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Upscale Systems LLC, trading as WarmInboxes. These Terms govern your purchase and use of our services. Please read them in full before you buy.
These Terms of Service (the “Terms”) are a binding agreement between Upscale Systems LLC, a Florida limited liability company trading as WarmInboxes, of Pembroke Pines, FL 33024, USA (“we”, “us”, “our”), and the person or entity purchasing or using the Services (“you”, “your”).
You accept these Terms by placing an order, creating an account, or using any part of the Services. If you do not accept them, do not use the Services.
If you are entering into these Terms on behalf of a company or other entity, you represent that you have authority to bind that entity, and “you” means that entity.
We may amend these Terms. The current version is always published at this address and carries the date it was last updated. Material changes take effect for existing customers at the start of their next billing period; all other changes take effect on publication. Continued use of the Services after a change takes effect is acceptance of it.
In these Terms:
We operate as an authorised reseller of Google Workspace and Microsoft 365 software, and as a supplier of email infrastructure built on those platforms and on Microsoft Entra tenants.
The Services include, without limitation:
We are a reseller, not the operator of the underlying platforms. The Upstream Providers control the platforms, their pricing, their policies, their availability and their enforcement decisions. We do not control them and cannot overrule them.
Nothing in these Terms makes us your agent, partner, joint venturer or employer, and nothing makes you ours.
You must be at least 18 years old and able to form a binding contract.
You are responsible for the accuracy of the information you give us, including your billing details and the domains you ask us to configure.
You are responsible for keeping your account credentials confidential, and for everything done through your account, whether or not you authorised it. Tell us immediately at the address in clause 25 if you believe your credentials have been compromised.
You may not resell, sublicense, lease or otherwise make the Services available to a third party as a standalone product without our prior written consent. Using the Services to run campaigns for your own clients, as an agency, is permitted and is what most of our customers do.
You agree to pay the fees shown at checkout for the Order you place, in the currency and on the billing cycle shown.
Subscription fees recur automatically at the start of each billing period using your stored payment method, until the subscription is cancelled under clause 12.
Fees are exclusive of taxes. You are responsible for any sales, use, VAT, GST or similar taxes, and for any withholding, other than taxes on our income.
If a payment fails, we may retry it, and we may suspend the Services under clause 13 until the account is settled. You remain liable for amounts properly due.
We may change our prices. A price change applies to you from your next billing period, never retroactively within a period you have already paid for.
All sales are final. Once a licence is activated, partially used, or has undergone any setup, no refunds, credits or chargebacks will be issued under any circumstances.
Clause 6.1 includes, without limitation:
You are responsible for understanding what you are purchasing. Contact support with any questions before completing a purchase.
Sole exception — unused licences. A refund may be considered only if every one of the following is true:
If any condition in clause 6.4 is not met, the refund will be denied.
To request a refund, email [email protected] with your full name, account email and order ID, and confirmation that the licence has never been used.
Requests are reviewed within 24 business hours. The final determination is at our sole discretion, based on our internal records of activation and resource allocation.
If a refund is approved:
Initiating a chargeback without first contacting support is a breach of these Terms.
Filing a chargeback after accepting these Terms is treated as fraudulent misuse. We will dispute all such claims with the evidence of activation and use in our records, and we may pursue recovery of the disputed amount together with any fees charged to us.
We may suspend or terminate all Services on an account with an open or lost chargeback, and may decline to serve that customer in future.
We supply you with legitimate licences to use the Upstream Providers’ platforms. Your use of those platforms is also governed by their own terms, which you agree to comply with.
You agree that you will:
An Upstream Provider may suspend, restrict or terminate an account for breach of its own policies. Where that happens we will tell you and help where we can, but we cannot reverse their decision and clause 6 still applies to fees already paid.
You must not use the Services to send, facilitate or support:
You must honour unsubscribe and opt-out requests promptly, and must include the sender identification and physical address that the law applicable to your sending requires.
You are responsible for the lawfulness of the data you upload and of your basis for contacting each recipient.
We may investigate suspected breaches of this clause and may act under clause 13 without prior notice where the breach is serious or ongoing.
To protect deliverability and maintain service quality, every customer using Prewarmed Inboxes must follow the requirements in this clause.
Cold-to-warmup ratio. You must maintain a minimum 1:2 cold-to-warmup ratio on every Prewarmed Inbox. If you send 15 cold emails from an Inbox, you must send at least 30 warmup emails from that same Inbox.
You must follow industry benchmark best practice, including:
You are responsible for any damage to a Domain or Inbox caused by exceeding these limits or ignoring these requirements. Replacement Inboxes or Domains in those circumstances may incur additional fees.
Deliverability depends on your list, your copy, your sending behaviour and the receiving provider’s filtering decisions. We supply infrastructure configured to a known-good standard. We do not guarantee inbox placement, reply rates, or any commercial outcome.
7-Day Placement Replacement Guarantee. If an Inbox newly delivered to you fails our placement standard (warm primary inbox placement) during the first seven days after delivery, and you have complied with this clause throughout, we will replace that Inbox at no charge. To claim, email [email protected] within those seven days with the evidence (for example a placement test, bounce messages or message headers). Whether an Inbox qualifies is decided by us, acting reasonably, on that evidence. The guarantee covers replacement of the Inbox only; it does not guarantee placement, reply rates or any outcome, and it does not apply where damage results from a breach of this clause. Replacements after the seven days are chargeable.
Domains supplied with an Order are registered for one year and are active for that term.
Prewarmed Domains are never renewed, and this is deliberate rather than an oversight. A domain accumulates sending history, and past a point that history stops helping deliverability and starts working against it. Retiring a domain at the end of its term and replacing it with a fresh one is how the service keeps placement consistent.
Plan your infrastructure on the basis that a Prewarmed Domain has a one-year life, not an indefinite one.
If a Domain reaches the end of its term during active use, we provide a replacement Domain. Email [email protected] and we will deploy it.
Domains are registered and administered by us for the purpose of providing the Services. Nothing in these Terms transfers ownership of a Domain to you, and we are under no obligation to transfer, release or renew one.
A Purchased Domain is yours. On request we will transfer it to a registrar account you nominate, subject to the registry’s transfer rules, including any lock period after registration.
These Terms run from your first Order until all your subscriptions have ended.
You may cancel a subscription at any time. Cancellation takes effect at the end of the billing period you have already paid for; clause 6 governs whether any amount is refundable, and ordinarily none is.
When you cancel, the Domains and Inboxes on that Order are deprecated. They are taken out of service and are not transferred, held or reinstated afterwards. Export anything you need from those Inboxes before cancelling, because access ends with the subscription.
Cancelling a subscription does not deprecate a Purchased Domain; it remains yours under clause 11.
Clauses 6, 7, 15, 16, 17, 18, 19, 20, 23, 24 survive termination, together with any other clause that by its nature should.
We may suspend or terminate the Services, in whole or in part, with or without notice where:
Where suspension is for non-payment or a curable breach, we will ordinarily give you the opportunity to cure it first. Where the breach is serious, unlawful, or ongoing, we may act immediately.
Termination by us for your breach does not entitle you to a refund, and does not relieve you of amounts already due.
We target 99% uptime. We do not guarantee uninterrupted or error-free service, and availability depends on matters outside our control, including:
We are not liable for interruptions caused by an Upstream Provider or by any other third party.
We and our licensors own all intellectual property in the Services, our website, our documentation, our tools and our methods. Nothing in these Terms transfers any of it to you.
You own your content, your lists and your campaign data. You grant us only the licence necessary to host, process and transmit them in order to provide the Services.
The free tools published on our website are provided for your use as published. The underlying code, data and design remain ours.
All third-party names and marks referred to in the Services belong to their owners and are used only to identify those products.
Each party may receive non-public information from the other. The receiving party will use it only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to its own personnel and advisers who need it and are bound to equivalent obligations.
This clause does not apply to information that is public through no fault of the receiving party, was already lawfully known to it, is independently developed, or must be disclosed by law — in which case the receiving party will give notice where it lawfully can.
We process personal data you provide in order to supply the Services, operate the account and provide support. Where you upload recipient data, you are the controller of that data and we process it on your instructions.
You are responsible for having a lawful basis to contact the people on your lists, and for honouring their rights of access, correction, deletion and objection.
Mail content and recipient data are necessarily processed by the Upstream Providers as part of sending and storing email. Their handling of that data is governed by their own terms.
We retain account and billing records for as long as required for legal, tax and accounting purposes.
Except as expressly stated in these Terms, the Services are provided “as is” and “as available”. To the fullest extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, title and non-infringement.
We do not warrant that the Services will meet your requirements, that sending will reach any particular folder, or that any commercial result will follow from their use. Figures published on our website describe past measurements on our own infrastructure and are not a promise of your results.
To the fullest extent permitted by law, our total aggregate liability arising out of or relating to these Terms or the Services is limited to the amount you paid us in the billing period in which the liability arose.
We are not liable for:
These limits apply regardless of the form of action and even if we were advised of the possibility of the loss. Nothing in these Terms excludes liability that cannot lawfully be excluded.
You will indemnify and hold us harmless against any claim, loss, liability, fine or expense (including reasonable legal fees) arising from your use of the Services, your content and lists, your breach of these Terms, or your breach of any law applicable to your sending.
Neither party is liable for failure or delay caused by an event beyond its reasonable control, including acts of God, war, civil unrest, labour action, epidemic, governmental action, network or power failure, or the failure of an Upstream Provider. Payment obligations are not excused by this clause.
You may not assign or transfer these Terms without our prior written consent. We may assign them to an affiliate or in connection with a merger, acquisition or sale of substantially all our assets.
These Terms are governed by the laws of the State of Florida, United States, without regard to its conflict of laws rules.
The state and federal courts located in Broward County, Florida have exclusive jurisdiction, and both parties submit to that jurisdiction and waive any objection to venue there.
Before filing any claim, you agree to contact us at the address in clause 25 and allow 30 days to resolve the matter in good faith.
The United Nations Convention on Contracts for the International Sale of Goods does not apply.
If any provision of these Terms is held unenforceable, it is severed to the minimum extent necessary and the rest remains in force.
A failure or delay in enforcing a provision is not a waiver of it, and a single or partial exercise of a right does not prevent its further exercise.
These Terms, together with your Order and any policy expressly referenced here, are the entire agreement between us and supersede all prior discussions, proposals and representations.
Headings are for convenience and do not affect interpretation. “Including” means “including without limitation”.
Legal notices to us must be sent to [email protected] and are effective on receipt.
Notices to you are sent to the email address on your account and are effective when sent.
For any question about these Terms: Email: [email protected]WhatsApp: +1 904 736 2539Post: Upscale Systems LLC, Pembroke Pines, FL 33024, USA
These Terms were last updated on 31 October 2026 and supersede all previous versions. We may update them as described in clause 1.4; the version published at this address is always the operative one. Our Privacy Policy explains how we handle personal information.
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