Terms of Service

1. Definitions

• Account means your registered account on the Service.
• Customer Data means all data, content, and materials you or your Users submit to or process through the Service, including mailbox contents, contact records, deal and pipeline data, and prospect information.
• Mailbox Services means mailbox provisioning, connection, warm-up, monitoring, or management features made available through the Service.
• Order means a subscription plan, pricing page checkout, or other ordering document referencing these Terms.
• User means any individual you authorize to access the Service under your Account, including employees, contractors, and agents.
• DPA means our Data Processing Addendum, available at coldbean.ai/dpa, which is incorporated into these Terms where applicable.

2. Eligibility and Accounts

2.1 Eligibility.

You must be at least 18 years old and capable of forming a binding contract. The Service is intended for business use, not personal or household use.

2.2 Registration.

You must provide accurate, complete, and current information when registering and keep it updated. You are responsible for maintaining the confidentiality of your credentials and for all activity under your Account, whether or not authorized by you.

2.3 Users.

You are responsible for your Users' compliance with these Terms. Any act or omission of a User is deemed your act or omission.

2.4 Third-Party Accounts.

Certain features require you to connect third-party accounts (e.g., Google Workspace, Microsoft 365, CRM, or sending tools). You represent that you have the right to connect those accounts and grant us the access necessary to provide the Service. Your use of third-party services is governed by their own terms, and we are not responsible for them.

3. The Service

3.1 Provision.

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your subscription term for your internal business purposes.

3.2 Modifications.

We may modify, add, or discontinue features of the Service. If a change materially reduces core functionality of a paid plan, your exclusive remedy is to cancel and receive a pro-rata refund of prepaid, unused fees for the affected Service.

3.3 Beta Features.

We may offer alpha, beta, preview, or early-access features. These are provided "as is," may be modified or discontinued at any time, and are excluded from any support or availability commitments.

3.4 Support.

We provide support via the channels listed on our website. Support response targets, if any, are described on our pricing or documentation pages and are goals, not guarantees, unless stated in a signed agreement.

4. Acceptable Use and Email Compliance

4.1 General Restrictions.

You will not, and will not permit any User or third party to:

• (a) use the Service to violate any applicable law or regulation;
• (b) send, or facilitate the sending of, unlawful spam, or email that violates applicable anti-spam, telemarketing, or electronic communications laws, including the CAN-SPAM Act, CASL, the GDPR, the ePrivacy Directive and its national implementations, and equivalent laws in any jurisdiction where your recipients are located;
• (c) send email to purchased, harvested, scraped, or rented lists lacking a lawful basis for contact, or to addresses obtained through dictionary attacks or similar techniques;
• (d) falsify or obscure header information, sender identity, originating domain, or reply-to addresses, or otherwise engage in deceptive or misleading sending practices;
• (e) omit a functioning unsubscribe or opt-out mechanism where required by law, or fail to honor opt-out requests within the legally required timeframe (and in any event within 10 business days);
• (f) transmit malware, phishing content, or content that is defamatory, infringing, fraudulent, or otherwise unlawful;
• (g) use the Service to distribute content related to illegal goods or services, or content prohibited by the acceptable-use policies of connected mailbox providers (including Google and Microsoft);
• (h) circumvent, disable, or interfere with security features, rate limits, or usage restrictions of the Service or any connected provider;
• (i) reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent such restriction is prohibited by law;
• (j) resell, sublicense, or provide the Service to third parties as a service bureau, except as expressly permitted in writing or under an agency/reseller plan we offer;
• (k) use the Service to build a competing product, or perform benchmarking for publication without our prior written consent;
• (l) access the Service by automated means other than our documented APIs.

4.2 Sender Responsibility.

As between you and Coldbean, you are the sender of all messages transmitted through mailboxes or campaigns you control. You are solely responsible for: (i) the content of your messages; (ii) your recipient lists and the lawful basis for contacting each recipient; (iii) required disclosures (e.g., accurate sender identification and a valid physical postal address where required); and (iv) suppression-list management and opt-out handling.

4.3 Provider Policies.

Mailbox Services depend on third-party providers. You agree to comply with the applicable provider terms, including Google's and Microsoft's acceptable use, bulk-sender, and API policies. Providers may suspend or terminate mailboxes independently of us; we are not liable for such actions.

4.4 Enforcement.

We may monitor aggregate sending signals (e.g., bounce, complaint, and block rates) to protect the Service and shared infrastructure. We may throttle, suspend, or terminate sending, mailboxes, or Accounts that we reasonably believe violate this Section 4, degrade deliverability for other customers, or create legal exposure. Where practicable, we will notify you and give you an opportunity to cure; we may act immediately for serious violations.

4.5 Abuse Reports.

Report suspected abuse of the Service to support@coldbean.ai.

5. Customer Data

5.1 Ownership.

You retain all rights, title, and interest in Customer Data. We claim no ownership of it.

5.2 License to Us.

You grant us a worldwide, non-exclusive license to host, copy, transmit, process, and display Customer Data solely as necessary to (i) provide, maintain, secure, and improve the Service; (ii) prevent or address technical or security issues; (iii) comply with law; and (iv) as otherwise instructed by you.

5.3 Your Responsibilities.

You represent and warrant that you have obtained all rights, consents, and lawful bases necessary for us to process Customer Data as contemplated by these Terms, and that Customer Data does not violate any law or third-party right. You will not submit to the Service any data subject to heightened regulatory requirements (e.g., protected health information under HIPAA, cardholder data under PCI-DSS, or data of children under 16) unless we have expressly agreed in writing.

5.4 Data Processing.

Where we process personal data on your behalf as a processor, the DPA applies and is incorporated by reference.

5.5 Aggregated Data.

We may generate and use de-identified or aggregated data derived from use of the Service (e.g., deliverability benchmarks) for improving and promoting the Service, provided such data does not identify you, your Users, or any data subject.

5.6 Retention and Deletion.

Upon termination of your Account, we will delete or de-identify Customer Data within 90 days, except for backups (which expire on their normal cycle, not to exceed 35 additional days) and data we must retain by law. You may export Customer Data using in-product tools or by request before termination.

6. Fees and Payment

6.1 Fees.

You will pay the fees stated in your Order or on our pricing page. Except as expressly stated, all fees are non-refundable and exclusive of taxes.

6.2 Billing.

Subscriptions bill in advance on a recurring basis (monthly or annually, per your plan) and renew automatically until cancelled. Usage-based charges (e.g., per-mailbox fees, overages) bill in arrears or as stated at purchase. You authorize us and our payment processor (e.g., Stripe) to charge your payment method for all amounts due.

6.3 Price Changes.

We may change prices effective upon your next renewal, with at least 30 days' notice for annual plans and notice before renewal for monthly plans.

6.4 Late Payment.

Overdue amounts may accrue interest at 1.5% per month (or the maximum lawful rate, if lower). We may suspend the Service for accounts more than 10 days past due after notice.

6.5 Taxes.

You are responsible for all applicable taxes, duties, and withholdings, excluding taxes on our net income. If you are required to withhold, you will gross up payments so we receive the full invoiced amount.

6.6 Refunds and Chargebacks.

Refunds are provided only where required by law or expressly stated in these Terms or your plan. Initiating a chargeback for validly invoiced amounts is a material breach; we may suspend the Account pending resolution.

6.7 Cancellation.

You may cancel at any time via in-product settings or by emailing support@coldbean.ai. Cancellation takes effect at the end of the current billing period; you retain access until then. No refunds are issued for partial periods except as stated in Section 3.2 or required by law.

7. Intellectual Property

7.1 Our IP.

The Service, including all software, interfaces, designs, documentation, and trademarks, is owned by Coldbean and its licensors and is protected by intellectual property laws. Except for the limited rights expressly granted, no rights are transferred to you.

7.2 Feedback.

If you provide feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use them without restriction or obligation.

7.3 Marks.

Neither party may use the other's name or logos without consent, except that we may identify you as a customer (name and logo) in customer lists and marketing materials unless you opt out by emailing support@coldbean.ai.

8. Confidentiality

8.1 Each party ("Recipient") will protect the other party's ("Discloser") non-public information disclosed in connection with the Service ("Confidential Information") with at least the care it uses for its own similar information (and no less than reasonable care), use it only to perform under these Terms, and not disclose it except to personnel and advisors bound by comparable obligations.

8.2 Confidential Information excludes information that is or becomes public without breach, was lawfully known before disclosure, is independently developed, or is received from a third party without restriction.

8.3 Recipient may disclose Confidential Information as required by law, provided it gives prompt notice (where lawful) and reasonable cooperation to seek protective treatment.

9. Warranties and Disclaimers

9.1 Mutual.

Each party represents that it has the legal power to enter into these Terms.

9.2 Our Warranty.

We warrant that the Service will perform materially in accordance with our published documentation under normal use. Your exclusive remedy for breach of this warranty is that we will use commercially reasonable efforts to correct the non-conformity, and if we cannot within 30 days, you may terminate the affected subscription and receive a pro-rata refund of prepaid, unused fees.

9.3 Disclaimers.

EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT EMAIL WILL BE DELIVERED TO ANY INBOX, OR THAT ANY PARTICULAR DELIVERABILITY, OPEN, REPLY, OR REVENUE OUTCOME WILL BE ACHIEVED. DELIVERABILITY DEPENDS ON FACTORS OUTSIDE OUR CONTROL, INCLUDING RECIPIENT FILTERS, PROVIDER POLICIES, YOUR CONTENT, AND YOUR LIST QUALITY.

10. Indemnification

10.1 By You.

You will defend, indemnify, and hold harmless Coldbean, its affiliates, and their officers, directors, employees, and agents from and against any claims, damages, fines, penalties, and costs (including reasonable attorneys' fees) arising from: (i) Customer Data; (ii) your messages, recipient lists, or sending practices; (iii) your violation of Section 4 or applicable law (including anti-spam and data-protection laws); or (iv) your violation of third-party provider terms.

10.2 By Us.

We will defend you against third-party claims alleging that the Service, as provided by us and used as permitted, infringes a U.S. patent, copyright, or trademark, and will pay resulting damages finally awarded or agreed in settlement. If the Service is enjoined, we may procure rights, modify the Service, or terminate the affected subscription with a pro-rata refund. This Section does not apply to claims arising from Customer Data, combinations with items not provided by us, or use in violation of these Terms. This Section states our entire liability for infringement claims.

10.3 Procedure.

The indemnified party must give prompt notice, sole control of defense and settlement to the indemnifying party (no settlement admitting fault or imposing obligations on the indemnified party without its consent), and reasonable cooperation.

11. Limitation of Liability

11.1 Exclusion.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

11.2 Cap.

EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO US IN THE 12 MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

11.3 Exceptions.

The exclusions and cap do not apply to (i) your payment obligations, (ii) your indemnification obligations under Section 10.1, (iii) your breach of Section 4, or (iv) liability that cannot be limited under applicable law.

12. Suspension and Termination

12.1 Term.

These Terms apply from your first use of the Service and continue until your Account is terminated.

12.2 Suspension.

We may suspend the Service immediately if (i) we reasonably believe your use violates Section 4 or threatens the security, integrity, or deliverability of the Service or other customers; (ii) amounts are past due per Section 6.4; or (iii) required by law or a provider.

12.3 Termination for Cause.

Either party may terminate these Terms if the other materially breaches and fails to cure within 30 days of written notice (10 days for payment breaches). We may terminate immediately for breaches of Section 4 that are incapable of cure or that create legal or operational risk.

12.4 Effect.

Upon termination, your access ceases, and Section 5.6 governs Customer Data. Sections 1, 4.2, 5.5–5.6, 6 (for accrued amounts), 7, 8, 9.3, 10, 11, 12.4, 13, and 14 survive.

13. Governing Law and Dispute Resolution

13.1 Governing Law.

These Terms are governed by the laws of the State of Wyoming, USA, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods.

13.2 Arbitration.

Any dispute arising out of or relating to these Terms will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in San Francisco, California, conducted in English by one arbitrator, with proceedings permitted by videoconference. Judgment may be entered in any court of competent jurisdiction. Either party may seek injunctive relief in court for IP or confidentiality violations, and either party may bring qualifying claims in small-claims court.

13.3 Class Waiver.

Disputes must be brought individually; class, collective, and representative actions are waived to the extent permitted by law.

13.4 Time Limit.

Any claim must be filed within one year after it accrues, unless a longer period is required by law.

14. General

14.1 Notices.

We may provide notices via the Service, your Account email, or coldbean.ai. Notices to us: Xquare Labs LLC, 166 Geary St, San Francisco, CA 94108, USA, with a copy to tim@coldbean.ai. Notices are deemed given when sent (email) or delivered (post).

14.2 Assignment.

You may not assign these Terms without our consent, except to a successor in a merger or sale of substantially all assets with notice to us. We may assign these Terms to an affiliate or successor.

14.3 Force Majeure.

Neither party is liable for delay or failure due to causes beyond its reasonable control, including provider outages, internet failures, acts of government, and denial-of-service attacks.

14.4 Export and Sanctions.

You represent that you are not located in an embargoed jurisdiction or on any restricted-party list, and you will comply with applicable export-control and sanctions laws.

14.5 Independent Contractors.

The parties are independent contractors; these Terms create no partnership, agency, or joint venture.

14.6 Entire Agreement; Order of Precedence.

These Terms, the DPA, and any Orders constitute the entire agreement and supersede prior discussions. In case of conflict: (1) a signed agreement, (2) the DPA (for data-protection matters), (3) these Terms, (4) documentation. Terms on your purchase orders are void.

14.7 Amendments.

We may update these Terms by posting a revised version with an updated date. Material changes will be notified via email or in-product notice at least 30 days before taking effect for existing subscribers. Continued use after the effective date constitutes acceptance.

14.8 Severability; Waiver.

If any provision is unenforceable, it will be modified to the minimum extent necessary, and the remainder stays in effect. Failure to enforce a provision is not a waiver.