Important: Before using Warmup, please carefully read this agreement, which outlines the terms and conditions for acquiring a license to use Warmup. If you do not agree to these terms and conditions, please do not use Warmup. By accessing or using Warmup, you acknowledge that you accept and agree to be bound by these terms, along with Warmup’s Privacy Policy.

If you are an agent or employee of another entity, you represent and warrant that (i) the person accepting this agreement is duly authorized to do so on behalf of the entity and to bind that entity to these terms, and (ii) the entity has full legal authority, corporate or otherwise, to enter into and fulfill its obligations under this agreement.

These Terms of Service (the “Terms”) are a binding contract between you v, LLd. (“Warmup,” “we”, “our” and “us”). By using the Service in any way, you agree to and accept all of these Terms, and these Terms will remain in effect at all times while you use the Service or any Content obtained through the Service. These Terms govern your access to the Service and use of all Content on Warmup’s websites, applications, products and other properties

1. Acceptance of Terms

By using Warmup’s software or services, you confirm that you have read, understood, and accepted these Terms, as well as our Privacy Policy. If you are using Warmup on behalf of an organization or entity, you agree to these Terms on their behalf and represent that you have the authority to do so.

2. Use of the Service

2.1 Eligibility
You must be at least 16 years old to use Warmup. By using the service, you confirm that you are either over the age of 16 or have obtained the necessary consent from a parent, guardian, or authorized official as per the applicable laws.

2.2 Account Responsibility
You are responsible for maintaining the confidentiality of your account login details and for all activities conducted through your account. You agree to notify Warmup immediately of any unauthorized use or breach of security.

2.3 License Grant
Warmup grants you a limited, non-exclusive, non-transferable, and revocable license to use its software and services, subject to these Terms. You agree not to copy, modify, distribute, sell, or lease any part of our services or software unless explicitly permitted.

3. User Content and Data

3.1 Ownership of Licensee Data
You retain ownership of any data, content, or materials you upload, submit, or share while using Warmup (“Licensee Data”). By using the service, you grant Warmup a non-exclusive, worldwide, royalty-free license to access, process, and modify your Licensee Data as needed to provide the service.

3.2 User Conduct
You agree not to use Warmup to upload or share content that:

• Violates any laws or regulations;

• Infringes the intellectual property rights of others;

• Contains harmful, fraudulent, or illegal content;

• Harms or exploits minors in any way.

Warmup reserves the right to remove any content that violates these Terms or is otherwise deemed inappropriate.

3.3 Feedback
If you submit any feedback, ideas, or suggestions to v regarding our services, you agree that Warmup may use this information without any obligation to compensate you.

4. Fees and Payment

4.1 Fees
Some features or services of Warmup may require payment. All applicable fees and charges will be clearly stated at the time of purchase. You agree to pay all fees as per the pricing and billing terms specified.

4.2 Payment Methods
Warmup accepts credit card payments and other payment methods as listed on our website. By providing payment details, you authorize Warmup to charge your account for the total amount due.

4.3 Subscription Services
If you subscribe to any recurring services, you agree to allow Warmup to automatically bill your payment method at the start of each subscription period unless you cancel before the renewal date.

5. Intellectual Property

5.1 Ownership of Software
All rights, titles, and interests in Warmup’s software, services, trademarks, logos, and content remain with Warmup and its licensors. You agree not to decompile, reverse engineer, or attempt to extract the source code from our software, unless explicitly permitted by applicable law.

5.2 User License
Warmup grants you a non-exclusive, revocable, limited license to access and use the software as per these Terms. Any unauthorized use of the software or violation of these Terms will result in the termination of this license.

6. Termination

6.1 Termination by You
You may terminate your account and stop using Warmup at any time by following the account termination instructions on our website.

6.2 Termination by Warmup
Warmup may terminate or suspend your access to the service at any time if you violate these Terms or engage in any activities that may harm our business, other users, or violate applicable laws. We may also terminate the service for technical or business reasons, with reasonable notice provided to you.

6.3 Effect of Termination
Upon termination, your access to the software and services will immediately cease. Sections 3, 5, 7, 8, and 9 of these Terms will survive termination.

7. Disclaimer of Warranties

7.1 "As Is"
Warmup’s services and software are provided on an "as is" and "as available" basis. Warmup disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and performance. We do not guarantee that our services will be error-free, uninterrupted, or meet your specific requirements.

7.2 Limitation of Warranties
In jurisdictions where certain warranties cannot be excluded, the scope and duration of such warranties will be limited to the extent permitted by law.

8. Limitation of Liability

8.1 No Liability for Damages
To the maximum extent permitted by law, Warmup will not be liable for any indirect, incidental, punitive, or consequential damages, including loss of profits, data, or business opportunities, arising out of or related to the use of our services, even if v has been advised of the possibility of such damages.

8.2 Liability Cap
Warmup’s total liability for all claims arising from or related to these Terms or the use of the software is limited to the amount paid by you to Warmup for the service in the 12 months preceding the event that gave rise to the claim.

9. Indemnification

You agree to indemnify, defend, and hold Warmup, its affiliates, and employees harmless from any claims, liabilities, damages, losses, or expenses arising out of your use of the services, violation of these Terms, or infringement of any rights of another.

10. Modifications to the Terms

Warmup reserves the right to modify these Terms at any time. When changes are made, we will notify you by updating the "Last Updated" date at the top of the Terms or by sending you a notice. Your continued use of the service after any such modifications constitutes your acceptance of the new Terms.

11. Governing Law and Dispute Resolution

11.1 Governing Law
These Terms will be governed by and interpreted under the laws of the United States, without regard to conflict of law principles.

11.2 Dispute Resolution
Any disputes arising under or in connection with these Terms will be resolved through binding arbitration in Delaware, and both parties consent to the exclusive jurisdiction of such arbitration. Notwithstanding this, either party may seek injunctive relief or enforcement of an arbitration award in any court of competent jurisdiction.

12. General Provisions

12.1 Entire Agreement
These Terms constitute the entire agreement between you and Warmup regarding your use of the service and supersede any prior agreements, whether written or oral, related to the subject matter.

12.2 Severability
If any provision of these Terms is found to be unenforceable, that provision will be removed and the remaining provisions will remain in effect.

12.3 No Waiver
Warmup’s failure to enforce any part of these Terms will not be considered a waiver of its right to enforce any provision.

12.4 Assignment
You may not assign or transfer any rights under these Terms without Warmup’s prior written consent. Warmup may assign its rights and obligations under these Terms without restriction.