WarmLoop Terms of Service
In brief
This summary is here so that you know what is in these Terms before you accept them. It is a summary only. It does not vary, limit or add to the numbered clauses, and if the summary and a clause differ, the clause governs. Words used in this summary carry their ordinary meaning; the terms defined for the Terms are defined in section 1 and in clause 3.1.
- What the Service is. A Canadian legal research and verification service that you use through your own AI assistant. It searches and retrieves case law and legislation, looks up citations, reports stored treatment signals, checks citations and quotations against what WarmLoop holds, serves WarmLoop's research and drafting guidance, and can publish a document you author, with the exhibits it cites, as a hosted record. See sections 2 and 3.
- Who may subscribe. Law firms, lawyers, in-house legal departments, businesses and government bodies, for business or professional purposes, located in Canada outside Quebec. The Service is not offered to individuals for personal, family or household use. See section 4.
- Individual and organization accounts. An account is either an individual account, with one user, or an organization account, with the number of seats the organization pays for. An organization's owner and administrators invite, manage and remove its users, and the organization is responsible for what they do. See section 6 and clause 11.8.
- It is not legal advice. The Service is a research tool. It creates no solicitor-client relationship, and you remain responsible for verifying every authority, quotation, pinpoint and treatment signal before you rely on it, file it or send it to anyone. The verification features reduce that work; they do not discharge the duty. See section 8.
- Rights materials. Some documents WarmLoop holds are licensed by their publishers. Without permission you can see that such a document exists, what it is and where its publisher offers it, but not its text. Permission comes from a grant by WarmLoop or from your organization's certification that it holds the rights. A certification is your organization's warranty, WarmLoop relies on it without checking it, and your organization indemnifies WarmLoop if it is wrong. See section 27.
- Your content. You keep your rights in what you submit. WarmLoop does not use it to train artificial-intelligence models. What WarmLoop collects, how long it keeps it and where it is processed are set out in section 10, and your own AI assistant vendor sees everything you send and everything the Service returns.
- Fees. Billed monthly in advance, or yearly in advance on the annual plan where WarmLoop offers it, through Stripe, in Canadian dollars, plus taxes where WarmLoop is required to collect them, and without tax for a band under the Indian Act while its certification is in force. A renewal is owed only if its charge succeeds: if it fails, WarmLoop tries the card again during 7 days, access stops after 7 days, and a renewal still unpaid after 30 days ends the subscription, with nothing owed for the unpaid period. Cancelling takes effect at the end of the period you have paid for, which on the annual plan is the end of the paid year, and there is no partial-period refund except in three cases: if WarmLoop terminates without cause or withdraws the Service; if you cancel because of a change WarmLoop has to give you notice of; and if either party terminates because an event beyond a party's reasonable control has continued for more than 30 days. In each case the unused part of a prepaid period is refunded on a pro-rata basis. See sections 11 and 12 and clauses 13.4 and 21.2.
- Changes. WarmLoop may change these Terms, prices, usage limits and the Service for the purposes stated in section 13. A change to the Terms, to a fee, or to the Privacy Policy where it materially reduces the protection of your data, does not take effect until WarmLoop has given at least 30 days' notice by email to your account address, unless you accept a changed version of these Terms earlier when the Service asks you to. You may cancel before that notice period ends, and if you cancel because of a change of one of those three kinds and have prepaid for a period that runs past the date the change takes effect, the unused part is refunded on a pro-rata basis. Changes are not retroactive. See clauses 5.6, 13.3 and 13.4.
- What you can recover. WarmLoop's liability is capped, and lost profits and lost billings are excluded. A higher cap applies to a confidentiality or privacy claim. The cap does not cover fraud or wilful misconduct. See section 16, and clauses 16.4 and 16.5 for the two caps.
- What you take on. You indemnify WarmLoop against third-party claims arising out of any of six things: your breach of section 7, 8 or 9; what you publish to Records or upload as an exhibit; your use of an output without the verification section 8 requires; your own legal and professional work, including the advice you give your own clients; your use of the Service in breach of your professional obligations or of the law; and a certification of rights made for you that is inaccurate, or a use of rights material beyond its licence. If a certification made for you is inaccurate, you also indemnify WarmLoop against what it pays a licensor because of that inaccuracy, for access under your account. Neither indemnity is subject to the caps. See section 17.
- Suggestions and consents. Once WarmLoop opens its suggestion form at https://warmloop.com/suggest, anyone may suggest or request a document for the corpus there, and a rights holder may consent to WarmLoop's use of one. Section 28 sets the terms of a submission.
- How disputes are resolved. By a single arbitrator seated in Regina, not by a court, with carve-outs for urgent relief, unpaid fees and small claims in the Provincial Court of Saskatchewan at Regina, and with class and collective proceedings waived. See section 23.
Clicking "I accept", or continuing to use the Service, forms a binding contract on these Terms whether or not you have read them.
1. These Terms, and the parties to them
1.1 These Terms of Service ("the Terms") are the agreement between WarmLoop Ltd. ("WarmLoop", "we", "us"), a corporation incorporated under the Canada Business Corporations Act with its registered office at 2100 Scarth Street, Regina, Saskatchewan S4P 2H6, and the law firm, business, organization or government body that subscribes to the Service ("the Customer", "you").
1.2 The Terms cover the WarmLoop research and verification service delivered over the Model Context Protocol at https://mcp.warmloop.com (with its sign-in and account pages at https://account.warmloop.com), the hosted records service at https://record.warmloop.com, and everything WarmLoop makes available through them, including guidance content, document templates and the scripts distributed with them (together, "the Service").
1.3 The Privacy Policy published at https://warmloop.com/privacy is WarmLoop's notice under privacy law of how it handles personal information. It does not form part of the Terms. Where the Privacy Policy and the Terms differ on a point the Terms address, the Terms govern. Clauses 13.3 and 13.4 apply to a change to the Privacy Policy.
1.4 The Terms replace every earlier version of WarmLoop's terms of service and every earlier terms page published for the Service.
1.5 In the Terms, "Authorized User" means an individual the Customer permits to use the Service under an account of the Customer. "Account", "individual account", "organization account", "owner", "administrator" and "seat" have the meanings given in section 6. "Record" has the meaning given in section 3. "Rights material", "grant" and "certification" have the meanings given in section 27, and "submission" has the meaning given in section 28. The "account email address" of an individual account is the email address of the Authorized User who holds it, and that of an organization account is the email address of its owner. A reference to a dollar amount is a reference to Canadian dollars.
2. What the Service is
2.1 The Service is a legal research and verification tool. It is delivered to an artificial-intelligence assistant that you choose and run yourself (for example an assistant supporting the Model Context Protocol), and you use it through that assistant.
2.2 The Service provides search of Canadian case law and legislation, multi-issue research passes, resolution of case citations to their metadata and to a stored link where one is held, retrieval of the full text or a part of a held case or enactment, coverage information about what the corpus holds, stored citing references and stored treatment analysis, extractive checking of citations, quotations and pinpoints against held text, and WarmLoop's own research and drafting guidance. For a document in a collection of rights material that an Authorized User is not permitted to read, the Service identifies the document and its public source without serving its text, as section 27 provides.
2.3 Stored treatment analysis is computed in advance by WarmLoop and read on request. No treatment analysis is generated at the time of a request. A treatment signal is a statement about how one decision has been dealt with in other decisions WarmLoop holds. It is not a statement about your matter.
2.4 WarmLoop provides a setup facility that your assistant can call. The facility writes nothing on your machine itself: it returns instructions, and your assistant, not WarmLoop, carries them out. WarmLoop does not control your assistant, and what follows is what the facility instructs it to do. The first time a connection is set up, your assistant is to ask you to choose between a bare setup, which writes nothing, and a guided setup, and for a guided setup it is to show you the whole plan and ask for your consent once before it writes or installs anything. A guided setup is not to add a permission rule to your assistant's own settings, except a narrow rule that the plan quotes word for word and that is written only if you say yes to it; your assistant may ask you to approve each write and download as it goes, and those prompts are part of the plan you consented to. A guided setup may:
- add a marked block of WarmLoop's instructions, with any practice details you choose to give, to your assistant's instruction file (such as CLAUDE.md or AGENTS.md), without changing anything else in that file; where your assistant has a remote-control feature, the guided setup asks you whether you want it on for WarmLoop sessions, it stays off unless you say on, the marked block records your answer, and your assistant is to turn the feature on, or tell you how to, only if you said on; that feature is your assistant vendor's, not WarmLoop's;
- write WarmLoop's command files and agent-definition files for your assistant;
- download WarmLoop's document templates and WarmLoop's own Python programs, currently wbm2docx.py, which builds Word documents, and wl_rename.py, which renames matter documents, and, where the facility offers one archive of the setup's files, download that archive instead of the files one by one; the archive is checked by its hash against WarmLoop's signed release record, and nothing from it is written unless it matches;
- if you name a folder of your own document templates, copy them into a separate folder for your assistant to use, without changing the originals; and
- recommend third-party open-source tools for working with documents, such as Python packages installed with pip, tools for OCR and PDF files, and LibreOffice, and on Windows the scoop installer, which involves changing PowerShell's execution policy for your user account and running the installer's own script, downloaded from its publisher. Those tools are not part of the plan, and consenting to the plan is not consenting to any of them: your assistant is to offer them to you as a separate, optional choice, saying what each one is for, and to install only a tool you pick, and on Windows it is to tell you what the execution-policy change and the installer's script do and to run them only if you expressly agree. WarmLoop does not supply or control those tools. Each is provided by its own publisher under its own licence, and whether to install any of them is your decision.
Before your assistant writes or replaces a file from WarmLoop, at the first setup or at an update, it is to compare the file's hash, by a command whose output you see, with WarmLoop's signed release record, and it is not to write a file that does not match.
If you choose the guided setup and consent to its plan, you agree that an update you accept may replace what the setup installed from WarmLoop with the current version without asking you again about each file. That means the marked block, the command and agent-definition files and the document templates. When a new version is available, a notice in the Service's answers tells your assistant so, and your assistant is to tell you and ask whether to apply the update now; an update is applied only when you say yes at that time, and no notice by itself leads your assistant to write a file. A new version of one of WarmLoop's Python programs is named to you with its old and new versions, and replaces the installed program only if you say yes to that program. The facility instructs your assistant to keep a dated backup of each file it replaces and to tell you which files it refreshed. A later run is to ask you before it adds anything new, such as a new file or program or a third-party tool, and it is not to change your own files or your own templates.
You may withdraw that agreement at any time by switching each connection you have set up to the bare setup, after which setup runs on that connection refresh nothing, or by removing what the guided setup installed, after which a setup run is to ask you again before it installs anything. You are responsible for deciding what to allow, for reviewing what your assistant writes, installs and runs, and for any third-party tool you choose to install.
WarmLoop also serves, through the Service and the files a guided setup installs, a method for your assistant's research and drafting work, and what follows is what that method instructs your assistant to do. When your assistant produces a piece of work with that method, it is to read only inside the folder the work runs in, all of it, and in the other folders you name when the work starts; it is not to list or search anything above or beside that folder, and a read outside it is to be recorded and named to you when the work is delivered. Those reads happen on your machine. WarmLoop does not receive the files your assistant reads, only what your assistant sends in a request to the Service, such as a search, a passage sent to be checked or a document you choose to publish as a Record.
When your assistant organizes a matter's documents with the method WarmLoop serves, it acts on your machine at your direction: it is to move your files only after asking you, to delete without asking only the copies the organizing run itself made, once each is shown by its hash to be identical to a file that is kept, and to list those it deleted in the folder's index; it is never to delete a file you placed.
Where you tell your assistant, when a piece of work starts, that it is to run unattended, the method WarmLoop serves has your assistant take the recommended answer to each question it would otherwise put to you and list those answers first when it delivers the work, and run rounds beyond those planned for the work, to correct findings that must be fixed, without asking you only if you said yes to that when the work started, and only until the time you stated.
2.5 The Service depends on what WarmLoop's corpus holds. The corpus is not a complete record of Canadian law. Coverage varies by jurisdiction, by court and by date, and a decision or enactment may be absent, out of date or held in an unofficial form.
2.6 Texts served through the Service are unofficial versions. They are not authoritative, and you must consult the official source before relying on the text of a decision or an enactment.
2.7 Early access and access controls. The Service is in early access. WarmLoop may limit sign-up to email addresses or email domains it has approved, and may restrict access to the Service, or to a part of it, by network address or by the country from which a request comes. At the date of this version, the sign-in and account pages accept requests only from Canada or from the network addresses WarmLoop uses to administer the Service, and limit the number of requests from any one address. A Record can be opened only from a network address WarmLoop has approved, as clause 3.6 provides. The Service's connection for AI assistants accepts requests only from the AI-assistant vendors whose hosted connections WarmLoop supports and from network addresses WarmLoop has approved for that purpose, so an assistant that runs on your own computer can connect only from such an address. An invitation to an organization account under clause 6.7 is WarmLoop's approval of the invited email address for sign-up. It is not an approval of a network address, which WarmLoop gives or refuses itself. Features may be added, changed or withdrawn while the Service is in early access.
3. Records: hosting and publishing your documents
3.1 The Service can publish a document you author, together with the exhibits it cites, as a hosted, machine-checked record at https://record.warmloop.com (a "Record"). Publishing is available to each Authorized User, under the account of which that user is an Authorized User, and is included in the subscription unless WarmLoop publishes a separate charge for it.
3.2 Publishing a Record is a legal act by the Customer, not by WarmLoop. WarmLoop does not review, approve or endorse a Record or an exhibit, and it accesses the content of a Record or an exhibit only so far as is needed to operate, secure, support and troubleshoot the Service, to act on a notice under clause 3.8, or where the law requires. What WarmLoop checks is mechanical: that cited cases resolve and exist in the corpus, that cited paragraphs and quoted passages are located where the document says they are, and that quoted evidence passages are located in the exhibits supplied. That checking is not legal review, not a statement that a proposition is supported, and not a representation about the merits. A quotation from rights material (section 27) is checked only where the author was permitted to read that material when the Record was published. Otherwise it is not checked, and WarmLoop's checking of the Record does not cover it.
3.3 Licence. You keep all rights in the documents and exhibits you publish. You grant WarmLoop a non-exclusive, royalty-free licence to store, copy, scan, convert, index and display those documents and exhibits, and to create and serve a viewing copy of an exhibit, only so far as is needed to produce, verify, store and serve your Records to the readers you approve and to keep the audit trail those Records carry.
3.4 What you warrant when you publish. By publishing a Record you warrant that you have the right to upload, store and share every document it contains with every reader you grant access to, and that doing so does not breach a sealing order, a publication ban, a statutory confidentiality provision, the implied undertaking rule, an obligation of confidence, privacy law or any third-party right.
3.5 Prohibited content. You must not publish, and must not upload as an exhibit, anything that is unlawful, that you have no right to publish, that contains malicious code, that identifies a person protected by a publication ban or a statutory confidentiality provision, or that breaches an order of a court or tribunal. The Record store is not general file storage: a document is accepted only as an exhibit cited by a Record.
3.6 Restricted by default, and public mode. A Record is readable only by its author and by the readers its author names, by email address, by email domain or by reference to WarmLoop's list of court email domains, each of them proving control of an email address with a one-time code sent to it. A Record belongs to the account under which it was published. Only the owner of that account and, for an organization account, its administrators may elect to make the Record public or return it to restricted access. Its readers may be named or removed by the Authorized User who published it (its "author"), by the owner of the account and by the administrators of an organization account, and the same three decide a request for access to it. On an individual account the owner and the author are the same person. Every Authorized User of an organization account can list that account's Records and their readers through the Service. On the Records page of the Service, the owner and the administrators see every Record of the account and a member sees only the Records he or she published. Another Authorized User can read a Record in the record viewer only as a reader named for it. Where the owner or an administrator elects to make a Record public, anyone with the address can read the Record and every exhibit it cites, with no email gate. That election is the Customer's decision and the Customer's act. While WarmLoop restricts access to Records by network address under clause 2.7, as it does at the date of this version, a Record, whether restricted or public, can be opened only from a network address WarmLoop has approved, and the Customer may ask WarmLoop at info@warmloop.com to approve the address of a reader. WarmLoop records views of a Record, whether restricted or public, with the network address and browser identification of the viewer and, for a restricted Record, the email address the reader proved, but it does not record the identity of a viewer of a public Record. Returning a Record to restricted access does not recall a copy made while it was public.
3.7 Readers. A reader you grant access to needs no account, and reading a Record does not make anyone an Authorized User. A reader may read the Record and its exhibits for the purpose you granted access for, and must not redistribute them beyond that purpose, share a one-time code or attempt to defeat the access control. You are responsible for telling your readers what they may do with a Record you send them.
3.8 Takedown on notice. WarmLoop may restrict access to a Record or a hosted document, without notice, on receipt of a notice that credibly asserts a breach of clause 3.4 or 3.5, an infringement of rights, or an order of a court or tribunal. WarmLoop will tell the Customer that it has done so and will consider the Customer's response, and it will comply with any order of a court or tribunal.
3.9 Retention and removal. A Record and each hosted document is kept until it is removed, and does not expire on its own. On the Records page of the Service, the owner and the administrators of an organization account may delete any Record of the account, and an Authorized User may delete a Record he or she published. From the moment a Record is deleted no one can read it, and 30 days later its text, the exhibits it cites that no other Record of the account cites, and its list of readers are erased. Until then WarmLoop restores a deleted Record, with its readers, as a restricted Record, at the written request of the owner of the account. A request to remove a Record, a version or an exhibit may also be made to info@warmloop.com, and WarmLoop will act on it within 30 days, except so far as it must keep information by law. Removal does not recall a copy a reader has already made. A Record's access log, the record of the one-time codes sent to its readers and the requests made for access to it are kept for 6 months after the Record is erased and are then deleted, and the audit entries and other records about a Record are kept, as clause 10.5 provides. Where a publication fails, or stops short of publishing because the checks found a problem, WarmLoop keeps the text submitted for it and the exhibits already uploaded for it, other than an infected one, with no set period, and it keeps the planned title and matter reference of a Record that was never published; the text submitted for a trial run, and a publication plan that is never carried out, are deleted about 2 hours after they are made. A request for access to, correction of or deletion of personal information is made under clause 10.10 instead.
3.10 Keep your own copy. A Record is a hosted, verifiable copy of a document you already hold. It is not your file, your system of record or a backup, and you must keep your own copy of everything you publish.
3.11 Rights material in a Record. A Record may quote or reproduce rights material (section 27) that its author was permitted to read, within what the licence under which the author read it, or fair dealing, allows. Where a Record cites rights material, the Record links to the publisher's own public source where WarmLoop holds one, and WarmLoop does not serve its own copy of the rights material to a reader. Whether the licence permits the quotation, and its disclosure to every reader of the Record, is the Customer's responsibility under clauses 3.4, 3.5 and 27.12, and clause 17.1 applies to it. The Customer must not make public a Record that reproduces more than a short extract of rights material. WarmLoop does not refuse or remove a Record only because it quotes rights material within what the licence or fair dealing allows, or because the author's permission ends after the Record is published. Clause 3.8 applies to a notice from a licensor or other rights holder, and WarmLoop will act on such a notice about a Record within 10 business days after it receives it.
4. Eligibility, and what you represent
4.1 The Service is sold only for business, professional or governmental use. It is available to law firms, lawyers, in-house legal departments, businesses and government bodies, and it is not offered to an individual for personal, family or household purposes.
4.2 The Service is offered only to customers located in Canada, and it is not offered in Quebec. A person or entity located in Quebec may not subscribe to or use the Service.
4.3 By accepting the Terms you represent, and you repeat each time you use the Service, that:
- you subscribe and use the Service for business, professional or governmental purposes and not for personal, family or household purposes;
- you are located in Canada and are not located in Quebec; and
- the information you give WarmLoop about your identity, your organization and your billing contact is accurate, and you will keep it current.
4.4 WarmLoop relies on these representations in setting its prices and in agreeing to the allocation of risk in sections 15, 16 and 17.
4.5 If, despite clause 4.1, you are a consumer within the meaning of consumer protection legislation that applies to you, nothing in the Terms limits a right, benefit or protection that legislation gives you and that cannot be waived by agreement. In that case the arbitration agreement and the class waiver in section 23 do not apply to you except so far as that legislation permits, and you may bring a claim in the manner that legislation allows.
5. How these Terms are accepted
5.1 You accept the Terms by clicking the button marked to that effect on the acceptance page shown when you connect to or sign in to the Service, and by continuing to use the Service after that.
5.2 Clicking to accept forms a binding contract on the Terms whether or not you have read them. Saskatchewan law provides that an offer or an acceptance may be expressed by an action in electronic form, including clicking on an appropriately designated icon or place on a computer screen, and that a contract is not denied legal effect or enforceability solely by reason that information or a document in electronic form was used in its formation.
5.3 The individual who accepts does so personally as an Authorized User. An individual who accepts when creating an individual account, or who is or becomes the owner of an organization account, also accepts on behalf of the Customer, represents that he or she has authority to bind the Customer, and the Customer is bound accordingly. An individual who joins an organization account by invitation accepts personally, and the Customer is bound in respect of that individual by the invitation, as clause 6.8 provides.
5.4 The Customer is the contracting party. The Customer is responsible for the acts and omissions of each of its Authorized Users under the Terms as if they were the Customer's own, including their compliance with sections 7, 8 and 9.
5.5 WarmLoop records each acceptance: the accepting user, the version accepted, the time and the network address from which it was accepted. The text of each version is kept as clause 26.2 provides, so that the version a record of acceptance identifies can be reproduced. WarmLoop will give the Customer a copy of the version it accepted on request to info@warmloop.com.
5.6 A change to the Terms is dealt with under section 13. WarmLoop may present a changed version for acceptance the next time an Authorized User authorizes a connection to the Service, signs in to the account pages or goes to checkout, and may require that acceptance before allowing further use of the Service. Whether it does so for a particular change is for WarmLoop to decide. WarmLoop does not ask an Authorized User who has accepted version 2026-09-28 or a later version to accept this version, 2026-10-04, in that way. A connection that has already been authorized may continue, for as long as it stays in use, without a changed version being presented to its user. An acceptance given when a changed version is presented binds the Authorized User who gives it, and the Customer as clause 5.3 provides, from the time it is given, despite clause 13.3. Otherwise a change takes effect against the Customer as clause 13.3 provides, and not before the notice that clause requires has been given and its notice period has ended. Either way, the Customer may cancel because of the change, with the refund clause 13.4 provides, until that notice period has ended. An Authorized User who creates an account accepts the version current at that time.
5.7 Where the Service offers a facility whose use is governed by a provision of the Terms, such as an invitation under clause 6.7 or a certification under section 27, WarmLoop may ask the Authorized User who uses it to accept that provision, a statement made under it, or the current version of the Terms, expressly at that time. That acceptance binds the Customer from the time it is given, whether or not a change to the Terms that introduced the provision has yet taken effect against the Customer under clause 13.3. This clause does not give an Authorized User authority to bind the Customer that he or she would not otherwise have.
6. Accounts, Authorized Users, credentials and devices
6.1 Individual and organization accounts. An account is either an individual account or an organization account. An individual account has one Authorized User, who holds it and is its owner. An organization account is an account under which more than one Authorized User may use the Service, each in a seat of that account. When an individual signs in for the first time with an email address WarmLoop has approved, using one of the sign-in methods the Service offers, an individual account is created for that individual. Where an invitation under clause 6.7 is open for that address when the individual first signs in, he or she instead becomes an Authorized User of the organization account that sent it, in the role the invitation offers. WarmLoop sets up an organization account, or converts an individual account into one, at the Customer's request or through a facility the Service provides.
6.2 Owner, administrators and members. Each organization account has one owner, shown in the Service as its owner or account holder. The owner is the Authorized User who held the account when it became an organization account, or the Authorized User to whom WarmLoop has transferred it. Every other Authorized User of an organization account is either an administrator or a member. The owner and each administrator may, within the seats the Customer subscribes to, invite individuals to become Authorized Users of the organization account, give each of them the role of administrator or member and change that role, remove them, change the number of seats under clause 11.8, and certify rights under section 27. A member uses the Service and does not manage the account. The owner cannot be removed through the Service. WarmLoop transfers ownership of an organization account on the Customer's written request to info@warmloop.com, and may ask for evidence of the Customer's authority before it does so.
6.3 Credentials are personal to the Authorized User they are issued to. Sharing credentials, or allowing anyone other than the Authorized User to use them, is prohibited and is a cause for suspension or termination under section 18.
6.4 An Authorized User may connect a limited number of devices, and the Service permits only one connected device to make requests at a time. WarmLoop sets those numbers and the idle period after which another device becomes active, and may change them under section 13. The number of devices an Authorized User may connect is shown in the account portal, and clause 7.1 governs how the Customer learns the other limits in force. A request from a device that is not the active one is refused with an error.
6.5 The Customer must keep credentials confidential, must tell WarmLoop promptly at info@warmloop.com if it believes a credential has been compromised, and is responsible for everything done under its account, whether or not it authorized it.
6.6 WarmLoop may revoke a connection or disable an account where it is necessary to protect the Service, its users or a third party, or where section 18 applies.
6.7 Invitations. The owner or an administrator of an organization account invites an individual by entering that individual's email address and role in the Service. WarmLoop then sends an invitation by email to that address, at the request of the owner or administrator who sent it, naming him or her. The owner or an administrator may invite only an individual who is a partner, employee or contractor of the Customer, and inviting an individual is a representation that he or she is. An invitation can be used once, expires 7 days after it is sent, and may be revoked or sent again, and sending it again replaces the earlier invitation. An invitation is WarmLoop's approval of the invited address for sign-up to the organization account, and no other approval of that address is needed. WarmLoop may nonetheless refuse or disable an account, and it continues to decide which network addresses may reach the Service, as clause 2.7 provides. An invitation cannot be accepted while accepting it would make the number of Authorized Users of the organization account who have not been removed greater than the number of its seats.
6.8 The authority of the owner and administrators. Each time the owner or an administrator invites, changes or removes an Authorized User, changes the number of seats, cancels the subscription, or makes, changes or revokes a certification, he or she represents and warrants, personally and on behalf of the Customer, that he or she is authorized by the Customer to do so. The Customer is bound by what the owner and its administrators do through the Service, and WarmLoop may rely on it without inquiry.
6.9 The Customer's responsibility for an organization account. The Customer is responsible for its choice of owner and administrators, for the individuals it invites and the roles it gives them, and for removing an Authorized User promptly when that individual ceases to be entitled to use the Service on its behalf. Clause 5.4 applies to each Authorized User of an organization account.
6.10 Removing an Authorized User. When the owner or an administrator removes an Authorized User, that user's account is disabled, the user's connections are revoked, and the seat becomes available for another Authorized User. Removing an Authorized User does not reduce the number of seats, which is changed only under clause 11.8. Records the removed user published remain Records of the organization account, as clause 3.6 provides.
6.11 Joining an organization account from an individual account. An Authorized User who holds an individual account and accepts an invitation to an organization account moves to the organization account when he or she confirms the move in the Service. On the move:
- the individual account's subscription is cancelled with effect at the end of its current billing period, and clause 12.1 applies to that cancellation;
- the Records published under the individual account stay with that account and are not moved to the organization account, they remain readable by the readers named for them, and the user can no longer list or manage them through the Service; and
- a request about those Records, including a request to remove one, is made to info@warmloop.com under clause 3.9.
Except as clause 6.12 provides, WarmLoop does not move a Record from one account to another.
6.12 Merging two accounts. When two Customers that use the Service combine, WarmLoop may, at the written request of the owners of both accounts, move the Authorized Users and the Records of one account into the other. Each Record keeps its author, its address, its readers and its history, and the owner of the receiving account stays its owner. WarmLoop does not undo a merge. An account with a paid subscription, including a trial, is not merged into another until its subscription has ended.
7. Acceptable use and fair use
7.1 WarmLoop sets and may change the usage limits that apply to the Service, and enforces them technically as well as contractually. Those limits may include a number of requests in a period, a number of requests in flight at once, a number of full documents retrieved in a day, a number of connected devices, a size limit on an upload and a size limit on a response. WarmLoop will tell the Customer the limits in force on request to info@warmloop.com, and may publish them with the Service. Where a result returned by the Service reports a count against an allowance, that count is operational information about the configuration then running and is not a statement of the limit the Customer is entitled to. The limits are runaway guards. They are not a service level, a quota you are entitled to consume, or a promise about capacity.
7.2 Where a limit is reached, the Service may refuse, delay or throttle a request. Depending on the limit, the refusal is returned as a rejected request or as an error in the response to the tool call.
7.3 The Service is licensed for interactive legal research by an Authorized User in the Customer's own practice or business. Systematic extraction is prohibited. You must not, and must not permit anyone to:
- bulk download, scrape, crawl or otherwise systematically extract the corpus, the guidance content, the templates or the verification results;
- reconstruct or attempt to reconstruct the corpus or any substantial part of it, or redistribute retrieved material as a dataset;
- use the Service, or anything retrieved or generated through it, to build, train, fine-tune, evaluate or improve a legal research product, a competing service or a machine-learning model;
- resell, sublicense, rent or otherwise make the Service available to anyone who is not an Authorized User;
- circumvent or attempt to circumvent authentication, a usage limit, a device rule, a reader restriction or a network restriction, or probe the Service for vulnerabilities without WarmLoop's written agreement; or
- use the Service unlawfully, to harass, defraud or mislead anyone, or to send unsolicited commercial messages.
The prohibition on permitting anyone to use retrieved material to train a machine-learning model applies to the vendor of your AI assistant, through which everything the Service returns passes (clause 10.8), in this way: where the assistant offers a setting that prevents the vendor from training models on your conversations, you must use it, and you must not otherwise permit or enable the vendor to train a model on material retrieved from the Service; where the assistant offers no such setting, the vendor's use of your conversations under your agreement with it is not a breach of this clause by you. That last exception does not apply to rights material (section 27): an Authorized User may retrieve rights material only through an assistant whose vendor does not train models on the user's conversations, or with that training turned off.
7.4 Authentication, credentials, usage limits, device rules and reader restrictions are technological measures that control access to the Service. Circumventing them is a breach of the Terms.
7.5 Retrieved material may be used in the Customer's own legal or business work, including in memoranda, opinions, correspondence, facta and filings, and may be disclosed to the Customer's own client and to a court or tribunal in the ordinary course of that work. What is prohibited is extraction and redistribution at the scale described in clause 7.3. Rights material may be used and disclosed in that way only so far as the licence under which the Authorized User is permitted to read it allows, as clause 27.12 provides, and where that licence is narrower than this clause, the licence governs.
7.6 WarmLoop exercises its rights under this section to protect the availability and integrity of the Service, to allocate capacity fairly among users, to protect the corpus and WarmLoop's rights in it, to prevent abuse and unlawful use, and to comply with law.
8. Professional responsibility, and your duty to verify
8.1 The Service is a research tool. It is not legal advice, it creates no solicitor-client relationship, and WarmLoop is not a law firm and does not practise law or provide legal services. The Service provides information of a general nature about the law and legal procedures, and the results of searching and checking public legal materials. It does not apply legal principles or judgment to any person's circumstances or objectives. It does not select, recommend or advise on the authority that governs a matter, it does not assess the merits of a matter or of a position, and nothing it returns is advice on any matter.
8.2 Output may be incomplete, out of date or wrong. The Authorized User who uses an output, and the Customer, remain responsible for verifying every authority, citation, quotation, pinpoint, paragraph number and treatment signal against an official or otherwise authoritative source before relying on it, filing it or sending it to anyone. That responsibility is the professional responsibility of the lawyer or other professional who signs or relies on the document, and it is not reduced by anything the Service reports.
8.3 The Service's verification features, including citation checking and stored treatment analysis, are aids. They reduce the work of verification; they do not discharge it, and they are not themselves authoritative sources. A verification result is a statement about what WarmLoop's corpus holds and what WarmLoop could locate in it, and it is not a statement that an authority is good law or that a proposition is supported.
8.4 You must comply with every practice directive, rule and professional obligation that applies to your use of artificial-intelligence tools in a proceeding, including the Court of King's Bench for Saskatchewan's practice directive on artificial intelligence and any equivalent in another forum, and including any obligation to verify or to disclose.
8.5 WarmLoop's undertaking is limited to what these Terms describe: retrieving, indexing and reporting on public legal materials for the Authorized User's own research, as a starting point for that user's own professional verification and judgment. WarmLoop undertakes no responsibility to the Customer's clients, to opposing parties, to courts or tribunals, or to any other third party, and no such person may rely on an output of the Service. Outputs are provided for the Authorized User's own use in the Customer's own practice or business.
8.6 WarmLoop does not hold itself out, and the Service must not be described, as a lawyer, barrister, solicitor or attorney, or as providing legal services.
9. Restricted material and publication bans
9.1 The corpus holds only material that its sources publish. WarmLoop keeps a stored list of decisions it has identified as subject to a publication restriction. Where a decision is on that list, the Service serves metadata about it without its text, or serves nothing at all. That answer depends on the list being available to the Service and on the decision being on it; where it is not, the Service answers as it does for a decision it does not hold.
9.2 WarmLoop does not warrant that it detects every restricted decision, every publication ban or every identifying detail. Many bans, including those under the Youth Criminal Justice Act and under provincial legislation protecting children and victims, operate by force of statute without any order appearing in the record, and a style of cause can itself identify a protected person. Metadata is not automatically safe to publish.
9.3 You are responsible for checking, before you publish, repeat, quote or file anything obtained through the Service, whether it is subject to a publication ban, a sealing order, a statutory confidentiality provision or an anonymization requirement, and for complying with it.
9.4 This section concerns decisions restricted by a court, a tribunal or statute. Rights material, which publishers license, is dealt with in section 27. Case law is not rights material.
10. Your content, and what WarmLoop does with data
10.1 "Your content" means the queries and instructions sent to the Service through your assistant, the documents, exhibits and reader lists you submit to Records, the feedback you choose to send, the certifications made for you under section 27 and any evidence of rights you give WarmLoop with them, and your account and billing information. You keep all rights in your content.
10.2 You grant WarmLoop a non-exclusive licence to store, process, copy and display your content only so far as is needed to provide the Service to you, to secure and support it, to bill for it, and to comply with law.
10.3 WarmLoop does not use your content to train or fine-tune artificial-intelligence models. Where WarmLoop records a detailed trace of a search for the purpose of improving retrieval, it does so only for its own development accounts, which are not Customer accounts. WarmLoop does not use the text of a search or research query you send ("query text") to develop the Service, and does not send it to an artificial-intelligence tool outside Canada. Feedback you choose to send is dealt with under clause 10.6. WarmLoop does not use rights material (section 27) to train or fine-tune artificial-intelligence models, and does not permit a service provider to do so.
10.4 Research queries. Query text is stored with the identifier of the Authorized User who sent it, together with the time, the surface used and operational measurements. Query text is deleted from the query log 30 days after it is recorded. WarmLoop stopped copying the query log into its backups on September 28, 2026. Query text recorded up to that day can remain for a further period, of about 12 months, in WarmLoop's encrypted backups: those backups keep a copy for each of the last 12 months in which a backup drive was used, and that schedule is applied to a drive when it is connected, so a drive connected less often than once a month can hold an older copy. The request logs of WarmLoop's corpus server record the address of each search, citation lookup and document request. Up to September 28, 2026 they recorded the whole address: for some kinds of search that address includes the search text, and for a citation lookup or a document request it includes the citation looked up and any passage sent to be located. Since then they record the address without its query string, which keeps the citation looked up or the document requested but leaves out the search text and any passage. A citation looked up and a passage sent to be located are not query text. Those logs are deleted no later than 12 months after they are written, except so far as WarmLoop must keep them because of a request for access to personal information. Where a citation you look up resolves to a held decision, the form of the citation you sent may be kept as a permanent alias for that decision.
10.5 Records that are kept indefinitely, and records about readers. Account records, linked sign-in methods, approvals of email addresses for sign-up, the records of organization accounts, of invitations and of changes to Authorized Users, roles and seats, the records of certifications and grants described in clause 27.9, device and connection records, usage counts by user, tool and day, subscription records, terms acceptances, the administrative audit log, and, for each published Record, the record of each change between restricted and public access with the reason given for it, are kept for as long as WarmLoop operates the Service, and are not purged on a schedule. The record of each authorization attempt is deleted about 31 days after the attempt is made. For each published Record, its access log, which records each view, each exhibit opened, each attempt to open the Record, including by an email address that is refused, and each change to its readers or its access, with the time and, where available, the email address entered or proven, the network address and the browser identification, together with the record of the one-time codes sent to its readers and the requests made for access to it, is kept while the Record is kept and for 6 months after the Record is erased (clause 3.9), and is then deleted. The access log of a Record is part of that Record's audit trail and is available to the Customer.
10.6 Feedback. Feedback you choose to send is kept indefinitely, as it was sent. WarmLoop reviews it and uses it to evaluate and improve the retrieval quality of the Service, including by deriving test queries from it. WarmLoop reviews feedback as it was sent using the artificial-intelligence development tools described in clause 10.7, which send what they read to a model Anthropic hosts outside Canada, and keeps summaries of feedback, its records of its review and the test queries it derives from feedback in private code repositories hosted by GitHub, as clause 10.7 describes. Do not put client-confidential or privileged information in feedback.
10.7 Where your content is processed. WarmLoop's web application, the load balancer and firewall in front of it, its database, the Record store, its identity service and its outbound email run in Canada, in Amazon Web Services' Canadian regions, and currently in the Canada (Central) region. The corpus, its search indexes, the query embedder and the query log run on WarmLoop's own server in Saskatchewan. The text of each search or research query, with candidate passages, is also sent to a reranking model hosted by Amazon Web Services in its Canada (Central) region. Payment processing is carried out by Stripe, and sign-in may involve Google or Microsoft, each under its own terms and in locations WarmLoop does not control. WarmLoop's encrypted backup media are rotated off its premises. WarmLoop also uses these providers, each under its own terms and in locations WarmLoop does not control, some of them outside Canada:
- Anthropic provides the artificial-intelligence development tools WarmLoop itself uses to develop and support the Service; those tools run on WarmLoop's own computers and servers, where your content is held, and send what they read to an artificial-intelligence model that Anthropic hosts outside Canada; through them Anthropic processes feedback as it was sent and any other content of yours that WarmLoop examines in that work, which WarmLoop examines only as clause 10.2 permits and which does not include your query text (clause 10.3); and when WarmLoop runs those tools with Anthropic's Remote Control feature connected, which is its standing practice, the transcript of the session, which can include that content, is also stored on Anthropic's servers;
- GitHub hosts WarmLoop's private code repositories, including the summaries of feedback, the records of WarmLoop's review of feedback and the test queries WarmLoop derives from feedback;
- Microsoft hosts WarmLoop's mailboxes through Microsoft 365, and so holds the email you send to WarmLoop; and
- Cloudflare provides the domain name service for warmloop.com and delivers the website at https://warmloop.com, and receives the requests of the website's visitors; it also delivers the files a guided setup downloads under clause 2.4, and WarmLoop's signed release record against which they are checked, and receives those requests, but no other request to the Service and no request to Records.
10.8 Your own AI assistant. Every query you send and every result the Service returns, including the full text of documents and the content of Records, passes through the artificial-intelligence assistant and the vendor you have chosen. That vendor handles them under your agreement with it and outside WarmLoop's control. That includes rights material an Authorized User is permitted to read, and where the permission comes from a certification, the certification warrants that the Customer's rights allow it (clause 27.5). WarmLoop is not responsible for what your assistant or its vendor does with them, and you are responsible for satisfying yourself that using that assistant is consistent with your own confidentiality and privacy obligations.
10.9 Privacy. WarmLoop handles personal information in accordance with the Personal Information Protection and Electronic Documents Act, and describes how it does so in the Privacy Policy at https://warmloop.com/privacy. WarmLoop's privacy officer is the Privacy Officer, WarmLoop Ltd., who can be reached at privacy@warmloop.com or by mail at the registered office stated in clause 1.1. Where the Customer submits material containing personal information about its own clients or about third parties, the Customer is the custodian of that information and WarmLoop processes it on the Customer's instructions; a request from such a person for access or correction should be directed to the Customer, and WarmLoop will assist the Customer in responding.
10.10 The Service does not at present provide a self-service function to export or delete an account or its data. A request for access to, correction of or deletion of personal information is made to the Privacy Officer, WarmLoop Ltd., at privacy@warmloop.com or by mail at the registered office stated in clause 1.1, and WarmLoop will respond within 30 days after it receives the request, subject to what it must keep by law and to clause 10.5. For a request for access or correction, WarmLoop may extend that time where the Personal Information Protection and Electronic Documents Act permits it to do so, by up to a further 30 days where meeting the time limit would unreasonably interfere with WarmLoop's activities or the consultations needed to respond would make it impracticable, or for as long as is needed to convert the information into an alternative format. If it extends the time, it will tell the person who made the request, within the first 30 days, of the new time limit, the reasons for the extension and their right to complain to the Privacy Commissioner of Canada about the extension. A Record is deleted, or a request to remove a Record or a hosted document is made, under clause 3.9 instead, and WarmLoop will act on such a request within 30 days.
10.11 Breach notification. Where a breach of WarmLoop's security safeguards involving personal information under its control creates a real risk of significant harm to an individual, WarmLoop will report it to the Privacy Commissioner of Canada and notify the individual as soon as feasible, as the Personal Information Protection and Electronic Documents Act requires, and will notify the Customer where the information is in the Customer's content.
10.12 Accepting the Terms is not consent to receive marketing messages. WarmLoop will send legal, account, billing, security and service notices to the account address. Any marketing message will be sent only with a separate consent, which you may withdraw.
11. Fees, taxes and payment
11.1 The Service is licensed on a subscription, in Canadian dollars, on the plan chosen at checkout: the monthly plan, payable monthly in advance, or, where WarmLoop offers it, the annual plan, payable yearly in advance for a term of 12 months. The billing period is a month on the monthly plan and a year on the annual plan. A Customer that wants to move its subscription from one plan to the other writes to info@warmloop.com. A subscription covers one account. The subscription of an individual account covers its one Authorized User. The subscription of an organization account is for a number of seats, the fee is charged for each seat, and the number of Authorized Users of the organization account who have not been removed may not be greater than the number of seats. The fee is the amount published or shown to you at checkout for the plan chosen when the subscription is purchased, and it is charged to the payment method you provide.
11.2 Payments are processed by Stripe. Card details are entered on Stripe's payment page and held by Stripe, and do not reach WarmLoop's systems. The owner or an administrator authorizes the charges on WarmLoop's own review page, before Stripe's payment page, and Stripe saves the card at the first payment for the charges that follow. By that authorization the Customer authorizes WarmLoop to charge that card until the subscription is cancelled: for each billing period, the number of seats on the day of the charge times the fee per seat, plus tax; for seats added during a period, as clause 11.8 provides; again after a charge fails, as clause 11.5 provides; and, where the owner or an administrator gives a new card on the Organization page, that card for the same charges, including at once for a renewal then unpaid. WarmLoop keeps a record of the authorization, with the words shown, who gave it, when, and the version of the Terms in force, and issues an invoice for each charge. Where the card's bank asks for the cardholder to confirm a charge, WarmLoop does not make that charge automatically and does not try it again automatically: the owner or an administrator may confirm that payment on the Organization page, for a renewal until 30 days after its first failed attempt, and for added seats within one hour, after which those seats are not added and nothing is owed for them. Where WarmLoop provides an account without charge under clause 11.7, its card is not charged again, and its subscription ends at the end of the period already paid for.
11.3 Fees exclude goods and services tax, provincial sales tax and any other tax. WarmLoop will add and collect a tax where it is required to do so, and the Customer is responsible for any tax it is itself required to self-assess or remit. When WarmLoop asks for a billing address at checkout, it chooses the tax it adds by the province or territory of that address, and the Customer keeps that address accurate and tells WarmLoop of any change to it by writing to info@warmloop.com. WarmLoop charges a provincial sales tax from the date its registration for that tax takes effect, including before it has received its registration number, and shows the number on its invoices once it holds it.
11.4 The subscription renews automatically at the end of each billing period, for another month on the monthly plan or another year on the annual plan, and the payment method is charged again, until it is cancelled under section 12.
11.5 The fee for a renewal is owed only when its charge succeeds. If the charge for a renewal fails, WarmLoop tries the same card again 1, 3, 5 and 7 days after the first failed attempt, and tells the owner and the administrators by email. A charge that waits for the cardholder's confirmation under clause 11.2 counts as a failed charge for this clause. WarmLoop suspends access to the Service 7 days after the first failed attempt if the renewal is still unpaid. If it is still unpaid 30 days after the first failed attempt, the subscription ends, and nothing is owed for the unpaid period.
11.6 WarmLoop does not charge interest on an overdue amount. Its remedy for non-payment is suspension under clause 11.5, termination under section 18 and recovery of the amount owing.
11.7 Some accounts are provided without charge. Where WarmLoop confirms in writing that an account is provided without charge, no fee is payable for it, and the rest of the Terms apply to it in full. The number of seats of an organization account provided without charge is the number WarmLoop sets, and it cannot be changed through the Service.
11.8 Changing the number of seats. The owner or an administrator of an organization account may increase or reduce the number of seats on the Organization page, but not below the number of Authorized Users of the account who have not been removed. Seats added are added when the change is made and are charged to the saved card at once, for the rest of the current billing period in proportion to the time left, plus tax. Where that charge would be under $0.50, the seats are added without a charge, and the amount is added to the next charge for a billing period and shown on its invoice, and is never charged if the subscription ends first. A reduction takes effect at the end of the current billing period, with no credit and no refund for the seats removed. Only the owner or an administrator of an organization account may manage its subscription, its card or its seats.
11.9 Customers relieved of tax. A Customer that is a band within the meaning of the Indian Act may certify, through an authorized officer, at signup or later on the Organization page, the facts set out in the declaration WarmLoop shows for that purpose. While the certification is in force, WarmLoop charges the Customer no goods and services tax, harmonized sales tax or provincial sales tax on the Service. WarmLoop may hold a certification for its own review, and charge the tax meanwhile, where it cannot confirm the treatment that applies; it asks the Customer to confirm the certification once a year; and a change of the Customer's billing name or address ends the relief until the Customer certifies again. Where WarmLoop approves it, tax charged on charges made in the two years before a certification is refunded by credit note. A Customer that claims relief from tax, by a certification or otherwise, warrants that it has the status it claims and that the facts it gives are true, will tell WarmLoop within 30 days if any of them changes, and will indemnify WarmLoop for any tax, interest and penalty assessed against WarmLoop because the claim was wrong, and WarmLoop may then charge the Customer the tax it did not charge. Any other written claim of exemption is kept for WarmLoop's review and does not by itself relieve the Customer of tax.
12. Cancellation, refunds and withdrawal of the Service
12.1 You may cancel at any time. Cancellation takes effect at the end of the billing period you have already paid for, which on the annual plan is the end of the paid year, and there is no refund of a part of that period except where clause 13.4 or clause 21.2 applies. Cancellation is made on the Organization page of the Service or by written notice to info@warmloop.com, and while the charge for a renewal is unpaid it is made by written notice to info@warmloop.com. For an organization account, cancellation is made by its owner or an administrator.
12.2 Access ends when the paid period ends.
12.3 If WarmLoop terminates the subscription without cause, or withdraws the Service or a material part of it, WarmLoop will refund, on a pro-rata basis, fees the Customer has paid for the part of the period that remains unused. A refund under this clause or clause 13.4 is made to the card that paid, in proportion to the time left in the period, with a credit note that shows the net amount and each tax refunded.
12.4 No refund is payable where WarmLoop terminates or suspends for cause under section 18.
13. Changes to these Terms, to prices and to the Service
13.1 WarmLoop may change these Terms, the fees, the usage limits and fair-use policies, the features of the Service, the assistants and clients it supports, and the Privacy Policy.
13.2 WarmLoop makes a change for one or more of these purposes and for no other: to comply with law or with a legal or regulatory requirement; to protect the security of the Service, its users or third parties, or to prevent abuse; to keep the Service stable and to allocate capacity fairly among users; to reflect a change in WarmLoop's own costs; to keep the fees, and the allocation of risk in sections 15, 16 and 17, aligned with the cost to WarmLoop of providing the Service, with the risk it bears in providing it, with the insurance available to it, and with a development in the law that bears on that risk; and to develop the Service by adding, changing or withdrawing a feature.
13.3 WarmLoop will give at least 30 days' notice, by email to the account email address, of a change to the Terms, of a change to a fee, and of a change to the Privacy Policy that materially reduces the protection given to the Customer's content or to personal information under WarmLoop's control, including the addition of a service provider to whom either may be disclosed under clause 20.2; and it will make the new text available. A change of any of those three kinds does not take effect against the Customer until that notice has been given and the notice period has ended. A change to a fee takes effect only from the first billing period that begins after the notice period ends; on the annual plan, that is the first renewal after the notice period ends, and the fee for a year already paid is not changed.
13.4 You may cancel before a change takes effect. If you cancel because of a change of which clause 13.3 requires notice, and you have prepaid for a period that extends past the effective date, WarmLoop will refund the unused part of that period on a pro-rata basis. Those are a change to the Terms, a change to a fee, and a change to the Privacy Policy that materially reduces the protection given to the Customer's content or to personal information under WarmLoop's control. This clause applies despite clause 12.1.
13.5 Continuing to use the Service after a change has taken effect under clause 13.3 is acceptance of it. WarmLoop may in addition present a change for acceptance, and an acceptance given then takes effect, as clause 5.6 provides.
13.6 A change does not apply retroactively. The version of the Terms in force when an event occurred governs a claim arising out of that event.
13.7 WarmLoop may change a usage limit or a fair-use policy on shorter notice, or without notice, where it is necessary to protect the availability, integrity or security of the Service. WarmLoop will restore normal limits when it can, and clause 7.1 governs how the Customer learns the limits in force.
14. Availability, maintenance and support
14.1 WarmLoop gives no uptime commitment and offers no service level agreement. The Service may be unavailable, in whole or in part, for maintenance, because of a failure or because of a dependency WarmLoop does not control.
14.2 Where result quality cannot be assured, for example where ranking is unavailable, the Service returns an error rather than a degraded result. That is deliberate.
14.3 WarmLoop will give notice of planned maintenance in the Service or by email where it is practicable to do so.
14.4 Support is by email to info@warmloop.com during Saskatchewan business hours. WarmLoop gives no commitment about response or resolution times.
14.5 WarmLoop may make an experimental or preview feature available and identify it as such. An experimental feature is provided as is, may be changed or withdrawn at any time without notice, and is outside clause 15.2. Sections 15, 16 and 17 apply to it in full.
15. Disclaimer of warranties
15.1 Except for clause 15.2, the Service is provided "as is" and "as available", and WarmLoop gives no warranty, condition or representation of any kind about it, express or implied, statutory or otherwise.
15.2 WarmLoop's only commitment about the Service is this: WarmLoop will provide the Service substantially as these Terms describe it, and will use commercially reasonable efforts to maintain it and to correct a material defect the Customer reports.
15.3 Without limiting clause 15.1, WarmLoop does not warrant and expressly disclaims, by name:
- the accuracy, completeness, currency or reliability of anything the Service returns, including the text of a decision or an enactment, a citation, a paragraph number, a quotation, a coverage statement, a treatment signal or a verification result;
- that the corpus is complete, current or free of error, or that any particular decision, enactment, rule or practice directive is held in it;
- that the Service will be available, uninterrupted, timely, secure or free of error, or that a defect will be corrected;
- merchantable quality, fitness for a particular purpose, durability, title and non-infringement; and
- any term implied by law or by trade usage that the Service will be provided with reasonable care and skill, which clause 15.2 replaces.
15.4 No advice or information, whether oral or written, obtained from WarmLoop or through the Service creates a warranty that is not stated in clause 15.2.
15.5 Nothing in this section excludes or limits a right or a warranty that cannot be excluded or limited by a law that applies to you and that cannot be varied by agreement.
16. Limitation of liability
16.1 This section limits what you can recover from WarmLoop. Read it before you accept. In plain terms: for most claims, the most you can recover from WarmLoop is the greater of the fees you paid in the two months before the claim arose and $500, and WarmLoop is not liable for your lost profits or lost billings at all.
16.2 The limits in this section apply to every claim arising out of or relating to the Service, a Record, an output, the Terms or their subject matter, however the claim is framed: in contract, in tort (including negligence, gross negligence, negligent misrepresentation and negligent performance of a service), in equity, for breach of a duty of care, for breach of statutory duty, under any statute, or on any other basis.
16.3 They apply to every subject matter, including an error, an omission, an inaccuracy, an incompleteness, a lack of currency, a decision or enactment not held, an incorrect citation, paragraph number, quotation, coverage statement, treatment signal or verification result, a failure to identify restricted material, the designation of a document as rights material or a failure to designate it, a refusal of access to rights material, the suspension or revocation of a grant or a certification, the content of a submitted copy, unavailability of the Service, loss of or damage to data, a security incident, and reliance on any output.
16.4 The general cap. WarmLoop's total aggregate liability for all claims to which this section applies is limited to the greater of (a) the fees the Customer paid to WarmLoop for the Service in the two months before the event that gave rise to the claim, and (b) $500. For a subscription on the annual plan, the fees paid in those two months are taken to be two twelfths of the yearly fee last paid before the event.
16.5 The higher cap for confidentiality and privacy claims. For a claim arising out of a breach by WarmLoop of section 20 or out of a breach of WarmLoop's security safeguards involving personal information under its control, WarmLoop's total aggregate liability is limited instead to the greater of (a) the fees the Customer paid to WarmLoop for the Service in the 12 months before the event that gave rise to the claim, and (b) $5,000.
16.6 One cap for all. The caps in clauses 16.4 and 16.5 are aggregate. All claims by the Customer and by all of its Authorized Users together are subject to a single cap, and the higher cap in clause 16.5 is not additional to the cap in clause 16.4 but replaces it for the claims it covers. Where a claim to which clause 16.5 applies is made together with a claim to which clause 16.4 applies, the cap in clause 16.5 is the single cap for all of those claims, and nothing further is recoverable under clause 16.4.
16.7 Excluded losses. WarmLoop is not liable for any of the following, whether the loss is direct or indirect and even if WarmLoop was told it was possible:
- lost profits, lost revenue, lost fees, lost billings, lost billable time or lost business;
- lost opportunity, lost savings or loss of goodwill or reputation;
- loss of, corruption of or inability to access data;
- wasted time, wasted expenditure or the cost of procuring a substitute service; and
- indirect, incidental, special, consequential, exemplary, aggravated or punitive damages.
WarmLoop is also not liable for a loss to the extent that the loss was caused by a failure to carry out the verification that section 8 requires.
16.8 What is outside the caps and the exclusions. Nothing in this section limits or excludes:
- WarmLoop's liability for fraud, fraudulent misrepresentation or wilful misconduct;
- the Customer's obligation to pay fees, or the Customer's obligations under section 17; or
- any liability that cannot be limited or excluded by a law that applies and that cannot be varied by agreement.
16.9 This allocation of risk is reflected in the price of the Service and is a fundamental part of the bargain between the parties. WarmLoop would not provide the Service at its price without it. It applies even if a limited remedy is found to have failed of its essential purpose.
16.10 Nothing in this section excludes or limits the duty of honest contractual performance, which the parties cannot exclude.
17. Your indemnity
17.1 You will indemnify WarmLoop against a third-party claim, and against the reasonable costs of defending one, that arises out of any of the following: your breach of section 7, 8 or 9; the content you publish to Records or upload as an exhibit, including a breach of clause 3.4, 3.5 or 3.11; your use of an output without the verification section 8 requires; your own legal or professional work and the advice you give your own clients; your use of the Service in breach of your professional obligations or of the law; and a certification made for you under section 27 that is or becomes inaccurate (for a claim by a licensor or other rights holder, only as clause 17.5 provides), or the access to or use of rights material by your Authorized Users beyond what its licence permits.
17.2 The indemnity does not extend to a claim to the extent it is caused by WarmLoop's own breach of the Terms, negligence or wilful misconduct.
17.3 WarmLoop will notify you promptly of a claim it seeks indemnity for, will not settle it in a way that admits your fault without your consent, and will give you reasonable cooperation at your expense. You may assume the defence of the claim with counsel reasonably acceptable to WarmLoop, and you must not settle it in a way that imposes an obligation on WarmLoop, or admits WarmLoop's fault, without WarmLoop's consent.
17.4 The indemnity is not subject to the caps in section 16.
17.5 Rights material. You will also indemnify WarmLoop against an amount it pays to a licensor or other rights holder, and against the reasonable costs of dealing with the licensor's claim or audit, to the extent the amount or cost arises out of a certification made for you under section 27 that is or becomes inaccurate. That amount may be damages, a settlement made with your consent, or a licence fee agreed with your consent, and you will not unreasonably withhold either consent. It is recoverable only so far as it is attributable to access or use under your account, apportioned on a reasonable basis that WarmLoop will explain to you in writing, and not so far as WarmLoop would have had to pay it if the certification had been accurate. You may deal with the licensor directly about access under your account, and WarmLoop will give you the information clause 27.13 allows it to give the licensor. Where a licensor or other rights holder claims against WarmLoop because a certification made for you is or becomes inaccurate, this clause, and not clause 17.1, sets what you indemnify WarmLoop against in respect of that claim. Clauses 17.2 to 17.4 apply to this indemnity, and it is not subject to the caps in section 16.
18. Suspension and termination, and what happens to your data: there is no export facility
18.1 The Terms apply for as long as the Customer holds an account or an Authorized User uses the Service.
18.2 WarmLoop may suspend or terminate an account, a connection or the subscription, in whole or in part, for cause, where:
- a fee is unpaid after the period in clause 11.5;
- section 7 or clause 6.3 is breached, including by systematic extraction, credential sharing or circumvention of a limit or an access control;
- the Service is used unlawfully, or in a way that creates a security risk or a risk to the Service or to other users;
- the Customer breaches clause 3.4 or 3.5;
- a certification made for the Customer under section 27 is inaccurate and the Customer does not revoke or correct it within the cure period in clause 18.3, or rights material is accessed or used under the Customer's account beyond what its licence permits; or
- the Customer is in material breach of any other provision of the Terms.
18.3 WarmLoop will give notice and a reasonable opportunity to cure, of at least 10 days, before terminating for cause, except where immediate suspension is necessary to protect the Service, its users, WarmLoop or a third party, or where the breach cannot be cured. Where WarmLoop suspends immediately, it will tell the Customer why and will consider the Customer's response.
18.4 WarmLoop may terminate the subscription without cause, or withdraw the Service, on 30 days' notice, with the refund clause 12.3 provides.
18.5 On termination, access to the Service ends and connections are revoked. There is no facility to export an account, its data or a Record, before or after termination, which is why clause 3.10 tells the Customer to keep its own copy. A request for access to, correction of or deletion of personal information is made under clause 10.10, to which WarmLoop will respond within the time that clause gives; a Record is deleted, or a request to remove a Record or a hosted document is made, under clause 3.9, and WarmLoop will act on such a request within 30 days. WarmLoop keeps the records described in clause 10.5.
18.6 Records published before termination remain readable by the readers the Customer granted access to, unless they were deleted under clause 3.9 before termination, the Customer asks in writing under clause 3.9 for them to be removed, or WarmLoop removes them under clause 3.8.
18.7 Sections 1, 8, 9, 10, 15, 16, 17, 19, 20, 21, 22, 23, 24, 25, 26, 27 and 28, clauses 3.2 to 3.11, clauses 6.8 and 6.11, clause 4.5, clause 5.5, clause 7.3, clauses 12.3 and 12.4, clauses 13.4 and 13.6, and clauses 18.5, 18.6 and 18.8, survive termination. So does any obligation to pay or to refund an amount, whether that obligation accrued before termination or accrues on termination or by reason of it. Clause 3.3 survives so far as is needed for WarmLoop to do what clauses 3.8, 3.9, 10.5 and 18.6 require of it after termination: to go on serving a Record published before termination to the readers the Customer approved, to hold a Record and its hosted documents until they are removed and to remove them as clause 3.9 provides, to restrict access to one as clause 3.8 provides, and to keep the access log and audit trail described in clause 10.5.
18.8 If WarmLoop withdraws the Service. Where WarmLoop withdraws the Service under clause 18.4, the notice it gives under that clause will state the date after which a Record will no longer be readable, and that date will be at least 30 days after the withdrawal takes effect. Until that date WarmLoop will keep each Record published before the notice readable by the readers the Customer approved, on the terms of clause 18.6. The Service provides no facility to export a Record, a version of one or an exhibit, and WarmLoop does not undertake to place a Record in escrow or to arrange for another person to host it. After that date the address of a Record stops resolving. Clause 3.10 is the Customer's answer to this clause: the Customer must keep its own copy of everything it publishes.
19. Intellectual property
19.1 Court decisions, legislation, regulations, rules of court and practice directives are public legal materials. WarmLoop claims no ownership of them. They remain subject to Crown copyright and to the terms on which their publishers permit reproduction, and the copies served through the Service are unofficial versions.
19.2 WarmLoop and its licensors own the Service: its software, its retrieval, citation, verification and publishing systems, its guidance content, its original summaries, analyses and templates, the document builder, and, to the extent protected by law, the selection and arrangement of the corpus and the data WarmLoop derives from it. Nothing in the Terms transfers any of that to the Customer.
19.3 The Customer receives a limited, non-exclusive, non-transferable, revocable licence to use the Service, and the material it serves, for the Customer's own legal or business work while its account is active, subject to section 7. Documents the Customer builds with WarmLoop's templates may be used without restriction.
19.4 The Customer must not reverse engineer, decompile or copy the Service except so far as the law expressly permits despite this clause.
19.5 Nothing in the Terms restricts a use of the underlying public legal materials that copyright law permits, including fair dealing for the purpose of research.
19.6 Repeated or similar questions produce similar answers. An output the Service returns to the Customer is not exclusive to the Customer, and WarmLoop may return the same or a similar output to another customer.
19.7 Feedback. If you send WarmLoop feedback, a suggestion or a report about the Service, you grant WarmLoop a perpetual, irrevocable, royalty-free licence to use it to operate and improve the Service, without obligation to you. WarmLoop will not identify you as its source without your consent.
19.8 WarmLoop will not use the Customer's name or logo publicly as a customer reference without the Customer's prior written consent.
20. Confidentiality
20.1 WarmLoop treats the Customer's content and account information as confidential. It will not disclose them except as clause 20.2 permits, and it will use reasonable safeguards to protect them.
20.2 WarmLoop may disclose the Customer's confidential information to the service providers named in clause 10.7, as that clause describes, and to those the Privacy Policy names, as it describes them and subject to clause 13.3, in each case under contract and on WarmLoop's instructions; to the readers the Customer approves for a Record; to a licensor or other rights holder of rights material, the information clause 27.13 describes, and nothing more; to WarmLoop's professional advisers, under a duty of confidence; to a successor to which WarmLoop assigns the Terms under clause 25.5, on the same terms; to a court or tribunal in a dispute between the Customer and WarmLoop, including a proceeding to collect fees; to a person who needs it because of an emergency that threatens an individual's life, health or security; and otherwise only where the law requires. Where a lawful demand concerns the Customer's content, WarmLoop will tell the Customer, unless it is legally prevented from doing so, so that the Customer can assert privilege or object.
20.3 The Customer treats as confidential any non-public information WarmLoop gives it about the Service, including pricing that is not published, methodology and security arrangements.
20.4 These obligations do not apply to information that is or becomes public without a breach of this section, that the receiving party already held without an obligation of confidence, or that it develops independently.
20.5 This section does not displace the Customer's own professional obligations of confidentiality and privilege, which remain the Customer's.
21. Force majeure
21.1 Neither party is liable for a failure or delay in performing an obligation, other than an obligation to pay, that is caused by an event beyond its reasonable control, including a natural event, a fire or flood, an epidemic, a war or civil disturbance, a labour disruption, a failure of a utility, a telecommunications or internet failure, a failure of a supplier the party does not control, a cyber attack, and an act of a government or a court.
21.2 The affected party will tell the other party as soon as it reasonably can, and will use reasonable efforts to resume performance. If the event continues for more than 30 days, either party may terminate the subscription on notice, and clause 12.3 applies.
22. Notices
22.1 A notice to the Customer is given by email to the account email address (clause 1.5) and is effective when sent. WarmLoop may also send a copy of a notice to an organization account's administrators. WarmLoop may in addition give a notice in the Service, and where it gives a notice both ways the notice is effective when the email is sent.
22.2 A notice to WarmLoop is given by email to info@warmloop.com, and is effective when sent. A notice to WarmLoop may also be given in writing to 2100 Scarth Street, Regina, Saskatchewan S4P 2H6, and is then effective on delivery.
22.3 A notice in an arbitration under section 23, including a notice commencing the arbitration, may be given by email to the addresses in clauses 22.1 and 22.2, and the parties agree that email is valid service for that purpose.
22.4 The Customer must keep its account email address current. A notice sent to an address the Customer has not kept current is still effective.
23. Dispute resolution: arbitration, carve-outs and class waiver
23.1 This section requires most disputes to be resolved by a single arbitrator seated in Regina, Saskatchewan, and not by a court, and it gives up the right to bring or to join a class, collective or representative proceeding. Read it before you accept.
23.2 Who it applies to. The Customer subscribes for business, professional or governmental purposes, as clause 4.3 records. This section applies to every such Customer and to its Authorized Users. Clause 4.5 governs the position of anyone who is nonetheless a consumer in law.
23.3 What it covers. Subject to clause 23.9, every dispute, claim or controversy arising out of or relating to the Service, a Record, the Terms, their subject matter, their formation, their breach or their termination is to be resolved by arbitration under this section.
23.4 The arbitration. The arbitration is seated in Regina, Saskatchewan, is conducted before a single arbitrator, and is governed by The Arbitration Act, 1992 (Saskatchewan). The arbitrator is appointed by agreement of the parties, and if they have not agreed within 30 days after a party gives notice of arbitration, either party may apply to the Court of King's Bench for Saskatchewan to appoint the arbitrator under that Act.
23.5 How it is conducted. The arbitrator has discretion to conduct the arbitration, including any hearing, in whole or in part by videoconference.
23.6 Costs. Each party pays its own legal costs, and the parties share the arbitrator's fees and expenses equally, unless the arbitrator orders otherwise. The arbitrator may award costs.
23.7 Confidentiality. The arbitration, the materials exchanged in it and the award are confidential between the parties, the arbitrator and their advisers, except so far as disclosure is required by law or is needed to enforce or set aside the award.
23.8 No appeal on a question of law. To the fullest extent The Arbitration Act, 1992 permits the parties to vary it, the parties exclude any appeal of an award to the court, including an appeal on a question of law with leave. This clause does not affect a right to apply to set an award aside, or any other right the Act does not permit the parties to exclude.
23.9 Carve-outs: what stays in court. This section does not prevent:
- either party from applying to a court for an injunction or other urgent or interim relief to protect intellectual property, confidential information, the security of the Service or the integrity of the corpus, or to restrain a breach of section 7;
- WarmLoop from bringing a proceeding in court to collect fees that are due and unpaid; or
- either party from bringing a claim under The Small Claims Act, 2016 (Saskatchewan) in the Provincial Court of Saskatchewan at Regina, where the claim is within the monetary limit that applies under that Act and is brought in that party's own individual capacity.
23.10 Court proceedings. For a matter that this section leaves to the courts, other than a claim under the small claims carve-out in clause 23.9, and for any application relating to an arbitration under this section, the Court of King's Bench for Saskatchewan sitting at Regina has exclusive jurisdiction, and each party attorns to it. A claim under that carve-out may be brought only in the Provincial Court of Saskatchewan at Regina, and each party attorns to that court for it and agrees that Regina is the court location for it. This clause does not apply where a law that cannot be varied by agreement gives you the right to bring a claim elsewhere or the benefit of that law.
23.11 Class waiver. Each party may bring a claim against the other only in its own individual capacity, and not as a plaintiff, a representative plaintiff or a class member in any class, collective, consolidated or representative proceeding. Neither party consents to the joinder or consolidation of a claim with the claim of any other person, and the arbitrator has no power to order it or to award relief to anyone who is not a party.
23.12 Independence and severability of this section. Clause 23.11 is a separate and independent covenant. If clause 23.11 is held unenforceable or inoperative, it is severed and the rest of this section continues in force; if the agreement to arbitrate is held unenforceable or inoperative, clause 23.11 continues in force to the extent the law allows. If any part of this section is held unenforceable or inoperative in relation to a particular claim or a particular person, it continues to apply to every other claim and every other person.
23.13 Savings. Nothing in this section limits a right, benefit or protection given by a law that applies to you and that cannot be varied by agreement, including consumer protection legislation and legislation that makes an arbitration term or a class proceeding term inoperative for a claim below a stated amount. Where such a law applies, the claim it covers may be brought in the manner that law allows.
24. Governing law
24.1 The Terms, and any dispute arising out of or relating to them or to the Service, are governed by the laws of the Province of Saskatchewan and the federal laws of Canada applicable in Saskatchewan, without regard to conflict of laws rules.
24.2 Clause 24.1 does not deprive you of the protection of a mandatory rule of the law of the place where you are located that cannot be varied by agreement.
25. General
25.1 Entire agreement. The Terms are the entire agreement between the parties about the Service, and they replace every earlier understanding, representation and agreement about it. Neither party relies on a representation that is not set out in them. This clause does not exclude liability for fraudulent misrepresentation.
25.2 Order of precedence. If the Terms and the Privacy Policy differ on a point the Terms address, the Terms govern, as clause 1.3 provides.
25.3 Severability. If a provision of the Terms is held unenforceable, it is severed to the minimum extent necessary and the rest of the Terms continue in force. Section 23 has its own severability rule in clause 23.12.
25.4 No waiver. A failure or delay in enforcing a provision is not a waiver of it, and a waiver on one occasion is not a waiver on another. A waiver is effective only if it is in writing.
25.5 Assignment. The Customer may not assign the Terms, or any right under them, without WarmLoop's written consent. WarmLoop may assign the Terms to a successor of its business or of the assets to which the Terms relate, on notice to the Customer.
25.6 No third-party beneficiaries. The Terms are for the benefit of the Customer and WarmLoop. No other person, including a client of the Customer, a reader of a Record, an opposing party, a court or a tribunal, acquires a right under them or may enforce them.
25.7 No partnership or agency. Nothing in the Terms creates a partnership, a joint venture, an agency or an employment relationship between the parties. This clause does not limit clause 27.5: for rights material a certification covers, WarmLoop stores, reproduces, indexes and serves it to the covered Authorized Users as the Customer's service provider.
25.8 Independent legal advice. The Customer is a law firm, a legal department, a business or a government body and has had the opportunity to take independent advice on the Terms before accepting them.
25.9 Language. The Terms are made in English only, and English governs their interpretation. The Service is offered in Canada outside Quebec, and WarmLoop does not offer a French version of the Terms.
25.10 Headings. Headings are for convenience and do not affect interpretation. "Including" means "including without limitation".
26. Versions and the archive
26.1 Each version of the Terms carries a version identifier, shown at the top of this document, and, subject to clauses 5.6 and 13.3, is the version in force from the date it is activated until it is replaced.
26.2 WarmLoop keeps the text of each version in a record that is written once when the version is activated and is not altered or deleted afterwards, and each record of acceptance identifies the version it accepted. The source text of each version is also kept in WarmLoop's version-controlled repository.
26.3 The current version is published at https://warmloop.com/terms, generated from the source text that clause 26.2 describes.
26.4 A copy of the version you accepted is available on request to info@warmloop.com.
27. Rights materials
27.1 What rights material is. Some documents WarmLoop holds, such as manuals, standards and codes of practice, are published under a licence, a subscription or other terms that limit who may read them. WarmLoop designates such a document as rights material by placing it in a collection of rights material. WarmLoop decides, in its discretion, which documents it designates and to which collection each belongs. It may add to a designation at any time, and it removes a document from a collection only where the rights holder permits or the document is no longer subject to its rights. Case law is not rights material, and a decision restricted by a court, a tribunal or statute is dealt with under section 9.
27.2 What an Authorized User sees without permission. An Authorized User who is not permitted to read a collection may learn from the Service that a document in it exists and what it is: its title, its identifier, its citation, its collection, its publisher, the address of its publisher's public source where WarmLoop holds one, and how access may be obtained, including the publisher's own channel for obtaining it where WarmLoop holds one. The Service does not serve that user the text of the document or any part of it, and does not check a quotation against it. A result that identifies such a document is not a statement that the document is relevant to a search, or that it is current or complete.
27.3 How permission is given. An Authorized User is permitted to read a collection only while one of the following is in effect:
- a grant by WarmLoop of access to that collection, to that Authorized User or to the account of which he or she is an Authorized User (a "grant");
- a certification under clause 27.4 that covers that Authorized User, for a collection WarmLoop allows to be certified; or
- WarmLoop's decision to make that collection available to every Authorized User of the Service.
WarmLoop makes a grant, or makes a collection available to every Authorized User, only where the rights holder has permitted it in writing, and only on the terms of that permission. WarmLoop may state with a grant, or with the collection, the licence terms on which access is given.
WarmLoop offers certification for a collection on the basis of the statements in clause 27.5, including the Customer's engagement of WarmLoop as its service provider.
27.4 Certification. The owner or an administrator of an account may certify, for the Customer, that the Customer holds the rights to a collection for all of the account's Authorized Users or for those Authorized Users the certification names (a "certification"). A certification is made in the Service by giving the legal name of the Customer, by accepting, in full, the certification statement WarmLoop shows for that collection, and by typing the certifier's name. The statement accepted is part of the Terms for that certification. Where WarmLoop requires evidence of the rights for a collection, a certification of it cannot be made without that evidence. Before a certification is made, the Service shows the certifier the collection, the documents it contains, the Authorized Users it will cover and the legal name given, and the certifier may go back and correct them. The Service states whether the certifier is certifying as the owner or as an administrator, and WarmLoop emails the owner a copy of a certification an administrator makes as soon as it is made. A certification for all of an account's Authorized Users covers only the Authorized Users of the account when it is made. An individual who later becomes an Authorized User is covered only when the owner or an administrator adds him or her to the certification as clause 27.10 provides. Adding an individual repeats the statements in clause 27.5 for that individual.
27.5 What a certification warrants. By a certification the Customer represents and warrants to WarmLoop, when the certification is made and for as long as it stands, that:
- the Customer holds, under a licence, a subscription or another right granted by the publisher or other rights holder of the collection, the right for each Authorized User the certification covers to access and use the documents in the collection;
- that right extends to reading the documents through the Service, in the form in which WarmLoop serves them, and to their passing through each such Authorized User's AI assistant and its vendor, as clause 10.8 describes;
- that right permits the Customer to have the documents stored, reproduced, indexed and served to the covered Authorized Users by a service provider acting for the Customer, and the Customer engages WarmLoop as that service provider for them; and
- the information given with the certification, including the legal name of the Customer, is accurate.
The certifier also represents and warrants, personally, that he or she is authorized by the Customer to make the certification. The Customer will revoke the certification, or remove from it an Authorized User it no longer covers, promptly after any of those statements ceases to be true.
27.6 WarmLoop's reliance. WarmLoop relies on a certification without verifying it. WarmLoop has no duty to verify a certification, to ask for evidence, or to monitor whether a certification remains accurate. Nothing WarmLoop does or does not do, including asking for or receiving evidence, accepting a certification or allowing access under it, is a representation that the Customer holds the rights, or a waiver of the Customer's warranty.
27.7 Evidence of rights. Evidence of rights the Customer gives WarmLoop, such as a copy of a licence, is the Customer's confidential information under section 20. WarmLoop scans it for malware, keeps it with the record of the certification, and allows only the individuals who administer the Service for WarmLoop to see it. It is not disclosed under clause 27.13 without the Customer's consent, unless the law requires it. The Customer may redact a licence before giving it, and need not give a document whose disclosure its licence forbids.
27.8 WarmLoop's own processing of rights material. WarmLoop processes rights material as it processes the other documents it holds. So far as WarmLoop stores, reproduces, indexes or serves rights material for the Authorized Users a certification covers, it does so as the Customer's service provider and for that purpose. It keeps rights material only outside its write-once archive: on its own computers and its own server in Saskatchewan and, if it copies rights material to Amazon Web Services, only in encrypted storage in that provider's Canada (Central) region from which WarmLoop can delete it. It deletes rights material within 30 days after the rights holder demands its deletion in writing or after WarmLoop stops making the collection's text available to any Authorized User. A copy in WarmLoop's backups, which is not served, is deleted as those backups age out, within about 12 months or, for a backup drive that is not connected in that time, when that drive is next connected. WarmLoop deletes rights material, including a copy in its backups, as an order of a court requires. It computes search vectors for it on its own server and on Amazon Web Services computing in Canada. When an Authorized User who is permitted to read it searches, it sends passages of it, with the text of the search, to the reranking model hosted by Amazon Web Services in its Canada (Central) region, as clause 10.7 describes. WarmLoop's development tools, described in clause 10.7, may read rights material while WarmLoop acquires and prepares it.
27.9 Records of certifications and grants. WarmLoop records each certification: the collection and the documents it contains when it is made, the legal name of the Customer given, the text and version of the statement accepted and a hash of that text, the certifier and whether the certifier acted as owner or administrator, the name typed, the Authorized Users it covers, any licence reference and evidence given, the time, and the network address and browser identification from which it was made. WarmLoop records each change to, suspension of and revocation of a certification, and each grant and its revocation, with the reason where one is given. WarmLoop keeps these records for as long as it operates the Service. WarmLoop sends the certifier, and the owner where the certifier is an administrator, a confirmation by email with the statement accepted, the text of this section and of clauses 17.1 and 17.5 as they read when the certification was made, and a link to revoke the certification.
27.10 No expiry, renewal and revocation by the Customer. A certification does not expire. WarmLoop may ask the Customer at any time to confirm or renew a certification, or to give evidence of the rights, and will ask at least once in every 12 months where the rights holder asks it to. A certification that is not confirmed or renewed within 30 days after WarmLoop asks, or within any longer time WarmLoop gives, is suspended. The owner or an administrator may revoke a certification, or change the Authorized Users it covers, at any time through the Service. A change to the Authorized Users a certification covers is made by accepting the certification statement again with the new list, and WarmLoop records it as clause 27.9 provides. A revocation or a change takes effect on the next request to the Service. Revoking a certification does not end the Customer's responsibility for access and use while it stood.
27.11 Suspension and revocation by WarmLoop. WarmLoop may, in its discretion and with or without cause, suspend or revoke a certification or a grant, refuse a certification, stop allowing a collection to be certified, or change the documents a collection contains as clause 27.1 allows, including at the request of a licensor or other rights holder. A certification covers the documents in the collection when it is made. Where WarmLoop adds a document to a collection, WarmLoop will tell the Customer of the addition, and a certification does not cover the added document until the owner or an administrator confirms the certification for it. A confirmation is made by accepting the certification statement again with the added document listed, repeats the statements in clause 27.5 for that document, and is recorded as clause 27.9 provides. WarmLoop will tell the Customer when it suspends or revokes a certification or a grant made for the Customer. None of these is a withdrawal of the Service or of a material part of it under clause 12.3 or 18.4.
27.12 The licence governs use. An Authorized User may access and use rights material only as the licence under which he or she is permitted to read it allows. For a certification, that is the licence or other right the Customer holds. For a grant, that is the terms WarmLoop states with the grant or the collection. Those terms apply in addition to the Terms, and where they are narrower than clause 7.5, they govern. Where WarmLoop states a rights holder's terms with a collection, an Authorized User must comply with them as well as with the Customer's licence, and the narrower governs. An Authorized User must not redistribute rights material, make it available to anyone who is not permitted to read it, or quote or reproduce it in a document or a Record, except as that licence allows. When a certification or a grant ends, or an Authorized User ceases to be covered by it, the Customer will take reasonable steps to ensure that copies of rights material retrieved under it are deleted, except a quotation in a document that the licence permitted.
27.13 Licensors' audits, and what WarmLoop may tell a licensor. The Customer will cooperate with a reasonable request by WarmLoop, or by a licensor or other rights holder through WarmLoop, to confirm that rights material has been accessed and used under the Customer's account within its licence, including by giving information about the licence the Customer holds and the use made. Such a request may be made not more than once in any 12 months unless the licensor shows reasonable grounds, is at the cost of the licensor or WarmLoop unless it shows use beyond the licence, and never obliges the Customer to disclose privileged or client-confidential information. WarmLoop may give a licensor or other rights holder of a collection, on its written request: the Customer's name; whether, and since when, the Customer's account has had access to the collection and on what basis, by grant or by certification; the name of the certifier, where the access is by certification; the number of Authorized Users covered; and, for each document in the collection, the number of times it was served under the Customer's account in each month. WarmLoop gives no query text, no search text, no email address of an Authorized User, no name of an Authorized User other than the certifier, no network address and no information about a Customer's matters or clients. Where a licensor gives WarmLoop reasonable grounds to believe that access under the Customer's account has exceeded the licence, WarmLoop will first tell the Customer and give it 10 business days to respond or to assert privilege or confidentiality, unless the law requires otherwise.
27.14 Liability. The Customer's indemnities for an inaccurate certification, and for access to or use of rights material beyond its licence, are in clauses 17.1 and 17.5. Either may also be a cause for suspension or termination under clause 18.2.
27.15 No warranty about designation. WarmLoop does not warrant that it holds, or that the Service serves, any particular rights material or its current edition, that a designation is correct, or that a document it has not designated is free of third-party rights. Clauses 2.6 and 15.3 apply to rights material.
28. Suggestions, requests and rights holders' consents
28.1 Submissions. WarmLoop accepts, through the form at https://warmloop.com/suggest once WarmLoop opens it, a suggestion of a document for the corpus, a request for one, and a publisher's or other rights holder's consent to WarmLoop's use of a document (each a "submission"). This section applies to every person who makes a submission (a "submitter"), whether or not the submitter is a Customer, and making a submission is acceptance of it. For a submitter who is not a Customer, this section, clause 23.10 and sections 24 and 25 are the only terms that apply to the submission, with the necessary changes.
28.2 Verifying the submitter's email address. WarmLoop does not consider a submission, and does not scan or read a file sent with it, until the submitter proves control of the email address given, by the link and the code WarmLoop sends to that address. A submission that is not verified within 7 days is deleted with its files. The messages WarmLoop sends about a submission are messages about that submission. They are not marketing messages.
28.3 What must not be submitted. A submitter must not submit confidential or privileged information, a document the submitter has no right to give WarmLoop, or a document whose disclosure would breach an order of a court or tribunal, a publication ban, an obligation of confidence or the law. A submitted file must be a PDF within the limits the form states.
28.4 The submitter's licence and warranty. A submitter who gives WarmLoop a file grants WarmLoop, so far as the submitter is able to, a non-exclusive, perpetual, royalty-free licence to store, copy, scan, sanitize, convert, extract text from, index and compute search vectors for the file, to include the text in the corpus, and to serve it through the Service on the terms that apply to other material in the corpus or, for a document within a consent under clause 28.7, within the scope of that consent. That licence is irrevocable except as clause 28.9 provides for a consent. The submitter represents and warrants that giving WarmLoop the file is lawful and does not breach clause 28.3 or a licence under which the submitter holds the file. WarmLoop does not serve a submitted file of a document that its publisher sells, licenses or restricts, except under a countersigned consent of its rights holder under clause 28.7. A suggestion or a request that gives only an address is not a licence, and WarmLoop obtains a document from an address, if at all, from its publisher's public source.
28.5 WarmLoop's discretion. WarmLoop reviews every submission before it acts on it, and acts on none automatically. WarmLoop decides, in its discretion and without giving reasons, whether to act on a submission, whether to add a document to the corpus, how to classify it, and whether to designate it as rights material under section 27. Nothing is paid for a submission, and a submission does not oblige WarmLoop to include, keep or serve a document.
28.6 Submitted copies are labelled. A document WarmLoop adds to the corpus from a submitted file, and not from its publisher's own source, is served with a label that says it is a submitted copy, names the organization that supplied it and the date WarmLoop verified the submission, and says that it is not from an official publisher. WarmLoop does not warrant that a submitted copy matches the publisher's version. Clause 2.6 applies to it, and an Authorized User must consult the official source before relying on it.
28.7 A rights holder's consent. A consent is a submission by which a publisher or other rights holder consents to WarmLoop's use of a document within one of the scopes the form offers, which may allow WarmLoop to serve the document to every user of the Service or only to Authorized Users permitted under section 27. A consent grants WarmLoop the licence in clause 28.4 within the scope chosen. The person who submits a consent represents and warrants, personally and on behalf of the organization named in it, that the organization holds the rights needed to give the consent in that scope, and that he or she is authorized by the organization to give it. A consent must be sent from an email address at the organization's own domain.
28.8 Countersignature and reliance. A consent takes effect only when WarmLoop countersigns it, after WarmLoop has confirmed the consent with the organization through a contact the organization publishes for licensing or permissions, or through an officer of the organization, and has checked that the email address from which it was sent is at the organization's own domain. WarmLoop may decline to countersign a consent, without giving reasons. WarmLoop relies on a countersigned consent, and on the warranties in clause 28.7, without further inquiry, and has no duty to verify the submitter's authority beyond those steps.
28.9 Revoking a consent. The organization that gave a consent may revoke it at any time, by the link WarmLoop sends with its confirmation of the consent or by writing to info@warmloop.com. After a revocation, WarmLoop will stop serving the text of a document it serves only under that consent promptly, and in any case within 30 days after the revocation. It may continue to identify the document as clause 27.2 describes, or to serve it under another right. A revocation does not recall what was served before it, a copy an Authorized User has made, or a quotation in a Record. WarmLoop deletes the copy it holds under that consent within 30 days after the revocation, and deletes a submitted copy within 30 days after its rights holder demands its deletion in writing. A copy in WarmLoop's backups, which is not served, is deleted as those backups age out, within about 12 months or, for a backup drive that is not connected in that time, when that drive is next connected. WarmLoop deletes such a copy, including a copy in its backups, as an order of a court requires.
28.10 The submitter's indemnity. A submitter who breaches clause 28.3, 28.4 or 28.7, and the organization on whose behalf a consent is given, will indemnify WarmLoop against a third-party claim that arises out of the breach, and against the reasonable costs of defending one.
28.11 Records of a submission. What WarmLoop records about a submission, and how long it keeps it, is described in the Privacy Policy. WarmLoop keeps the record of a countersigned consent, and of its revocation, for as long as it operates the Service.