Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and 1001545177 Ontario Inc., operating as EasyWarmup ("EasyWarmup," "we," "us," or "our"), governing your access to and use of this website and all associated services, software, and platforms (collectively, the "Services").

By creating an account, submitting a purchase order, signing a Statement of Work, or otherwise accessing or using our Services, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you are entering into these Terms on behalf of a business or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not use the Services.

EasyWarmup provides the following categories of services, each of which is subject to these Terms and any applicable supplemental agreements:

EasyWarmup reserves the right to modify, suspend, or discontinue any feature or service with reasonable prior notice where commercially practicable.

The Services are intended for use by businesses and professionals. By using our Services, you represent and warrant that:

• You are at least 18 years of age and have the legal capacity to enter into a binding contract;
• You are using the Services for legitimate commercial or business purposes;
• Your use of the Services complies with all applicable local, provincial, federal, and international laws and regulations, including but not limited to Canada's Anti-Spam Legislation (CASL), the United States CAN-SPAM Act, GDPR (where applicable), and any laws governing commercial electronic messages in your jurisdiction;
• You will not use the Services to send unsolicited commercial electronic messages or engage in any deceptive, fraudulent, or abusive emailing practices.
• EasyWarmup reserves the right to refuse service to any individual or organization at its sole discretion.

To access certain Services, you must register for an account by providing accurate, current, and complete information. You agree to maintain and promptly update your account information to keep it accurate.

You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify EasyWarmup immediately through our contact page if you suspect any unauthorized use of your account or any other security breach.

EasyWarmup will not be liable for any loss or damage arising from your failure to comply with these obligations. You may not share your account credentials, transfer your account, or allow third parties to access the Services using your account without prior written consent from EasyWarmup.

Fees for the Services are as set out in your subscription plan, executed SOW, or order confirmation. All fees are in Canadian dollars unless otherwise specified in writing. EasyWarmup reserves the right to change pricing with 30 days' prior notice for subscription services.

You agree to use the Services only for lawful purposes and in accordance with these Terms. You must not use the Services to:

• Send spam, phishing emails, or any unsolicited commercial messages in violation of applicable anti-spam laws;
• Engage in email list bombing, mailbox abuse, or any activity that artificially inflates deliverability metrics in a deceptive manner;
• Distribute malware, viruses, ransomware, or any malicious code;
• Impersonate any person or entity or misrepresent your affiliation with any person or entity;
• Engage in fraudulent activities, money laundering, or any illegal scheme;
• Violate the acceptable use policies of any email service provider, internet service provider, or third-party platform used in connection with the Services;
• Probe, scan, or test the vulnerability of EasyWarmup's systems or networks without authorization;
• Circumvent, disable, or otherwise interfere with security-related features of the Services;
• Reverse engineer, decompile, or otherwise attempt to extract the source code of any part of the Services;
• Resell or sublicense access to the Services or API without prior written consent from EasyWarmup.

EasyWarmup reserves the right to investigate suspected violations and to suspend or terminate Services, without refund, where a violation is confirmed or reasonably suspected. EasyWarmup may cooperate with law enforcement authorities in connection with any investigation of unlawful activities.

If you access EasyWarmup's Services via API, the following additional terms apply:

All rights, title, and interest in and to the Services, including all software, algorithms, user interfaces, documentation, content, trademarks, and trade secrets embodied therein, are and will remain the exclusive property of 1001545177 Ontario Inc. and its licensors. Nothing in these Terms grants you any ownership interest in the Services.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business purposes as permitted under your applicable plan and these Terms.

Each party acknowledges that it may receive confidential information from the other party in connection with the Services ("Confidential Information"). Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose such information to any third party without prior written consent; and (c) use such information only for the purpose of performing its obligations or exercising its rights under these Terms.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was independently developed by the receiving party without reference to the disclosing party's information; or (iii) was received from a third party without restriction.

Confidentiality obligations survive termination of these Terms for a period of three (3) years, except with respect to trade secrets which shall be protected indefinitely.

EasyWarmup collects and processes personal information in connection with the Services in accordance with our Privacy Policy, available on this website. By using the Services, you consent to such collection and processing.

You are responsible for ensuring that any personal data you submit to the Services or that is processed through the Services has been collected and shared with EasyWarmup in compliance with all applicable privacy laws, including PIPEDA (Canada), CASL, GDPR (where applicable), and any other relevant data protection legislation.

Where EasyWarmup processes personal data on your behalf as a data processor, the parties will execute a Data Processing Agreement ("DPA") as required by applicable law. Please contact us through our contact page to request a DPA.

EasyWarmup implements commercially reasonable administrative, technical, and physical safeguards designed to protect Client Data against unauthorized access, disclosure, or destruction.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EASYWARMUP EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

EasyWarmup does not warrant that the Services will be uninterrupted, error-free, or free from harmful components, or that defects will be corrected. Email deliverability is affected by a wide range of factors outside of EasyWarmup's control, including but not limited to ESP policies, recipient behavior, domain reputation, and blacklisting decisions by third parties. EasyWarmup does not guarantee specific deliverability outcomes, inbox placement rates, or campaign performance results.

Any guidance, recommendations, or strategies provided through consulting or managed services represent EasyWarmup's professional opinion based on available information at the time of delivery and do not constitute a guarantee of outcomes.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EASYWARMUP, ITS DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES — INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL — ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, EVEN IF EASYWARMUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EASYWARMUP'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO EASYWARMUP IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) CAD $500.

The limitations above reflect a reasonable allocation of risk between the parties and form an essential basis of the agreement between the parties. Some jurisdictions do not allow limitation of certain damages, so some of the above limitations may not apply to you.

You agree to defend, indemnify, and hold harmless EasyWarmup and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with:

• Your access to or use of the Services;
• Your violation of these Terms;
• Your violation of any third-party right, including intellectual property, privacy, or proprietary rights;
• Any content or data you submit, transmit, or process through the Services;
• Your violation of any applicable law or regulation, including any anti-spam legislation.

EasyWarmup reserves the right to assume exclusive control of the defense of any matter subject to indemnification by you. You agree to cooperate with EasyWarmup's defense of such claims. You will not settle any such claim without EasyWarmup's prior written consent.

Either party may terminate subscription Services at any time by providing written notice as set out in your plan terms. EasyWarmup may terminate or suspend your access to the Services immediately, without prior notice or liability, if:

• You breach any provision of these Terms and fail to remedy such breach within 7 days of written notice;
• You use the Services in a manner that violates applicable law or poses a risk to EasyWarmup's infrastructure, reputation, or other clients;
• You become insolvent, make an assignment for the benefit of creditors, or are subject to insolvency proceedings;
• EasyWarmup is required to do so by law or a governmental authority.

Upon termination, your right to access and use the Services will immediately cease. EasyWarmup will retain Client Data for a period of 30 days following termination, after which it may be deleted. You may request an export of your Client Data within this period. Provisions that by their nature should survive termination will do so, including Sections 8, 9, 11, 12, 13, and 15.

These Terms and any disputes arising out of or in connection with the Services or these Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of law provisions.

The parties agree that any legal proceedings arising out of or relating to these Terms shall be conducted exclusively in the courts of the Province of Ontario, and each party irrevocably submits to the personal jurisdiction of such courts for this purpose.

Before initiating any formal legal proceeding, the parties agree to first attempt to resolve any dispute in good faith through direct negotiation. If a dispute is not resolved within 30 days of written notice, either party may pursue available legal remedies.

EasyWarmup reserves the right to modify these Terms at any time. When material changes are made, EasyWarmup will provide notice via email to the address associated with your account or by posting a prominent notice on this website, at least 14 days before the changes take effect.

Your continued use of the Services after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must discontinue use of the Services before the effective date of the changes.

The most current version of these Terms will always be available on this page.

If you have any questions about these Terms or the Services, please contact us: