© 2024 Warp · 169 Madison Ave, #2298, New York City, NY 10016
Last updated Sep 10, 2024
PLEASE READ CAREFULLY: THE ARBITRATION AND DISPUTE RESOLUTION SECTION OF THESE TERMS CONTAINS A MANDATORY ARBITRATION PROVISION REQUIRING ALL DISPUTES BETWEEN EMPLOYER AND WARP TO BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION. BY ACCEPTING THESE TERMS, EMPLOYER EXPRESSLY AND IRREVOCABLY WAIVES: (1) THE RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION; (2) THE RIGHT TO INITIATE OR PARTICIPATE IN ANY LEGAL ACTION OR PROCEEDING IN ANY COURT OF LAW; AND (3) THE RIGHT TO A JURY TRIAL. ALL CLAIMS AND RELIEF AGAINST WARP MUST BE PURSUED ON AN INDIVIDUAL BASIS ONLY THROUGH ARBITRATION.
This Master Services Agreement and Employer Terms of Service (collectively, the "Agreement" or "Terms") constitutes a legally binding contract between Employer (as defined herein) and Poaster Technologies, Inc., including its subsidiaries and affiliates (collectively, "Warp," "Company," "we," "us," or "our"). This Agreement governs Employer's access to and use of Warp's comprehensive workforce management platform, including but not limited to its applications, websites, software, and related support services (collectively, the "Platform"), through which Warp provides various products and services (the "Services"), whether directly or through third-party integrations.
"Employer" refers to the business entity, organization, or company on whose behalf this Agreement is accepted. For clarity, if these Terms are being accepted in connection with establishing a Warp account for a limited liability company, such limited liability company constitutes the Employer.
This Agreement applies to:
1. Authorized representatives acting on behalf of Employer ("Administrators");
2. Employer's use of the Platform and Services; and
3. Any additional services or features accessed through the Platform.
For employees, contractors, or other personnel of Employer ("Members") granted access to the Platform for purposes of viewing paystubs, enrolling in benefits, or accessing other Employer-enabled Services, the Member Terms of Service shall govern their individual use of the Platform.
For accounting professionals or bookkeepers utilizing Warp's professional services platform and/or managing client accounts, both this Agreement and the Warp Professional Services Terms shall apply to Platform access and usage on behalf of clients (each considered an Employer).
Specific Services, promotions, policies, and other offerings may be subject to additional terms and conditions ("Supplemental Terms") as published at https://www.joinwarp.com/member-terms. Such Supplemental Terms are hereby incorporated by reference and form an integral part of this Agreement. In the event of any conflict between these Terms and any Supplemental Terms, the Supplemental Terms shall prevail with respect to the specific subject matter thereof.
By accessing or utilizing the Platform or any Services, Employer agrees to be bound by these Terms, any applicable Supplemental Terms, and Warp's Acceptable Use Policy. If you are accepting this Agreement as an agent or authorized representative of Employer, you represent and warrant that you possess the requisite authority to bind Employer to these Terms, and that Employer accepts and agrees to be bound hereby.
Access to Warp's Services requires the establishment of an employer account ("Employer Account"). Each Employer Account is owned exclusively by the Employer and contains proprietary information including payroll data and business expenses. Employer must designate at least one authorized administrator ("Administrator") who will manage the Employer Account. In cases where an individual creates an Employer Account on behalf of an Employer, such individual acknowledges that they are acting in their capacity as an Administrator and that all ownership rights vest solely with the Employer.
Each Administrator will access the Employer Account through a designated administrator profile ("Administrator Profile"). Administrators must maintain unique login credentials, create and safeguard confidential passwords, provide any additional authentication information as required by Warp, and maintain strict confidentiality of all security credentials.
Employer may designate third-party professionals (including accountants and bookkeepers) as administrators ("Professional Administrators"). Such Professional Administrators shall be subject to these Terms, the Warp Professional Services Terms, and any additional requirements imposed by Warp. Professional Administrators may be authorized to: (a) invite additional Professional Administrators; (b) enable third-party service integrations; (c) manage administrator permissions; and (d) process payments for Service Fees on Employer's behalf.
By designating a Professional Administrator, Employer explicitly authorizes such individual or entity to act as Employer's authorized representative on the Platform, including providing information to Warp regarding the Employer Account, banking information, and payment matters.
Administrator Permissions Based on assigned permissions, Administrators may be authorized to: (a) input and modify information; (b) process and approve payroll; (c) enroll in Services; (d) accept additional terms on Employer's behalf; and (e) perform other account-related functions. Employer shall regularly review Administrator access and permissions, ensure only authorized individuals maintain account access, contact Warp directly for assistance in removing Administrator access if unable to do so independently, and ensure all Administrators comply with these Terms.
Employer assumes full responsibility for: (a) the security and confidentiality of all account credentials, including Administrator Profile access information; (b) the protection and confidentiality of all information accessible through the Employer Account; (c) compliance with all security protocols and requirements communicated by Warp; and (d) implementation of appropriate security measures to prevent unauthorized access.
Account Activity Employer bears full responsibility for all actions and transactions executed through the Employer Account ("Authorized Actions"), regardless of Employer's knowledge or explicit authorization of such actions. Authorized Actions include actions taken by authorized Administrators, transactions or actions directed by any party reasonably believed by Warp to be Employer or an authorized Administrator, instructions provided to Warp orally or in writing, and any other account activity conducted through authorized access credentials.
Employer explicitly accepts all risks associated with unauthorized access to the Employer Account. In the event Employer suspects or becomes aware of any compromise to the Employer Account, Administrator Profiles, or any associated login credentials, Employer must immediately notify Warp. Upon reasonable suspicion of account compromise, Warp reserves the right to suspend the Employer Account and all Administrator access without prior notice.
Employer is strictly prohibited from granting account access to or sharing confidential login credentials with Prohibited Third Parties. A "Prohibited Third Party" means any third party that: (i) attempts to access or accesses the Platform or Services using Administrator credentials or profiles, regardless of purported authorization, for the purpose of harvesting, crawling, or scraping information from the Platform or Services without Warp's express written authorization; (ii) is a competitor of Warp or is affiliated with a competitor of Warp; (iii) seeks to replicate, reverse engineer, or copy Warp's Platform, Services, or business model; or (iv) attempts to harm Warp's business interests or reputation through unauthorized access to the Platform or Services.
In accordance with federal laws designed to combat terrorism financing and money laundering activities, Warp, as a financial institution, is required to obtain, verify, record, and monitor identifying information for Employer's business entity, authorized Administrators, and designated responsible party (signatory).
During account onboarding and periodically thereafter, Warp will require Employer to provide certain information ("Identification Information") including, but not limited to:
- Full legal name and business entity details
- Physical address and contact information
- Date of birth for relevant individuals
- Employer taxpayer identification number
- Business entity ownership documentation
- Other information necessary for identity verification
Warp may also require Identification Documents, such as passports, driver's licenses, or other government-issued identification, to verify the identity of Employer's business entity, Administrators, and signatory. This information may also be used to resolve any disputes regarding Employer Account management or access.
Employer must link at least one (1) United States-based bank account ("Bank Account") to facilitate payment processing and Service Fee collection, unless otherwise authorized by Warp in writing. Warp will collect and verify certain information about the Bank Account ("Employer Banking Information"), including:
- Account and financial institution details
- Bank Account signatory information
- Payment recipient information
- Transaction details
Employer represents and warrants that:
1. It has proper authority to share all Identification Information, Identification Documents, and Employer Banking Information;
2. All provided information is truthful, current, accurate, and complete;
3. Information is not being submitted on behalf of any third party.
Employer acknowledges that failure to provide requested information in a timely manner may result in Service interruption or immediate Agreement termination without notice or liability. Warp reserves the right to obtain and report business information about Employer to relevant authorities and to terminate this Agreement immediately if unable to verify satisfactory financial standing or for any other lawful business reason, which may remain confidential at Warp's discretion.
Warp maintains comprehensive account opening and maintenance controls in compliance with the Bank Secrecy Act, FinCEN's Employer Due Diligence ("CDD") Rule, and Warp's internal Know Your Customer ("KYC") program. These controls are designed to establish reasonable certainty regarding Employer's true identity, understand the nature and purpose of Employer's transactions, and assess potential risks associated with Employer's relationship and financial activities.
As required by the Office of Foreign Asset Control ("OFAC") regulations applicable to U.S. persons and financial institutions, Warp reserves the right to: (i) place a hold on Employer's Bank Account or funds; or (ii) terminate this Agreement immediately without notice, if Warp determines, in its sole discretion, that Employer or any of Employer's Administrators: (a) are designated as a Specially Designated National by OFAC; (b) fall within the scope of any country-based sanctions program; or (c) attempt to transmit funds to a sanctioned country or recipient, or to any party that Warp reasonably believes to be subject to sanctions.
"Employer Data" encompasses all content and information uploaded through the Platform, including but not limited to files, employment documents, messages, and personal information about Members or Administrators, whether uploaded directly by Employer or by Members at Employer's direction.
Employer bears sole responsibility for ensuring all collection and processing of Employer Data complies with applicable laws and regulations. Employer represents and warrants that it has obtained all necessary rights, licenses, consents, and authorizations to use and make available any Employer Data uploaded to the Platform, and that it has authority to instruct Warp regarding the handling of such data.
Employer may manage Employer Data through various Platform functions, including enabling or disabling third-party integrations, managing permissions, and granting access rights to Administrators or Members. Employer acknowledges that such instructions may result in the access, use, disclosure, modification, or deletion of certain Employer Data. Employer assumes sole responsibility for resolving any disputes with Members relating to Employer Data, Platform usage, Services, or Employer's compliance with its responsibilities.
As a financial institution, Warp must comply with state and federal data retention requirements. Consequently, certain Employer Data may not be eligible for removal from the Platform. Warp assumes no responsibility or liability for the removal, deletion, or preservation of Employer Data. Employer acknowledges that use of the Platform and Services is at Employer's own risk regarding potential loss or modification of Employer Data.
Employer acknowledges and agrees that all Employer Data transmitted to or processed through the Platform will be handled in accordance with Warp's legal obligations and Privacy Policy, as updated from time to time, including processing for service improvement purposes. The Privacy Policy, available at [Warp's privacy policy URL], is incorporated into this Agreement by reference. Employer should regularly review the Privacy Policy for updates.
Employer shall comply with all Platform and Service-related instructions provided by Warp and shall furnish accurate and complete information necessary for Warp's performance of the Services in a timely manner. Warp's provision of Services is contingent upon and will rely on information provided by Employer, including but not limited to Employer Data, tax information, payroll information, benefits information, and employment information concerning Employer and/or Members.
Warp is entitled to rely on all information provided by Employer without independent verification or correction obligations. Employer assumes sole responsibility for any liability arising from failure to correct or update such information. Employer must promptly verify the accuracy of any Warp-generated content based on Employer-provided information and notify Warp of any inaccuracies without delay.
Employer shall promptly notify Warp of any third-party notices, including but not limited to communications from the IRS, government agencies, or insurance carriers, that may: (a) affect Warp's ability to effectively provide the Services, or (b) increase the likelihood of a Claim against either Employer or Warp in connection with the Services.
Employer agrees to pay all Service Fees as specified in Warp's published pricing schedule or as otherwise agreed upon. Additional fees may apply for exceptions processing, setup, and special services, including optional add-ons (collectively, "Service Fees"). Service Fees accrue for any full or partial calendar month of enrollment, regardless of actual Service usage, unless otherwise specified by Warp.
Warp will invoice Employer for all Service Fees. Employer must:
• Review invoices promptly and notify Warp of any inaccuracies
• Authorize Warp to debit the Bank Account for Service Fees monthly in arrears
• Pay all invoices within fifteen (15) days of receipt via Warp-approved payment methods
• Reimburse Warp for any applicable government-imposed sales, use, or similar taxes
Service Fees are non-refundable unless explicitly stated otherwise. Warp reserves the right to modify Service Fees upon thirty (30) days' advance notice. Continued use of the Platform or Services following such modification constitutes acceptance of the changed fees.
In the event of payment default or unauthorized payment reversals, Warp will:
- Deactivate Employer's Account and terminate all Platform access within fourteen (14) calendar days of payment default
- Suspend immediate access to certain Platform features upon initial payment default
- Assess exceptions processing fees, bank fees, and return item charges
- Charge interest at the lesser of 18% per annum or the maximum legal rate
- Recover reasonable collection costs, including attorneys' fees and third-party collection service expenses
Prior to account deactivation, Warp will provide notice of payment default to Employer's designated contact. Account reactivation following deactivation will require payment of all outstanding amounts, including applicable fees and charges. Deactivation or suspension of the Employer Account does not relieve Employer of the obligation to pay any outstanding amounts.
Employer may authorize a Professional Administrator to pay Service Fees on Employer's behalf. Such authorization creates joint and several liability between Employer and Professional Administrator for unpaid Service Fees and associated collection costs reasonably incurred by Warp.
Warp may offer various discounts and promotional pricing on our Services in accordance with our Promotional Terms and Conditions. Our standard gift card promotion terms are available at joinwarp.com/gift-card-terms.
Certain insurance products and services may be provided through Warp's affiliated entities. Warp also provides non-insurance services, including HR and payroll services, which are entirely independent of any insurance offerings. Employer is not required to purchase any insurance products from Warp or its affiliates to receive non-insurance Services or to qualify for any promotions or discounts we may offer.
Warp offers three service tiers: Warp Basic, Pro, and Premium. Employer may switch between Service Plans subject to the following conditions:
- Changes are limited to once per calendar month
- Upgrades take effect immediately, with associated fee adjustments reflected in the next monthly invoice
- Downgrades, including any reduction in features or Services, take effect at the beginning of the following calendar month
Employer may enroll in or remove individual Services separate from Service Plans, unless otherwise specified in applicable Additional Terms. New Service enrollments take effect immediately upon activation. Removed Services remain accessible through the end of the current calendar month.
When upgrading Service Plans:
- Immediate access to enhanced features and Services
- Updated Service Fees appear on the month-end invoice
- Pro-rated charges may apply for partial month usage
When downgrading Service Plans:
- Current Service Plan remains active through month-end
- New reduced Service Fees effective following calendar month
- Access to premium features terminates at month-end
Warp and its licensors maintain exclusive ownership of:
- The Platform, Services, and all content therein (excluding Employer Data and Third-Party Services) ("Warp Content")
- All modifications, enhancements, upgrades, and updates to the Platform, Services, and Warp Content
- All intellectual property rights, including copyrights, trademarks, service marks, trade secrets, and patents (whether registered or unregistered) related to the Platform, Services, and Warp Content
This Agreement grants Employer no rights except those expressly stated herein. Employer is specifically prohibited from:
- Copying, transmitting, transferring, modifying, or creating derivative works
- Reverse engineering, decompiling, or deriving source code
- Removing, altering, or obscuring any copyright, trademark, service mark, or proprietary notices
Any feedback, suggestions, or recommendations ("Feedback") provided by Employer, including survey responses regarding Platform or Service experience, are given voluntarily. Employer grants Warp an unlimited, irrevocable, perpetual, sublicensable, transferrable, royalty-free license to use such Feedback at Warp's sole discretion without obligation, compensation, or restriction.
Warp grants Employer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access, use, and view the Employer-facing components of Warp Content, Platform, and Services solely as necessary for intended use and in accordance with this Agreement and applicable Additional Terms.
Use of the Platform and Services is at Employer's sole risk. Unless explicitly stated in applicable Additional Terms, Employer acknowledges that: (a) the Platform, Services, and Warp Content are for informational purposes only; (b) no content constitutes legal, regulatory, tax, financial, accounting, employment, or other professional advice; and (c) customer support communications should not be construed as professional guidance.
Employer bears sole responsibility for: (a) ensuring compliance with applicable laws and regulations; (b) seeking appropriate professional counsel when needed; and (c) making informed decisions independent of Platform content or Services. The information provided through the Platform and Services should not be used as a substitute for consultation with qualified professional advisors who are familiar with Employer's particular circumstances.
Warp makes no guarantees or warranties regarding: (a) specific outcomes from Platform or Service usage; (b) results of implementing any Warp Content recommendations; or (c) success of any particular business strategy or approach. Professional consultation with qualified advisors is strongly recommended for specific legal, financial, or business matters.
Professional consultation with qualified advisors is strongly recommended for specific legal, financial, or business matters.
Employer may terminate the Employer Account at any time through the Platform. Unless otherwise specified, such termination constitutes termination of this Agreement. Service Fees will not be prorated, and accounts terminated mid-month will incur full monthly charges for all active Services at termination. Employer remains solely responsible for compliance with all applicable wage and hour, taxation, and employment regulations affecting Member obligations following Service termination.
Warp may terminate or suspend Services immediately and without prior notice if: (a) Employer violates this Agreement or other Warp terms; (b) Service usage substantially exceeds or differs from normal Employer usage patterns; (c) suspicious activity suggests potential fraud, misuse, or security concerns; (d) unauthorized access or illegal activity is detected; (e) Employer is determined to be a competitor of Warp or affiliated with a competitor; or (f) Employer's use of the Services appears designed to study, copy, or replicate Warp's features, functionality, or business model for competitive purposes.
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; or (d) gathering competitive intelligence about Warp's business model, pricing structure, or service offerings.
Upon Service termination: (a) all access rights to subscribed Services automatically terminate; (b) Employer Account becomes available in limited, read-only capacity subject to Agreement compliance; and (c) pre-termination rights regarding completed transactions remain unaffected. Warp bears no liability for costs, losses, damages, penalties, fines, expenses, or liabilities arising from Agreement termination.
Following termination, Warp's data retention policies apply as follows:
- Standard Cancellation: Employer Data will be retained for thirty (30) days post-cancellation
- Extended Tax Filing Service: If Employer opts for continued tax services, data will be retained until four (4) months after the new calendar year
Upon termination, responsibility for quarterly and end-of-year tax filings, including W-2 issuance, transfers to Employer's new service provider. Should Employer elect to have Warp continue managing tax obligations for the remainder of the calendar year, the following fees apply:
- Federal Forms: $100 flat fee
- State Forms: $100 per state
- W-2/1099 Forms: $5 per form
Certain provisions survive termination, including: (a) applicable payment obligations; (b) privacy rights and obligations; (c) anti-money laundering compliance requirements; (d) use restrictions; (e) indemnity obligations; (f) warranty disclaimers; and (g) liability limitations.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, SERVICES, AND WARP CONTENT ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WARP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS, AND NON-INFRINGEMENT. WARP MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF THE SERVICES OR ANY INFORMATION OR WARP CONTENT. WARP CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF EMPLOYER DATA OR ANY INFORMATION INPUT INTO THE PLATFORM OR SERVICES BY EMPLOYER OR MEMBER AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SUCH DATA AND INFORMATION. WARP DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR WARP CONTENT WILL: (a) MEET EMPLOYER'S EXPECTATIONS OR REQUIREMENTS; (b) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (c) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION.
Warp makes no representations regarding Platform uptime, availability, or geographical permissibility. Platform access may be interrupted during scheduled or emergency system maintenance, with or without notice. The Platform's reliance on third-party technology and services means that changes to third-party providers may disable, reduce, or adversely affect Platform access. No oral or written information from Warp representatives shall create additional warranties or expand existing ones.
Employer agrees to indemnify and hold harmless Warp and its officers, directors, employees, successors, assigns, representatives, subsidiaries, affiliates, and agents (collectively, the "Indemnified Parties") from and against any losses, damages, expenses, claims, actions, disputes, suits, proceedings, and demands (including reasonable legal and accounting fees) ("Claims"), regardless of merit, arising from: (a) Employer's or Member's access to, use of, or participation in the Platform, Services, or Warp Content; (b) Employer Data or Shared Employer Data; (c) violation or alleged violation of this Agreement or any Warp-provided instructions; (d) Employer's or Member's violation or alleged violation of any third-party right; (e) Employer's or Member's violation or alleged violation of applicable laws, rules, or regulations; (f) Employer's or Member's gross negligence, fraudulent activity, or willful misconduct; (g) Warp's or any Indemnified Party's use of or reliance on information furnished by or on behalf of Employer; (h) actions undertaken by Warp or any Indemnified Party at Employer's request or instruction, or at the request of anyone reasonably believed to be acting with Employer's authority; and (i) Warp's or any Indemnified Party's use of or reliance on information resulting from such Requested Actions.
Employer acknowledges and expressly agrees that Warp shall not be liable, and Employer waives any right to hold Warp responsible, for any damages, losses, or liabilities arising directly or indirectly from: (a) any Employer Data or reliance thereon by Warp or third parties; (b) any Resulting Errors; (c) Employer's failure or delay in providing necessary information for Service provision; (d) Employer's non-compliance with applicable laws, rules, regulations, or legal obligations; (e) unauthorized Account access or credential compromise; (f) negligent acts or omissions of Employer or its Members; (g) Claims that could have been reasonably mitigated through Employer's diligent efforts; (h) any Requested Actions; (i) non-compliance with Warp's Platform, Content, or Service instructions; or (j) use or inability to use the Platform or Services.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WARP AND ALL PARTIES INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE PLATFORM, SERVICES, OR WARP CONTENT HEREBY DISCLAIM LIABILITY FOR ANY AND ALL INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES. THIS DISCLAIMER ENCOMPASSES, WITHOUT LIMITATION, LOST PROFITS, DATA LOSS, GOODWILL DIMINUTION, SERVICE DISRUPTION, COMPUTER IMPAIRMENT, SYSTEM FAILURE, AND COSTS OF SUBSTITUTE SERVICES, WHETHER ARISING FROM THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PLATFORM, SERVICES, WARP CONTENT, OR THIRD-PARTY SERVICES AND CONTENT. THIS DISCLAIMER APPLIES REGARDLESS OF THE LEGAL THEORY ASSERTED, INCLUDING BUT NOT LIMITED TO WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR PRODUCT LIABILITY, AND APPLIES EVEN IF WARP HAS BEEN ADVISED OF POTENTIAL DAMAGES AND EVEN IF ANY LIMITED REMEDY HEREIN FAILS OF ITS ESSENTIAL PURPOSE. WHILE CERTAIN JURISDICTIONS MAY PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE FOREGOING LIMITATIONS MAY NOT APPLY IN SUCH JURISDICTIONS. NOTWITHSTANDING THE FOREGOING, WARP'S MAXIMUM AGGREGATE LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY EMPLOYER TO WARP FOR PLATFORM, SERVICE, OR WARP CONTENT USE IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT(S) GIVING RISE TO SUCH CLAIM.
BY ENTERING INTO THIS AGREEMENT, EMPLOYER EXPRESSLY ACKNOWLEDGES HAVING READ AND UNDERSTOOD THE FOLLOWING PROVISIONS, WHICH MATERIALLY LIMIT EMPLOYER'S LEGAL RIGHTS AND REMEDIES. EMPLOYER'S ACCEPTANCE OF THIS AGREEMENT CONSTITUTES A KNOWING AND VOLUNTARY WAIVER OF SUBSTANTIAL LEGAL RIGHTS.
EMPLOYER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE FOLLOWING RIGHTS:
1. THE RIGHT TO TRIAL BY JURY IN ANY FORUM AND THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING;
2. THE RIGHT TO INITIATE, PARTICIPATE IN, OR BE A PARTY TO ANY ARBITRATION PROCEEDINGS AGAINST WARP, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS; AND
3. 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 OR OTHER FORUM.
THE FOREGOING WAIVERS ARE MATERIAL INDUCEMENTS FOR WARP TO ENTER INTO THIS AGREEMENT AND PROVIDE THE SERVICES TO EMPLOYER. THESE WAIVERS SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
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: (a) acts of God; (b) governmental actions or regulatory changes; (c) changes in laws or regulations; (d) embargoes, wars, terrorist acts, or civil unrest; (e) natural disasters, fires, floods, or pandemics; (f) power failures or telecommunications disruptions; (g) Internet outages or cyber attacks; (h) system failures or technical malfunctions; (i) third-party service provider failures; or (j) acts or omissions of Employer, Members, or any third parties.
In the event of such force majeure event, Warp's time for performance of any obligations shall be extended for the duration of such delay or prevention. Employer acknowledges that the Platform's reliance on third-party infrastructure and services may result in interruptions beyond Warp's direct control. Such events shall not constitute a breach of this Agreement, and Warp shall use commercially reasonable efforts to minimize service disruptions and restore normal operations as soon as practicable.
This Agreement, together with any Additional Terms and the Privacy Policy, constitutes the complete and exclusive agreement between Warp and Employer 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 minimum extent necessary to make it enforceable or, if such modification is not possible, shall be severed from this Agreement without affecting the enforceability of the remaining provisions.
Employer shall not assign, transfer, delegate, or sublicense this Agreement or any rights or obligations hereunder, whether by operation of law, merger, acquisition, or otherwise, without Warp's prior written consent. Any attempted assignment, transfer, delegation, or sublicense in violation hereof shall be null and void ab initio. Warp may freely assign, transfer, delegate, or sublicense this Agreement and any rights or obligations hereunder without restriction or Employer's consent. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties' respective successors and permitted assigns.
All notices, consents, and communications under this Agreement shall be provided by Warp through either: (i) email to Employer's designated Administrator email address(es); (ii) notifications posted on the Platform; or (iii) written communication to Employer's address of record. 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. For written communications, the date of delivery shall constitute the date of notice. Employer is responsible for maintaining current contact information in the Platform.
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 officer of Warp. The exercise by either party of any right or remedy provided in this Agreement shall be without prejudice to its right to exercise any other right or remedy. No waiver by Warp of any breach of this Agreement shall operate as a waiver of any subsequent breach.
For questions regarding this Agreement or the Platform and Services, Employer may contact Warp through the following designated support channels:
Primary Support Channel:
- Intercom Support (accessible within the Platform)
Alternative Contact Method:
- Email: contact@joinwarp.com
Employers are strongly encouraged to utilize the in-Platform Intercom support feature for direct assistance and optimal response times. Warp does not accept or process any inquiries, feedback, complaints, or communications at its physical locations. All communications must be directed through the designated support channels listed above.
For urgent matters affecting payroll processing or Platform access, Employers should use the Intercom support feature and clearly indicate the time-sensitive nature of their inquiry
© 2024 Warp · 169 Madison Ave, #2298, New York City, NY 10016