Last Modified: October 14, 2025

These terms of service (the “Terms”), together with your order form (the “Order Form”) constitute the entire agreement between the parties (the “Agreement”). This Agreement shall govern your purchase of the Services as defined in the Order Form between you and Warmly, Inc. or its affiliates (“Warmly”). To the extent any terms of these Terms conflict with the terms of an applicable Order Form, the terms of the applicable Order Form shall control. Wherever used in this Agreement, “you” or “Customer” means the person or legal entity accessing or using the Services. For the avoidance of doubt, if you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, “Customer” means the company or other legal entity that you are using the Services on behalf of.

By purchasing, accessing or using the Services offered by Warmly, as set out in the Order Form, you are confirming that you have read, understand and accept these Terms. These Terms can be updated from time to time in accordance with Section 13(a) below. You are responsible for regularly reviewing the most recent version of this Agreement. When Warmly changes this Agreement, Last Modified date above will be updated.

To the extent Customer is bound by either Warmly's Terms of Service (https://www.warmly.ai/p/terms-of-service) or a Master Service Agreement (in each case a “Warmly Agreement”), this Agreement supplements the Warmly Agreement for the specific services covered herein. This Agreement does not govern the terms of any Warmly Services not covered herein.

1. Fractional SDR Services. Customer hereby engages Warmly to provide Fractional SDR services described in the Order Form (the "Services"), which consist of providing Customer dedicated sales development representative personnel ("SDR Personnel") on a fractional basis as specified in the applicable Order Form. For greater certainty, unless stated otherwise in an Order Form, the number of SDR Personnel assigned to Customer's account as specified in the Order Form represents a minimum commitment for the entire Subscription Term and may not be reduced until renewal. Warmly will assign qualified SDR Personnel who will work on Customer's account during their allocated time. Warmly's SDR Personnel shall perform outreach activities under Customer's direction while utilizing Warmly's technology platform, methodologies and preferred tech stack. Warmly is acting as an independent contractor providing services. Warmly will provide the Services as set forth in the applicable Order Form.
2. Customer Obligations. Customer agrees to: (i) Assign a Primary Contact to act as Customer's authorized representative and main point of contact for SDR Personnel; (ii) Provide clear direction, expectations, and feedback to Warmly's SDR Personnel; (iii) Treat Warmly's SDR Personnel with professionalism and respect at all times; (iv) Provide necessary information about Customer's services, ideal customer profiles, and target markets; (v) Respond promptly to requests from Warmly or SDR Personnel for information needed to perform services; and (vi) provide feedback on SDR performance, at a minimum quarterly. Customer’s harassment or inappropriate behaviour towards SDR Personnel constitute material breach under this Agreement.
3. Technology Stack. Warmly shall have sole discretion in selecting and modifying the technology stack and third-party tools used in providing the Services. Customer's use of any technology platform or tools provided by Warmly in connection with the services shall be subject to the terms of service of the applicable technology providers, including any other Warmly Agreement. Warmly makes no warranties regarding third-party technology platforms and Customer's use of such platforms is at Customer's own risk.
4. Billing and Payment. Customer shall pay Warmly for the Services as set forth in the applicable Order Form and shall be paid by Customer within fifteen (15) days of Customer's receipt of Warmly's invoice, unless otherwise specified in the Order Form. Except as expressly set forth in this Agreement, fees are non-refundable. Customer is required to pay any sales, use, value-added withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Warmly. Any late payments may be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less (plus the costs of collection). If Customer's account is ten (10) days or more overdue, in addition to any of its other rights or remedies, Warmly may suspend Customer's access to the Services without liability to Customer until such amounts are paid in full.
5. Taxes. ******Customer and Warmly shall each pay their respective taxes incurred with performing services under this Agreement. Customer will not withhold any taxes from Warmly's fees as Warmly's SDR Personnel are not employees of Customer.
6. Term and Termination.
   1. The initial term and renewal provisions shall be as set forth in the applicable Order Form. Unless otherwise specified in the Order Form, this Agreement shall automatically renew for successive periods of the same duration as the initial term unless either party provides thirty (30) days written notice of non-renewal (the “Subscription Term”).
   2. Either party may terminate this Agreement for material breach if the other party fails to cure such breach within thirty (30) days after written notice. Either party may terminate immediately if the other party becomes insolvent, files for bankruptcy, or has a receiver appointed.
   3. Upon expiration or termination of an Order Form or this Agreement in its entirety, Customer will stop accessing and using the applicable Services and all corresponding rights granted to Customer in this Agreement will terminate. Within 30 days following expiration or termination of an Order Form or this Agreement in its entirety, Customer will pay all remaining amounts, if any, payable under this Agreement for the Subscription Term applicable to any terminated Order Forms, regardless of the due dates in the Order Forms.
   4. Sections 4 (Payment), 5 (Taxes), 7 (Non-Solicitation), 8 (IP), 9 (Confidential Information), 10 (Indemnification), 11 (Liability), and 12 (Disclaimers) shall survive termination.
7. Non-Solicitation. Customer acknowledges that Warmly incurs significant costs to recruit and train SDR Personnel for the purpose of this Agreement and that this Section 7 is reasonable in light of the upfront investment made by Warmly. Customer agrees that during the term of this Agreement and for twelve (12) months thereafter, Customer shall not, directly or indirectly, solicit, recruit, or hire any SDR Personnel assigned to Customer's account or encourage any SDR Personnel to terminate their relationship with Warmly. Should Customer breach this provision, Customer agrees to pay Warmly liquidated damages equal to three times (3x) twelve (12) months of fees for such SDR Personnel’s Services at the then-current rate, plus reasonable attorneys' fees and costs.
8. IP Ownership.
   1. Warmly IP. Warmly shall retain ownership of all intellectual property related to the Services, including but not limited to playbooks, frameworks, methodologies, processes, training materials, software, technology, and related documentation developed or used in connection with the Services (collectively, "Warmly IP"). Customer shall obtain only a limited right to use such Warmly IP during the term of this Agreement solely in connection with receiving the Services. Nothing in this Agreement grants, assigns, or transfers any ownership rights in Warmly IP to Customer. Upon termination of this Agreement, Customer shall cease all use of Warmly IP.
   2. Customer Materials. As between the parties, Customer will retain all right, title, and interest, including all intellectual property rights therein, in and to the data and content provided by or on behalf of Customer to Warmly for the Services (“Customer Materials”). Customer grants to Warmly and its contractors a non-exclusive, worldwide, royalty-free, fully paid, non-sublicensable, and non-transferable license to use and reproduce Customer Materials solely to provide, develop, improve and support the Services or as otherwise provided in this Agreement. Customer is solely responsible for all Customer Materials, including for ensuring that Customer has sufficient rights to use such Customer Materials.
   3. Deliverables. Subject to the terms and conditions of this Agreement and payment of all fees due, Warmly grants to Customer a non-exclusive, worldwide, royalty-free, fully paid, non-sublicensable, and non-transferable license to use the deliverables, work product, and other output to be delivered to Customer by Warmly as part of the Services.
9. Confidential Information.
   1. Definition. “Confidential Information” means information disclosed by one party to the other that is marked as confidential or proprietary or that ought reasonably to be understood as confidential or proprietary. All Warmly technology, performance information relating to the Services, and the terms and conditions of this Agreement (including the fees and pricing information) shall be deemed Confidential Information of Warmly. Confidential Information does not include information that the recipient already lawfully knew, that becomes public through no fault of the recipient, that was independently developed by the recipient without any reference to or use of Confidential Information, or that was rightfully obtained by the recipient from a third party.
   2. Obligations. ****The recipient agrees not to disclose Confidential Information except to its employees, contractors and agents who need to know it and have agreed in writing to keep it confidential. Only those parties may use the Confidential Information, and only to exercise the recipient’s rights and fulfill its obligations under this Agreement, while using at least a reasonable degree of care to protect it. The recipient may also disclose Confidential Information to the extent required by law after providing reasonable notice to the discloser. Unauthorized disclosure of Confidential Information may cause harm not compensable by damages, and the disclosing party may seek injunctive or equitable relief in a court of competent jurisdiction, without posting a bond, to protect its Confidential Information.
10. Indemnification.
    1. By Warmly. Warmly agrees to defend, indemnify, and hold harmless Customer and its affiliates, directors, officers, employees, and agents from and against any claims arising from or relating to Warmly's willful misconduct or gross negligence.
    2. By Customer. Customer agrees to defend, indemnify, and hold harmless Warmly and its affiliates, directors, officers, employees, and agents from and against any claims arising from or relating to: (i) harassment or violation of any laws in connection with SDR Personnel; (ii) Customer's breach of this Agreement or any applicable laws; (iii) Customer's negligence or willful misconduct; or (iv) any third party claim that Warmly's use of Customer Materials infringes their intellectual property rights.
    3. Process. Each party’s indemnification obligation under this Section 10 are conditional upon: (a) the indemnified party giving the indemnifying party prompt notice upon becoming aware of the claim; (b) the indemnified party giving the indemnifying party the right to solely control and direct the investigation, preparation, defense and settlement of the claim; and (c) the indemnified party reasonably cooperating with the indemnifying party, at the indemnifying party’s expense, in such defense and settlement. The indemnified party shall have the right, at its cost, to employ counsel of its choice to participate in the defense of such claim. No settlement that includes an admission of fault or liability by the indemnified party may be made without the indemnified party's prior written consent.
11. Limitation of Liability. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. EXCEPT FOR OBLIGATIONS UNDER SECTION 10 (INDEMNIFICATION), SECTION 9 (CONFIDENTIAL INFORMATION), GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, AND CUSTOMER’S PAYMENT OBLIGATIONS EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO WARMLY DURING THE SIX (6) MONTH PERIOD PRIOR TO WHEN THE CLAIM AROSE.
12. Warranty; Disclaimer. THE SERVICES ARE PROVIDED "AS-IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT ALLOWED BY LAW, WARMLY DISCLAIMS ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, ORAL OR WRITTEN), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. WARMLY DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.
13. General Terms.
    1. Amendments. Warmly may change any part of this Agreement (including any terms or documents incorporated by reference in this Agreement) at any time by posting the revised terms on the Warmly website. It is important for you to review this Agreement before using the Services and from time to time. The updated Agreement will be effective as of the time of posting, and Customer’s continued use of the Services after any such changes are effective will constitute Customer’s consent to such changes. Except for changes made by Warmly as described here, no other amendment or modification of this Agreement will be effective unless set forth as amendments, modifications or supplements to this Agreement and must be in writing and signed by each party’s authorized representatives or, as appropriate, agreed through electronic means provided by Warmly.
14. *Assignment. *****Neither party may assign this Agreement without the other's written consent, except in connection with a merger, acquisition, or sale of all or substantially all assets. This Agreement is binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
15. Independent Contractors. The parties are independent contractors. Warmly's SDR Personnel remain employees or contractors of Warmly.
16. Governing Law. This Agreement shall be governed by the laws of the State of New York.