These Terms of Service (the "Terms" or "Agreement") constitute a legally binding agreement between you ("User") and Warp dba Poaster Technologies Inc., a Delaware corporation, including its subsidiaries and affiliates ("Warp," "we," "us," or "our"). These Terms govern User's access to and use of Warp's platform, including any websites, applications, software, and support services (collectively, the "Platform"), through which Warp provides its products and services (the "Services").
For purposes of these Terms, "User" includes any individual accessing the Platform through an Employer account. "Employer" refers to the entity that has an existing agreement with Warp and has authorized User's access to the Platform. Where User is a contractor receiving payments through the Platform, such User shall be referred to as "Contractor."
By accessing or using the Platform or Services, or by clicking "Accept," "Agree," or any similar button indicating acceptance, User acknowledges that they have read, understood, and agree to be bound by these Terms, including any additional terms, policies, or guidelines referenced herein and incorporated by this reference. If User is accepting these Terms on behalf of an entity, User represents and warrants that they have the authority to bind such entity to these Terms.
These Terms may be updated or modified by Warp from time to time in its sole discretion. User's continued use of the Platform following any such changes constitutes acceptance of the modified Terms.
1. INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS
All right, title, and interest in and to the Platform, Services, and all materials, features, and content therein (collectively, "Warp Intellectual Property") are and will remain the exclusive property of Warp and its licensors. This includes, without limitation:
1. The Platform and Services architecture, including any modifications, improvements, and updates thereto;
2. All intellectual property rights, whether registered or unregistered, including patents, copyrights, trade secrets, trademarks, and other proprietary rights.
This Agreement confers no ownership rights to User. User shall not attempt to copy, modify, distribute, decompile, reverse engineer, or create derivative works of any Warp Intellectual Property. User shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive or determine the source code of the Platform, Services, or any component thereof. All rights not expressly granted to User pursuant to this Agreement are hereby reserved by Warp and its licensors.
User acknowledges the Platform and Services are protected under United States and international intellectual property laws. User shall preserve all proprietary notices, legends, and markings included in the Warp Intellectual Property.
In the event User provides suggestions, comments, or other feedback regarding the Platform or Services ("Feedback"), such Feedback shall be deemed irrevocably assigned to Warp, including all associated intellectual property rights, without any compensation or obligation to User.
Confidentiality and Non-Disclosure
User acknowledges that through use of the Platform and Services, User may gain access to confidential and proprietary information of Warp, including but not limited to software architecture, algorithms, business processes, pricing methodologies, and trade secrets ("Warp Confidential Information"). User agrees to:
(a) Maintain strict confidentiality of all Warp Confidential Information;
(b) Not disclose, publish, or communicate Warp Confidential Information to any third party;
(c) Not use Warp Confidential Information for any purpose other than the authorized use of the Platform and Services;
(d) Not reverse engineer, decompile, or attempt to derive source code or underlying algorithms from the Platform;
(e) Return or destroy all Warp Confidential Information upon termination of this Agreement.
These confidentiality obligations shall survive termination of this Agreement for a period of five (5) years and shall be enforceable through injunctive relief without the need to post bond or prove monetary damages.
Warp grants User a limited, revocable, non-exclusive license to access and use the Platform and Services solely for their intended purpose and subject to this Agreement and any supplemental terms.
2. PRIVACY POLICY
User's access to and use of the Platform and Services shall be subject to Warp's Privacy Policy (available at joinwarp.com/privacy), which is incorporated herein by reference. Warp reserves the right to modify the Privacy Policy at any time in its sole discretion.
3. CONTRACTOR PAYMENTS
These terms in Section 3 ("Contractor Payment Terms") shall apply to any contractor receiving payments through the Platform from their respective Employer.
Any contractor utilizing the Platform hereby represents and warrants that they:
1. Maintain a valid and active bank account within the United States; and
2. Have duly completed and submitted Internal Revenue Service Form W-9.
The Platform serves exclusively as a payment processing service. Employer shall have sole responsibility for all employment classifications, work authorizations, and related determinations. Contractor hereby irrevocably releases and forever discharges Warp and its affiliates from any and all liability arising from such determinations. Contractor shall comply with all applicable laws, rules, and regulations. Warp reserves all rights, in its sole and absolute discretion, to suspend or terminate payment processing services in accordance with all applicable federal and state regulations.
4. DISCLAIMER OF PROFESSIONAL ADVICE AND OUTCOMES
User's use of the Platform and Services shall be entirely at User's own risk. The Platform and Services are provided for informational purposes only. User acknowledges and agrees that Warp does not provide legal, regulatory, tax, financial, accounting, employment, or other professional advice through the Platform or Services.
User bears sole responsibility for compliance with all applicable laws, regulations, and professional obligations. No content, feature, or communication provided through the Platform or Services, including without limitation any interaction with Warp support personnel, shall constitute professional advice or be relied upon as a substitute for independent legal counsel or other qualified professional advisors.
Warp makes no representations or warranties regarding any outcomes or results from the use of the Platform or Services. User acknowledges that Warp does not guarantee accuracy, completeness, or specific outcomes related to use of the Platform or Services.
5. TERMINATION
5.1. Termination by Warp
Warp reserves the right to terminate this Agreement and User's access to the Platform and Services immediately and without prior notice, in its sole and absolute discretion. Warp shall not be liable for any losses, damages, or expenses arising from such termination.
Competitive Activity and Enhanced Restrictions
If User is determined to be a competitor of Warp or is found to be using the Platform or Services in a manner that benefits Warp's competitors, Warp shall notify User via email of such determination and may immediately terminate User's access. For purposes of this Agreement, competitive activity includes but is not limited to: (a) accessing the Platform to analyze, study, or reverse engineer Warp's features or technology; (b) using insights gained from the Platform to develop competing products or services; (c) being employed by or affiliated with a direct or indirect competitor of Warp; (d) gathering competitive intelligence about Warp's business model, pricing structure, or service offerings; (e) creating derivative works based on Warp's intellectual property; (f) benchmarking Warp's services against competitive offerings for commercial purposes; (g) attempting to recruit Warp employees or contractors; (h) soliciting Warp customers or partners; or (i) engaging in any activity designed to harm Warp's competitive position or business relationships.
"Competitor" means any entity that provides or develops payroll processing, HR management, workforce management, benefits administration, or related financial services software, including but not limited to companies such as ADP, Paychex, Gusto, Rippling, BambooHR, Workday, TriNet, Justworks, and any subsidiaries, affiliates, or related entities thereof.
5.2. Termination by User
User may terminate this Agreement by providing written notice to Warp through Intercom or email.
5.3. Effect of Termination
Upon termination of this Agreement for any reason, User's access to the Platform and Services shall immediately cease. Such termination shall not affect any rights, obligations, or liabilities that accrued prior to the effective date of termination.
5.4. Survival
All provisions of this Agreement relating to proprietary rights, confidentiality, disclaimers, limitations of liability, indemnification, and payment obligations shall survive the termination or expiration of this Agreement.
6. DISPUTE RESOLUTION AND LIMITATION OF LEGAL RIGHTS
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. BY ACCEPTING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR LEGAL RIGHTS.
COMPREHENSIVE WAIVER OF RIGHTS
BY ENTERING INTO THIS AGREEMENT, YOU IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE FOLLOWING RIGHTS:
1. THE RIGHT TO A TRIAL BY JURY IN ANY FORUM AND THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING;
2. THE RIGHT TO COMMENCE, MAINTAIN, OR PURSUE ANY LEGAL ACTION, PROCEEDING, OR CLAIM AGAINST WARP, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS IN ANY COURT OF LAW;
3. THE RIGHT TO SEEK PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR INCIDENTAL DAMAGES;
4. THE RIGHT TO SEEK INJUNCTIVE OR EQUITABLE RELIEF EXCEPT AS EXPRESSLY PROVIDED HEREIN;
5. THE RIGHT TO DISCOVERY OR OTHER PRE-TRIAL PROCEDURES TYPICALLY AVAILABLE IN LITIGATION;
6. THE RIGHT TO APPEAL OR SEEK REVIEW OF ANY DISPUTE RESOLUTION DECISION EXCEPT AS PROVIDED BY LAW; AND
7. THE RIGHT TO PARTICIPATE IN OR BENEFIT FROM ANY SETTLEMENT OR JUDGMENT IN FAVOR OF OTHER PARTIES IN DISPUTES WITH WARP.
DISPUTE RESOLUTION THROUGH CUSTOMER SUPPORT
USER AGREES THAT ALL DISPUTES SHALL BE RESOLVED EXCLUSIVELY THROUGH WARP'S CUSTOMER SUPPORT PROCESS AS THE SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIMS OR DISPUTES.
ADDITIONAL DISPUTE RESOLUTION RESTRICTIONS
USER FURTHER AGREES THAT:
(a) Any dispute, controversy, or claim arising out of or relating to this Agreement, the Platform, or Services must be raised within six (6) months of the date the cause of action accrues, after which such claims are forever barred;
(b) User waives any right to seek relief from regulatory bodies, government agencies, or administrative tribunals regarding commercial disputes covered by this Agreement, except where such waiver is prohibited by law;
(c) All claims must be brought individually and User may not consolidate claims with those of other parties;
(d) User waives any right to seek attorney's fees, costs, or expenses in connection with any dispute resolution proceedings.
6.1. Resolution of Issues
In the event User experiences any issues with the Platform or Services, User should first contact Warp's support team through Intercom or email. For disputes that cannot be resolved through customer support within thirty (30) days, such disputes shall be resolved through binding arbitration as follows:
(a) All unresolved disputes shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association;
(b) The arbitration shall be conducted by a single arbitrator in New York, New York;
(c) The arbitrator's decision shall be final and binding;
(d) Judgment on the arbitration award may be entered in any court having jurisdiction.
For minor disputes involving amounts less than $1,000, Warp may, at its sole discretion, provide refunds or credits as full settlement of any claims.
6.2. Class Action Waiver
TO THE FULLEST EXTENT PERMITTED BY LAW, USER EXPRESSLY WAIVES ALL RIGHTS TO CLASS ACTION PROCEEDINGS AND AGREES NOT TO PARTICIPATE IN ANY COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTIONS OF ANY KIND.
6.3. Survival
The provisions of this Section 6 shall survive any termination of this Agreement.
7. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. As set forth in Section 6, User has waived all rights to initiate any legal proceedings, arbitration, or other formal dispute resolution processes against Warp.
8. FORCE MAJEURE
Warp shall not be liable for any delay or failure in performance under this Agreement arising from circumstances beyond its reasonable control, including without limitation: acts of God, governmental actions, changes in laws or regulations, embargoes, wars, terrorist acts, civil unrest, natural disasters, fires, floods, pandemics, power failures, telecommunications or Internet disruptions, cyber attacks, system outages, third-party service provider failures, technical malfunctions, or acts or omissions of Employers, Users, or any third parties. The time for performance of any such obligation shall be extended for the period of such delay or prevention.
9. GENERAL PROVISIONS
9.1. Entire Agreement
This Agreement constitutes the complete and exclusive agreement between Warp and User regarding the Platform and Services, superseding all prior or contemporaneous agreements, proposals, discussions, or communications, whether written or oral. If any provision of this Agreement is held to be unenforceable, such provision shall be modified to the extent necessary to make it enforceable or, if such modification is not possible, shall be stricken from this Agreement without affecting the enforceability of the remaining provisions.
9.2. Assignment
User shall not assign or transfer this Agreement, whether by operation of law or otherwise, without Warp's prior written consent. Any attempted assignment or transfer in violation hereof shall be null and void. Warp may freely assign or transfer this Agreement and any rights hereunder without restriction. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties' respective successors and permitted assigns.
9.3. Notices
All notices, consents, and communications under this Agreement shall be provided by Warp: (i) via email to User's registered email address, or (ii) through notifications posted on the Platform. For email notices, the date of receipt shall constitute the date of notice. For Platform notifications, the date of posting shall constitute the date of notice.
9.4. No Waiver
Warp's failure to enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision. Any waiver of rights by Warp must be express, in writing, and signed by an authorized representative of Warp. The exercise of any right or remedy provided in this Agreement shall be without prejudice to Warp's right to exercise any other right or remedy.
10. CONTACT INFORMATION
For any questions regarding this Agreement or the Platform and Services, User may contact Warp through:
• Intercom (available within the Platform)
• Email: contact@joinwarp.com
Warp does not accept inquiries, feedback, or complaints at its physical locations. All communications must be directed through the designated support channels listed above.
For direct assistance and fastest response times, Users are encouraged to use the in-Platform Intercom support feature.
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11. ADDITIONAL MEMBER OBLIGATIONS
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11.1 Enhanced Security Requirements and Compliance
User must comply with the following security requirements:
(a) Enable multi-factor authentication (MFA) where available and maintain strong, unique passwords;
(b) Keep devices updated with current operating-system patches and security updates;
(c) Employ anti-malware software and maintain current virus definitions;
(d) Access the Platform only from secure networks and avoid public WiFi for sensitive operations;
(e) Immediately notify Warp of any suspected security compromise, unauthorized access, or data breach;
(f) Comply with all applicable data protection laws and regulations, including GDPR, CCPA, and state privacy requirements;
(g) Not share login credentials with any third party or allow unauthorized access to the Platform;
(h) Log out of the Platform when not in active use, especially on shared or public devices.
User acknowledges that failure to comply with these security requirements may result in immediate account suspension or termination. User is responsible for all activity conducted under their credentials, regardless of whether such activity was authorized.
11.2 Accurate Profile Information
User agrees to maintain accurate personal information—including legal name, mailing address, and tax residency—and update such information within ten (10) business days of any change. Warp may rely conclusively on the accuracy of profile data when generating tax documents (e.g., Forms W-2 or 1099).
11.3 Legal Use of Content and Prohibited Activities
User shall not upload, disseminate, or store content that infringes intellectual-property rights, invades privacy, or violates export-control regulations, including but not limited to the U.S. Export Administration Regulations and OFAC sanctions.
User is specifically prohibited from:
(a) Using the Platform for any illegal activities or in violation of any applicable laws or regulations;
(b) Attempting to gain unauthorized access to other user accounts, systems, or networks;
(c) Interfering with or disrupting the Platform's operation or security features;
(d) Using automated tools, bots, or scripts to access or interact with the Platform;
(e) Collecting or harvesting information about other users without authorization;
(f) Impersonating any person or entity or misrepresenting affiliation with any person or entity;
(g) Transmitting viruses, malware, or other harmful code through the Platform;
(h) Engaging in any activity that could damage Warp's reputation or business relationships;
(i) Using the Platform to compete with Warp or develop competing products or services.
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12. COMMUNITY GUIDELINES & USER CONTENT
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12.1 Prohibited Content
User shall not create or share content that: (a) is sexually explicit or pornographic; (b) promotes violence or self-harm; (c) contains hate speech; (d) depicts the exploitation of minors; or (e) violates any applicable law or regulation.
12.2 License to Warp
By posting any content within the Platform—for example, profile photos, expense receipts, or message-board comments—User grants Warp a worldwide, non-exclusive, royalty-free license to host, display, and transmit such content solely for purposes of operating the Platform and providing the Services.
12.3 Moderation Rights
Warp reserves the right, but has no obligation, to monitor User-generated content. Warp may remove or disable access to content at its sole discretion and may suspend or terminate accounts for repeated or egregious violations.
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13. MOBILE SERVICES AND SMS CONSENT
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13.1 SMS Notifications
By providing a mobile number, User consents to receive SMS messages relating to account security, payroll notifications, or benefit enrollment. Message and data rates may apply.
13.2 Opt-Out
User may opt out of non-essential SMS communications at any time by replying STOP to any message or by updating notification preferences in the Platform. Transactional and security-critical messages are not subject to opt-out.
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14. PLATFORM AVAILABILITY & UPDATES
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14.1 Scheduled Maintenance
Warp performs routine maintenance during off-peak hours, typically between 02:00 and 04:00 U.S. Eastern Time. Warp will post maintenance notices at least twenty-four (24) hours in advance, except for emergency fixes.
14.2 Beta Features
Warp may invite Users to test pre-release features. Beta features are provided "as is" without warranty and may be discontinued at any time. Feedback on beta features is Subject to Section 1 regarding Feedback ownership.
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15. SEVERABILITY; INTERPRETATION
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If any provision of Sections 11-15 conflicts with earlier provisions, the interpretation affording greater protection to User privacy and data security shall control. Headings are for convenience only and do not affect interpretation.
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END OF SUPPLEMENTAL MEMBER TERMS
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