TERMS OF SERVICE

These Terms of Service govern your access to and use of ColdMsg. By creating an account or using the service, you agree to these Terms. If you are using ColdMsg on behalf of a company, you represent that you have authority to bind that company. If you do not agree, do not use the service.

Please also review our Privacy Policy , the Sending Policy , the Data Processing Addendum , and the Investor Privacy Notice , each of which is incorporated into and forms part of these Terms.

0. PERMITTED PURPOSE

"Permitted Purpose" means using ColdMsg solely for legitimate business-to-business investor outreach by a founder, operator, or authorised representative of an operating company or fund seeking capital. Use outside the Permitted Purpose — including consumer marketing, B2B lead-generation unrelated to fundraising, recruiting, affiliate marketing, sending on behalf of a third party as a service, or any communication unrelated to investment — is prohibited and constitutes a material breach of these Terms.

1. ELIGIBILITY AND ACCOUNTS

You must be at least 18 years old to use ColdMsg.

• You are responsible for your account and all activity under it.
• You must provide accurate information and keep credentials secure.
• You must promptly notify us of unauthorised account access.

2. SERVICE DESCRIPTION

ColdMsg is a founder-facing investor-outreach platform. The service may:

• analyse and score uploaded pitch decks using AI;
• match your project against records in ColdMsg's investor database;
• draft, schedule, and send outbound emails on your behalf to investor contacts you select;
• operate sequenced follow-ups and automated drip campaigns;
• capture inbound replies, score reply intent, and stop sequences on positive replies;
• provide deliverability tooling, sending domain configuration, and warmup;
• process subscription billing through Stripe.

You are responsible for reviewing outputs, monitoring sends, and controlling permissions and integrations. ColdMsg sends outbound email at your direction and on the schedule you configure. As between you and recipients, you are the sender of each message and remain responsible for its content, lawfulness, and consequences. ColdMsg's role is limited to operating the platform that transmits it; ColdMsg is not your agent, broker, fiduciary, or representative for any purpose.

ColdMsg is not a law firm, financial advisor, broker-dealer, investment adviser, or regulated fiduciary. Do not rely on ColdMsg as your sole source for legal, financial, securities, tax, or regulatory decisions.

3. CONNECTED SERVICES

You may connect external services to ColdMsg. Two patterns apply:

• User-connected services. Services you connect via OAuth or API credentials (for example Google or LinkedIn for sign-in, your sending domain DNS provider, your own Mailgun account where supported). You authorise ColdMsg to access these on your behalf.
• Platform-managed services. For certain features ColdMsg may operate shared infrastructure on your behalf — most notably the shared sending domain mg.coldmsg.com used by free and trial plans. ColdMsg manages reputation, rate limits, and authentication for the shared domain.

You must comply with the terms of any third-party platform you connect. We are not liable for third-party outages, suspensions, policy changes, or API limitations.

4. ACCEPTABLE USE

Recipient warranty. On each upload of recipient data and on each campaign launch, you represent and warrant that: (a) you have a documented lawful basis to contact each recipient under every law that applies to you and to them; (b) you have not obtained the recipient's data from a purchased consumer list, breached dataset, or scraped consumer profile; (c) the recipient address is a business address used by the recipient in a professional capacity; and (d) you will honour any opt-out, objection, or erasure request you receive directly, in addition to those handled by ColdMsg's global suppression list.

No notices or consents on your behalf. ColdMsg does not provide notices to, or obtain consents from, recipients on your behalf. To the extent any law requires notice, consent, registration, or other action before contacting any recipient, you represent and warrant that you have obtained and will maintain such rights at your own expense. ColdMsg's selection or suggestion of a recipient from the investor database does not constitute legal advice that contacting that recipient is lawful in your jurisdiction; that determination rests with you.

You may not use ColdMsg to:

• break laws, violate third-party rights, or bypass platform restrictions;
• use outbound communication features in violation of CAN-SPAM, GDPR, the UK PECR, CASL, or other applicable anti-spam, privacy, or electronic-communications laws;
• send messages to recipients for whom you do not have a lawful basis to contact under the laws applicable to you and to them;
• send unsolicited communications outside the scope of legitimate B2B investor outreach, including consumer marketing, transactional spam, or any communication unrelated to investment;
• send messages that are deceptive, harassing, defamatory, fraudulent, infringing, sexually explicit, harmful to minors, or that promote illegal goods or services;
• impersonate any person, fund, or organisation, or misrepresent your affiliation;
• falsify headers, sender identification, or routing information; remove or interfere with the unsubscribe mechanism, postal address, or List-Unsubscribe header that ColdMsg injects;
• upload, scrape, or import recipient lists for which you do not have a documented lawful basis (for example purchased consumer lists, breached datasets, or lists scraped without consent or legitimate-interest justification);
• scrape, resell, sublicense, or redistribute the investor database, scoring outputs, or any other ColdMsg data or content;
• attempt to reverse engineer the service, bypass rate limits, exceed plan quotas, abuse our infrastructure, or interfere with service integrity;
• use the shared sending domain in a way that materially harms its deliverability reputation or affects other users.

We may suspend or terminate accounts that generate excessive bounce rates, spam complaints, suppression-list growth, or other signals of abuse, and we may suspend or remove individual campaigns at our discretion to protect shared infrastructure or comply with law.

4A. SECURITIES LAW — NO GENERAL SOLICITATION

ColdMsg is a tool for arranging introductory conversations between founders and investors. It is not a tool for offering or selling securities.

Cold email to investors with whom you have no pre-existing substantive relationship is, under U.S. federal securities law, generally treated as general solicitation. Use of general solicitation is incompatible with private offerings made under SEC Rule 506(b) and may invalidate that exemption. Comparable restrictions exist under the laws of other jurisdictions.

You agree that you will not use ColdMsg to:

• offer or sell, or solicit any offer to buy, securities — whether equity, debt, SAFEs, convertible notes, fund interests, tokens treated as securities, or any other instrument — unless either (a) every recipient has been verified by you (or by a verifier acting for you) as an accredited investor under SEC Rule 506(c) or the equivalent under your jurisdiction, or (b) the offering is registered with the SEC or under analogous law;
• send messages that constitute a solicitation under Rule 506(b) — including messages that disclose specific offering terms (valuation, instrument structure, minimum check, target close, fund economics, allocation availability) or that invite the recipient to commit capital to a current offering — to recipients with whom you do not have a pre-existing substantive relationship;
• rely on ColdMsg or its investor database to establish or substitute for a pre-existing substantive relationship under Rule 506(b);
• use ColdMsg in any way that would require you, or ColdMsg, to register as a broker-dealer or investment adviser, or in connection with any transaction-based compensation arrangement.

ColdMsg is not a law firm, securities counsel, broker-dealer, investment adviser, or fiduciary, and nothing in the service constitutes legal or investment advice. Determining whether a particular communication constitutes a securities offer or general solicitation in your jurisdiction is your responsibility, and you should obtain advice from qualified securities counsel before using ColdMsg in connection with any active offering.

5A. OUTBOUND COMMUNICATIONS

ColdMsg sends outbound emails in several contexts:

• Operational emails. Service communications related to authentication, billing, onboarding, and account activity.
• Outreach emails. If you configure outreach campaigns, ColdMsg will send emails on your behalf to investor contacts you select — whether uploaded by you or selected from the ColdMsg investor database — using copy you author or that ColdMsg drafts using AI. You are responsible for ensuring you have a lawful basis to contact each recipient and for the content of each message. ColdMsg's selection of investors from its database does not, by itself, establish your lawful basis to contact any specific recipient; that determination rests with you.
• Follow-up emails. Automated follow-up emails may be sent on your configured schedule after an initial outbound message. Follow-up frequency is rate-limited and respects suppression and reply signals.

Every outbound message includes (a) accurate sender identification, (b) a postal mailing address for the sender, (c) a working opt-out mechanism (a recipient may reply with words such as "unsubscribe", "remove", or "stop", which ColdMsg parses and applies as a global suppression), and (d) an RFC 8058 List-Unsubscribe header. You authorise ColdMsg to inject and maintain those compliance elements. You may not remove, obscure, or alter them.

ColdMsg maintains a global suppression list. Once a recipient is suppressed — by reply, header click, or written request — that address will not be contacted again from any ColdMsg account. Suppression entries are retained indefinitely.

5B. SHARED SENDING DOMAIN

Free and trial plans send from a shared sending domain operated by ColdMsg. Use of the shared domain is rate-limited per account and globally. ColdMsg may impose volume caps, recipient caps, content checks, and pre-launch safety thresholds, and may pause, suspend, or remove campaigns that put the shared domain's deliverability reputation at risk. For sustained sending we require you to connect a sending subdomain you control; reputation on that subdomain remains with you.

5C. AUTONOMOUS SCHEDULED OPERATIONS

ColdMsg operates certain functions on automated schedules without requiring per-execution approval, including outbound drip sequences, follow-up sends, domain warmup steps, deliverability checks, suppression-list synchronisation, billing reconciliation, plan-limit enforcement, and reply scoring. By enabling features that involve scheduled operations (such as a campaign), you authorise ColdMsg to execute those operations on the configured schedule. You may pause, edit, or disable a campaign at any time, which will stop further scheduled sends.

6. INVESTOR DATABASE

ColdMsg maintains a curated database of investor records. As between you and ColdMsg, the database and its scoring outputs are owned by ColdMsg. You receive a limited, non-exclusive, non-transferable, revocable license to use the database within the service to identify recipients for your own campaigns. You may not export, copy, scrape, resell, sublicense, or redistribute the database, in whole or in part, or use it to train any model or build any competing product.

ColdMsg acts as an independent data controller for the investor database. The Privacy Policy and the Investor Privacy Notice describe how the database is sourced, the lawful basis on which it is maintained, and how an investor may exercise their rights, including objection and erasure.

7. AI-GENERATED CONTENT

Drafts, scores, and summaries produced by the service come from large language models and may be wrong, outdated, or misleading. You are responsible for reviewing every message before it is sent and for any consequence of sending it. As between you and ColdMsg, you own outputs generated for your use, subject to any rights retained by the underlying AI providers under their respective terms. You will not use AI-generated content in ways that infringe third-party rights, deceive recipients, or impersonate any person or organisation.

8. PLANS, BILLING, REFUNDS

Paid plans are billed monthly or annually via Stripe. Pricing shown in-product controls if any summary text conflicts. Subscriptions renew automatically until cancelled. Cancellations apply at the end of the active billing period (or the end of any disclosed minimum-commitment period, whichever is later). Payments are non-refundable except as required by law. We may update pricing or packaging prospectively with notice. The free plan is rate-limited by investors contacted per period.

9. YOUR CONTENT

You retain ownership of your pitch deck, project content, campaign copy, outbound messages, inbound replies handled through the service, and other content you upload or that the service collects on your behalf ("Your Content").

You grant ColdMsg a worldwide, royalty-free, sublicensable, transferable licence to host, store, reproduce, process, transmit, display, modify, create derivative works of, and otherwise use Your Content for the following purposes:

• to operate, maintain, secure, and provide the service to you;
• to develop, train, evaluate, and improve ColdMsg's products, models, classifiers, scoring systems, drafting features, and platform-wide analytics, including by combining Your Content with content provided by other ColdMsg users;
• to derive aggregate statistics, behavioural patterns, classifications, scores, embeddings, and other features from Your Content, and to retain and use those derived outputs (the "Derived Data") for any purpose consistent with these Terms, including after your account is deleted;
• to comply with law, enforce these Terms, and protect the rights, safety, and property of ColdMsg, its users, and the public.

Cross-user training. The licence above expressly includes the right to use Your Content to train and improve shared machine-learning models that benefit other ColdMsg users — including models that draft, score, classify, route, or analyse outbound and inbound messages — and to use insights, aggregates, and derived features computed from Your Content across the platform.

No cross-user disclosure of raw content. ColdMsg will not surface the raw text of one user's outbound messages, or the raw text of inbound replies received by one user, to any other user through the product. Other users may receive only model-generated outputs and aggregated or derived signals — never another user's raw email content.

You represent and warrant that you have all rights necessary to grant this licence, that Your Content does not infringe any third-party right, and that processing it as described will not violate any law.

Removal and deletion. You may delete Your Content from the service at any time. Deletion will remove Your Content from active product surfaces and from future training datasets, but does not require ColdMsg to retrain, recall, reverse, or unlearn models that were trained while Your Content was present, and does not require deletion of Derived Data that no longer identifies you. Operational records (audit logs, suppression entries, billing records) are retained as described in the Privacy Policy.

10. ACCOUNT TERMINATION

You may delete your account at any time from Settings. Deletion soft-deletes your account immediately and purges personal content within 30 days, subject to retention windows disclosed in the Privacy Policy. We may suspend or terminate an account that violates these Terms, with or without notice where the breach is material. On termination, scheduled operations cease, active campaigns are paused, and shared-domain reputation contributions are retained on an aggregated basis. Suppression-list entries created during your use of the service are retained.

11. DISCLAIMERS

ColdMsg is provided "as is" and "as available", without warranties of any kind, express or implied, including fitness for a particular purpose, merchantability, non-infringement, or uninterrupted availability. We do not guarantee investor responses, meeting bookings, term sheets, funding outcomes, deliverability, inbox placement, warmup curves, or reply rates. We do not guarantee the accuracy of any information in the investor database or generated by AI.

12. LIMITATION OF LIABILITY

To the maximum extent permitted by law, ColdMsg and its affiliates will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost data, lost goodwill, lost funding opportunities, or business interruption.

Our aggregate liability for claims arising out of or relating to the service will not exceed the greater of (a) amounts you paid to ColdMsg for subscription fees in the 12 months before the event giving rise to liability, or (b) USD 100.

Without limiting the above, ColdMsg will not be liable for:

• actions taken by automated workflows within the scope of your configured settings;
• content you authored or approved, including AI-drafted content you sent;
• consequences of your outreach being treated as spam, blocked, or reported by recipients or mail providers;
• claims by recipients arising from communications you sent, including claims under CAN-SPAM, GDPR, PECR, CASL, or analogous laws;
• third-party platform decisions, suspensions, or policy enforcement;
• investor-database inaccuracies that you did not flag prior to sending.

13. INDEMNITY

You agree to indemnify and hold harmless ColdMsg, its affiliates, and their officers, directors, employees, and agents from claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising from:

• your use of the service and your content;
• outbound communications sent on your behalf or at your direction;
• recipient lists you uploaded or imported;
• your violation of CAN-SPAM, GDPR, PECR, CASL, or analogous laws;
• your violation of these Terms, applicable law, or any third-party right or terms of service;
• actions taken by automated workflows within your configured permissions and settings.

14. DISPUTE RESOLUTION; ARBITRATION; CLASS ACTION WAIVER

Before filing a claim, both parties agree to attempt informal resolution for at least 30 days by contacting legal@coldmsg.com.

If unresolved, disputes will be resolved by binding arbitration on an individual basis, except either party may bring qualifying claims in small claims court. Class and representative actions are not permitted to the maximum extent permitted by law.

If arbitration terms are unenforceable for a specific claim, that claim will be resolved exclusively in the state or federal courts located in Delaware, USA, and Delaware law will govern, without regard to its conflict-of-laws rules and without limiting any non-waivable rights you have under the mandatory consumer-protection laws of your country of residence.

15. CHANGES TO THESE TERMS

We may update these Terms periodically. The effective date above reflects the current version. Material changes will be announced by email. Continued use after the effective date constitutes acceptance.

16. CONTACT

Questions: support@coldmsg.com
Legal notices: legal@coldmsg.com
Privacy: privacy@coldmsg.com
Investor-database inquiries: investors@coldmsg.com