Updated: October 30, 2025

Welcome to Warmer!

Warmer Holdings Inc. (“Warmer,” “we,” or “our”) operates an online service for introducing and enhancing Advisor-Client relationships. These Terms of Service (“Terms”) explain your rights and responsibilities when using our website, mobile app, and related services (together, our “Service”).

By using Warmer, you agree to these Terms. If you’re using the Service on behalf of a firm or organization, you confirm that you have authority to accept these Terms on its behalf. If you do not agree, please do not use our Service.

Warmer is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment advisor. Registration does not imply any particular level of skill or training. Warmer’s role is limited to providing digital matching, introductions, and improving communications between Prospects and Advisors. We do not provide investment recommendations, manage accounts or assets, monitor Advisor performance, or handle client funds. 

Often in these Terms we will refer to an Advisor’s “Form ADV,” which should be taken to include their SEC Form ADV Part 2 (Client Brochure) and Part 3 (Client Relationship Summary). These documents provide an excellent summary of an Advisor’s activities, and they should be read before engaging any Advisor.

1. Who We Serve

Warmer serves two groups of users:

• Prospects and Clients (“you”): Consumers using our platform to find or connect with an Advisor. “Prospect” refers to anyone exploring potential Advisors. “Client” refers to a Prospect who meets or engages with an Advisor introduced through Warmer.

• Advisors: Independent financial advisors or advisory firms registered with the SEC or state securities regulators that use Warmer to be listed, receive introductions, or participate in referral arrangements.

Our Service is intended for use by individuals and firms based in the United States and over the age of 18. By using the Service, you confirm that you meet these requirements.

2. Our Services

Warmer operates a digital platform that helps Prospects find and connect with Advisors and helps Advisors with scheduling and communication tools for their Client relationships. We:

• Build profiles of Advisors based on publicly available information, regulatory filings, and information Advisors share with us.

• Collect information from Prospects to understand their financial profile, preferences, and goals.

• Use that information to suggest potential Advisor matches through our proprietary matching technology.

• Provide tools to help coordinate introductions and enhance communications between Advisors and Clients.

Each Advisor is an independent entity solely responsible for its advice and services. Whether to meet with or engage an Advisor is entirely your choice. We encourage you to review an Advisor’s Form ADV before deciding to work with them.

3. Fees

For Prospects and Clients:

You pay no fees to use Warmer. Our introductions are free to you. If you choose to engage an Advisor, you will pay the fees that Advisor charges for their services, as described in their own Form ADV and Advisory Agreement.

Disclosure Regarding Referral Relationship:

Warmer may receive a referral fee from the Advisor you select. This fee is paid by the Advisor and does not increase the fee you pay. Advisors recommended by Warmer are required to be fiduciaries and to charge you the same fees they charge other clients for similar services. Warmer is not a party to your agreement with the advisor and does not provide investment advice, manage assets, or monitor your accounts. 

This serves as Warmer’s solicitor disclosure under SEC Rule 206(4)-3.

For Advisors:

Advisors may pay Warmer referral, membership, or other fees, which are described in Warmer’s Form ADV Part 2A (“Brochure”), Items 5 and 14. These fees may include:

• Flat annual membership fees for participation or listing,

• Referral fees based on the revenue or assets from Clients introduced through Warmer, or

• Per-lead fees or other agreed-upon compensation structures.

Advisors are prohibited from charging Clients higher fees as a result of these payments. This ensures that the cost of Warmer’s referral services is borne solely by the Advisor, not the Client.

4. Privacy and Data Use

Your privacy matters to us. Our Privacy Policy explains how Warmer collects, uses, and protects your information.

By using our Service, you consent to our data practices as described in that Policy.

We apply safeguards consistent with Regulation S-P and our internal information-security standards to protect Client and Advisor information.

We do not sell or share your personal data with third parties for advertising purposes, and we do not use your information to train general AI or machine-learning models.

Please review the Privacy Policy to understand your rights and our responsibilities regarding your data.

5. Accounts, Listings, and Representations

Account Creation: Certain features of the Service—such as maintaining an Advisor profile page (“Listing”) or being referred to an Advisor—require an account. You agree to provide accurate and complete information when registering and to keep your credentials confidential. You are responsible for all activity that occurs under your account. You are responsible for providing accurate information so that we may suggest appropriate matches. 

Advisors may claim their Listings and may request to update certain information (subject to review by Warmer). As an Advisor, you are responsible for the accuracy of the information that you share with Warmer. We require that you:

• Verify your identity before managing your own Listing

• Post only accurate, up-to-date information to your Listing (or risk losing access)

• Comply with all applicable securities laws and promptly notify Warmer of any material changes

• Provide Clients with your own Form ADV prior to establishing an advisory relationship.

Though we make efforts to keep the Listings accurate and up to date, Warmer cannot guarantee the accuracy of Listing information. Warmer may, at its discretion, edit or remove any Listing that it believes is incomplete, misleading, or inconsistent with its standards.

Public Information: Advisor Listings include information obtained from public sources such as SEC filings and firm websites, which Warmer may display even if an Advisor has not claimed their Listing or has no relationship with us. Advisors may update or correct their Listing at any time and may request removal of personal or proprietary information that is not publicly available.

Responsible Conduct: You agree to use the Service only for lawful purposes and in a manner that does not harm, disable, or interfere with the Service or with others’ use of it. 

6. Disclaimers, No Warranty

Listing on the platform does not imply endorsement. Warmer makes no representation or warranty as to:

• The suitability of any Advisor for your particular needs or financial situation;

• The accuracy or completeness of Advisor Listing data or materials; or

• Any investment results that may occur if you engage an Advisor.

Warmer’s Service is provided on an “as-is” and “as-available” basis.

To the fullest extent permitted by law, Warmer disclaims all warranties—express, implied, or statutory—including merchantability, fitness for a particular purpose, and non-infringement.

7. Limitation of Liability

To the maximum extent permitted by law, Warmer, its affiliates, officers, directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of profits, data, goodwill, or other intangible losses, arising out of or relating to:

• Your use of or inability to use the Service;

• Any introduction, communication, or relationship between you and any Advisor;

• Any reliance on information obtained through the Service;

• Any acts or omissions of Advisors or third parties.

In no event shall Warmer’s total liability to you for any claims arising from or relating to these Terms or the Service exceed the greater of:

• one hundred dollars ($100); or

• the total fees (if any) paid by you to Warmer in the 12 months preceding the event giving rise to the claim.

These limitations apply under any theory of liability, even if Warmer has been advised of the possibility of such damages.

Nothing in this section limits any fiduciary duties we owe to advisory clients under applicable law.

8. Indemnification

You agree to indemnify, defend, and hold harmless Warmer Holdings Inc., its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, judgments, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Your violation of these Terms or applicable law;

• Any inaccuracy in information you provide through the Service; or

• Any misuse of the Service by you or your representatives.

This obligation does not apply to losses resulting from Warmer’s intentional misconduct or gross negligence.

Warmer agrees to indemnify, defend, and hold you harmless from and against any and all claims, damages, losses, liabilities, judgments, and expenses (including reasonable attorneys’ fees) arising out of or related to Warmer’s violation of these Terms or applicable law, except to the extent caused by your intentional misconduct or gross negligence.

9. Termination

You may stop using the Service at any time.

Warmer may suspend or terminate your access to the Service, or remove any Listing or content, at any time and for any reason, including violation of these Terms or applicable law. Warmer may discontinue the Service without notice.

Termination will not affect rights or obligations that have already accrued, including any obligations under referral, membership, or other commercial agreements between Warmer and an Advisor.

If an Advisor terminates their account or participation, Warmer will remove any private or Advisor-submitted content from Listings, upon request, but may retain and display factual, publicly available information about your firm and Advisors, as permitted by law.

Upon termination, all licenses granted under these Terms will immediately cease, and you must stop using the Service.

Sections of these Terms that by their nature should survive—such as Limitation of Liability, Disclaimers, Indemnification, and Governing Law—will continue in effect.

10. Intellectual Property

All content and materials made available through the Warmer website or platform—including text, graphics, logos, trademarks, service marks, software, data compilations, and the overall design and “look and feel” of the Service—are owned by or licensed to Warmer Holdings Inc.

You may use the Service and its materials only for your personal or internal business purposes, in accordance with these Terms.

You may not:

• Copy, modify, distribute, display, sell, or lease any portion of the Service or its content;

• Reverse engineer or attempt to extract the source code of any software; or

• Use any automated systems (such as bots or scrapers) to access or copy information from the Service.

Warmer grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for lawful purposes only.

All rights not expressly granted are reserved by Warmer.

11. Governing Law and Dispute Resolution

These Terms and any dispute arising under them are governed by the laws of the State of Delaware, without regard to conflicts-of-law principles.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service will first be attempted to be resolved through good-faith discussions.

If the matter cannot be resolved informally, the parties agree to use binding arbitration under JAMS rules. The arbitrator’s decision will be final and may be enforced in any court.

To the extent a claim cannot legally be arbitrated (as determined by an arbitrator), the parties will bring to court the suit, action, or proceeding that cannot be arbitrated, in Delaware. Each party will irrevocably submit to the exclusive jurisdiction of said court.

To the extent permitted by law, you agree to bring claims only on your own behalf and not as part of any class, consolidated, or representative action.

If any provision of these Terms is found unenforceable, the remaining provisions will remain in effect.

These Terms represent the entire agreement between you and Warmer regarding your use of the Service and supersede any prior understandings or agreements.

12. Changes

We may update these Terms from time to time to reflect changes in our services, policies, or applicable laws.

When we do, we will post the updated Terms on our website and update the date at the top. If a change is material, we may also notify you by email.

Your continued use of the Service after the revised Terms are posted means you accept those changes. If you do not agree, you should stop using the Service.

Relationships are everything, and your trust is important to us. If you have any questions about these Terms, please contact us at support@getwarmer.com.

Warmer Holdings Inc.
33 Irving Place, 3rd Floor
New York, NY 10003