission from us stating otherwise, you are not authorized to use the Services in any of the following ways (these are examples only and the list below is not a complete list of everything that you are not permitted to do):
• For any public or commercial purpose which includes use of the Services on another site or through a networked computer environment;
• In a manner that modifies, publicly displays, publicly performs, reproduces or distributes any of the Services;
• In a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law;
• To stalk, harass, or harm another individual;
• To impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
• To provide any fake or inaccurate information;
• To interfere with or disrupt the Services or servers or networks connected to the Services;
• To transmit or otherwise make available in connection with the Services any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
• To use the Services for any purpose outside of the Permitted Purpose;
• To use any data mining, robots, or similar data gathering or extraction methods in connection with the Services;
• Attempt to gain unauthorized access to any portion of the Services or any other accounts, computer systems, or networks connected to the Services, whether through hacking, password mining, or any other means;
• To create more than one User Account or forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Services;
• To allow any unauthorized person to access your User Account or to receive the Services;
• To access or use the Services in any unlawful way or for any unlawful purpose; or
• To attempt to indirectly undertake any of the foregoing or encourage or enable any other individuals to do or attempt to do any of the foregoing.
You understand and agree that your User Account may be terminated for any of the above infractions.
11. DISPUTE RESOLUTION; BINDING ARBITRATION; CLASS ACTION WAIVER.
Please Read This Provision Carefully. It Affects Your Legal Rights.
This Dispute Resolution; Binding Arbitration; Class Action Waiver provision (this “Provision”) facilitates the prompt and efficient resolution of any dispute (e.g., claim or controversy), whether based in contract, statute, regulation, ordinance, tort – including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence – or any other legal or equitable theory, and includes the validity, enforceability or scope of this Provision (with the exception of the enforceability of the Class Action Waiver clause below) that may arise between you and us, including, without limitation, any dispute arising under these Terms of Use; your use of the Services; or to any purchase, transaction, or other interaction with Company facilitated through the Services (including, without limitation, claims relating to Company’s advertisements, pricing, and disclosures; email, SMS or other messages sent by Company; or Company’s collection, processing or retention of your information). For the avoidance of doubt, “dispute” will be given the broadest meaning enforceable by law and includes any claims against other parties relating to services or products provided or billed to you (such as our licensors, suppliers, dealers or third-party vendors) whenever you also assert claims against us in the same proceeding.
This Provision provides that all disputes between you and us shall be resolved by binding arbitration because acceptance of these Terms of Use constitutes a waiver of your right to litigate claims and all opportunity to be heard by a judge or jury. To be clear, there is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow these Terms of Use and can award the same damages and relief as a court (including attorney’s fees). You may, however, opt-out of this Provision which means you would have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). EVERYONE AGREES THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.
Pre-Arbitration Claim Resolution
For all disputes, whether pursued in court or arbitration, you must first give us an opportunity to resolve the dispute which is first done by emailing the following information to us at support@withwarmer.com: (1) your name, (2) your address, (3) a written description of your claim, and (4) a description of the specific relief you seek. If we do not resolve the dispute within 45 days after receiving your notification, then you may pursue your dispute in arbitration. You may pursue your dispute in a court only under the circumstances described below.
Exclusions from Arbitration/Right to Opt-Out
Notwithstanding the above, you or we may choose to pursue a dispute in court and not by arbitration if: (a) The dispute qualifies for initiation in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THESE TERMS (the “Opt-Out Deadline”). You may opt-out of this Provision by emailing the following information to us at support@withwarmer.com: (1) your name; (2) your address; (3) a clear statement that you do not wish to resolve disputes with us through arbitration. Either way, we will not take any decision you make personally. In fact, we promise that your decision to opt-out of this Provision will have no adverse effect on your relationship with us. But we do have to enforce the Opt-Out Deadline so keep in mind that any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your dispute in arbitration or small claims court.
Arbitration Procedures
If this Provision applies and the dispute is not resolved as provided above (Pre-Arbitration Claim Resolution), either you or we may initiate arbitration proceedings. The American Arbitration Association (“AAA”), www.adr.org, or JAMS, www.jamsadr.com, will arbitrate all disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration only and shall in no event be commenced as a class arbitration or a consolidated or representative action or arbitration. All issues shall be for the arbitrator to decide, including the scope of this Provision.
For arbitration before AAA, for disputes of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply. For disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. In either instance, the AAA’s Optional Rules for Emergency Measures of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols for Domestic, Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. This Provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action or representative procedures or rules apply to the arbitration.
Because these Terms of Use and the Services concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.
Arbitration Award – The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party or if required by applicable law. Such award will be final and binding on the parties, except for any right of appeal provided by the FAA or other applicable law, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.
Location of Arbitration – you or we may initiate arbitration in either Illinois or the federal judicial district that includes your billing address.
Payment of Arbitration Fees and Costs – So long as you place a request in writing prior to commencement of the arbitration, we will pay all arbitration filing fees and AAA or JAMS hearing fees and any arbitrator’s hearing fees, costs and expenses upon your written request to the arbitrator given at or before the first evidentiary hearing in the arbitration. But you will still be responsible for all additional fees and costs that you incur in the arbitration which include but are not limited to attorneys’ fees or expert witnesses. In addition to any fees and costs recoverable under applicable law, if you provide notice and negotiate in good faith with us as provided in the section above titled “Pre-Arbitration Claim Resolution” and the arbitrator concludes that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorney’s fees and costs as determined by the arbitrator.
Class Action Waiver
Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action, representative action, or private attorney general action) unless both you and we specifically agree to do so in writing following initiation of the arbitration. If you choose to pursue your dispute in court by opting out of this Provision, as specified above, this Class Action Waiver clause will not apply to you. Neither you, nor any other purchaser or user of the Services or the Company Store can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.
No Judge or Jury in Arbitration
Arbitration does not involve a judge or jury. You understand and agree that by entering into these Terms of Use you and we are each giving up the right to a jury trial or a trial before a judge in a public court. In the absence of this Provision, you and we might otherwise have had a right or opportunity to bring disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided below, those rights are waived. Other rights that you would have if you went to court (e.g., the rights to both appeal and certain types of discovery) may be more limited or may also be waived.
Severability
If any clause within this Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision, and the remainder of this Provision will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Provision will be unenforceable and the dispute will be decided by a court.
Continuation
This Provision shall survive the termination of your account with us or our affiliates and your discontinued use of Services. Notwithstanding any provision in these Terms of Use to the contrary, we agree that if we make any change to this Provision (other than a change to our address for providing notice under this Provision), you may reject any such change and require us to adhere to the present language in this Provision if a dispute between us arises.
12. INDEMNIFICATION.
To the fullest extent permissible by applicable law, you agree to indemnify, defend and hold harmless Company, its affiliates, officers, directors, employees, agents, licensors and suppliers from and against all claims, losses, liabilities, expenses, damages and costs, including attorneys’ fees, arising from or relating to your use of the Services, any violation by you of these Terms of Use or the Privacy Policy, or any law, or the infringement, violation or misappropriation by you of any rights, including intellectual property rights, of any third party, your interaction with other users of the Services, including but not limited to any disputes, agreements, or transactions entered into between you and other users, and your violation of any rights of another person or entity. You agree to cooperate as reasonably required by the Company in the defense of any claim. Company reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of the Company.
13. LIMITATION OF LIABILITY.
THESE TERMS OF USE SET OUT THE FULL EXTENT OF OUR AGREEMENT AND UNDERSTANDING IN RESPECT TO ANY CLAIM ARISING FROM OR RELATED TO YOUR ACCESS OR USE OF THE WEBSITE, MOBILE APP, AND SERVICES. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, COMPANY’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THE SERVICES OR THESE TERMS OF USE, WHETHER IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE, SHALL BE LIMITED TO FIVE HUNDRED DOLLARS ($500). TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE COMPANY WILL NOT BE LIABLE FOR ANY LOST PROFITS OR LOST DATA OR ANY DIRECT, SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES THAT RESULT FROM YOUR ACCESS OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, ANY SERVICES; OR FOR THE CONDUCT OF COMPANY USERS OR CONSUMERS (WHETHER ONLINE OR OFFLINE); OR FOR ANY USER CONTENT OR ANY OTHER ACTIVITY IN CONNECTION WITH YOUR USE OF THE WEBSITE, MOBILE APP, OR SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE AND ACCESS TO ALL OF THE SERVICES. YOUR ONLY REMEDY AGAINST COMPANY IN CONNECTION WITH ANY ALLEGED DAMAGES ARISING FROM YOUR USE OR ACCESS TO WEBSITE, MOBILE APP, OR ANY OF THE SERVICES OR MATERIALS IS TO STOP USING OR ACCESSING THE SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. TO THE EXTENT THAT WE MAY NOT DISCLAIM ANY IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW. IF ANY PART OF THIS LIMITATION OF LIABILITY IS DETERMINED TO BE UNENFORCEABLE OR INVALID FOR ANY REASON, YOU AGREE THAT COMPANY’S LIABILITY TO YOU FOR ANY DAMAGE OR LOSS SHALL BE LIMITED TO THE FULLEST EXTENT ENFORCEABLE BY APPLICABLE LAW.
14. NOTICES AND QUESTIONS.
All legal notices to us must be sent to: 698 Vernon Ave, Glencoe, IL 60022. For all technical support or general inquiries, please contact us at support@withwarmer.com. You acknowledge that customer service personnel cannot change or waive these Terms of Use or any applicable Additional Terms.
15. DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) POLICY
Company respects intellectual property and other rights. As set forth in the following paragraphs, the Company has a policy of responding to notices of alleged copyright and trademark infringement that comply with applicable laws, including the Digital Millennium Copyright Act (“DMCA”) in the United States, and terminating accounts of repeat infringers in appropriate circumstances. To report a problem involving copyright or trademark infringement and the Services, please contact the Company’s Designated Agent at the information provided below. Company may, in its sole discretion, limit, suspend, or terminate your access or account, delay or remove your information and content, and take technical and legal steps to keep users from using the Services, if the Company thinks that you are creating problems or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of our policies (for example, and without limitation, circumventing temporary or permanent suspensions or harassing others).
If you or any individual believes its copyright has been infringed, You or such third party should submit notice to: Designated Agent at 698 Vernon Ave, Glencoe, IL 60022. Such notice shall include sufficient specificity as to any alleged infringement. If a notice of copyright infringement has been filed against material posted by a customer or user of the Company Services, such person may make a counter-notification with our Designated Agent listed above, provided that such counter-notification must be in writing and include sufficient specificity. If the Company receives a valid counter-notification, the Company may reinstate the removed or disabled material in accordance with the DMCA.
16. CALIFORNIA NOTICES.
The legal name under which Company conducts business is NewView LLC, d/b/a Warmer, and Company’s business address is 698 Vernon Ave, Glencoe, IL 60022. Upon Company’s receipt of your request, California residents may receive verification of this information by submitting an inquiry to 698 Vernon Ave, Glencoe, IL 60022.
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: The Services are provided by NewView LLC d/b/a Warmer, 698 Vernon Ave, Glencoe, IL 60022. If you have a question or complaint regarding the Services, please contact us by email at support@withwarmer.com. You may also contact us by writing to us at NewView LLC, d/b/a Warmer, 698 Vernon Ave, Glencoe, IL 60022. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.
17. EQUITABLE RELIEF
Any violation of a party’s intellectual property rights will cause such party irreparable harm for which monetary damages are an inadequate remedy, and such party shall be entitled to seek temporary, preliminary, and permanent injunctive relief and specific performance without the requirement of posting of a bond or other security, or if required, the minimum bond or security required.
18. INTEGRATION.
You and Company agree that these Terms of Use are the complete and exclusive statement of the mutual understanding between you and Company regarding the subject matter herein, and that they supersede and cancel all previous written and oral agreements, communications, and other understandings relating to the subject matter of these Terms of Use.
19. RIGHT TO ASSIGN.
Company may assign its rights and duties under these Terms of Use to any party at any time without notice to you, unless notice is required by applicable law, but this will not affect your rights or our obligations under these Terms of Use. You may only transfer your rights or your obligations under these Terms of Use to another person with our prior written consent.
20. NO WAIVER.
Company’s failure to insist upon or enforce strict performance of these Terms of Use is not a waiver of any of these Terms of Use or Company’s rights. If we do elect to waive a default by you, we will only do so in writing, and doing so shall not mean that we intend to or will automatically waive any later default(s) by you.
21. APPLICABLE LAW.
These Terms of Use shall be governed by and construed in accordance with the FAA, the substantive laws of the State of Illinois, United States of America, and applicable U.S. federal law, without regard to any choice or conflicts of law provisions and regardless of your location. Except for disputes subject to arbitration as described above, any disputes relating to these Terms of Use will be heard in the courts located in Cook County, Illinois.
22. SEVERABILITY.
If any court or relevant authority shall deem any provision of these Terms of Use to be invalid, unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions and the remainder of these Terms of Use shall continue to be fully enforceable.