Member Terms of Service

These Terms of Service ("Terms" or "Agreement") constitute a legally binding agreement between you ("User") and Poaster Technologies, Inc., including its subsidiaries and affiliates ("Warp," "we," "us," or "our"). These Terms govern your access to and use of Warp's platform, including any websites, applications, software, and support services (the "Platform"), through which Warp provides its products and services (the "Services").

"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 your access to the Platform. Where you are a contractor receiving payments through the Platform, you are referred to as a "Contractor."

By accessing or using the Platform or Services, or by clicking "Accept" or "Agree," you acknowledge that you have read, understood, and agree to be bound by these Terms, including any additional terms, policies, or guidelines referenced herein. If you are accepting these Terms on behalf of an entity, you represent and warrant that you have the authority to bind such entity.

Warp may update or modify these Terms at any time in its sole discretion. Your continued use of the Platform following any changes constitutes acceptance of the modified Terms.

This Agreement contains a mandatory arbitration provision (see Section 5) requiring all disputes to be resolved through final and binding arbitration. By accepting these Terms, you waive the right to a jury trial, the right to participate in any class or representative action, and the right to litigate disputes in court.

1. Platform access and intellectual property

All right, title, and interest in and to the Platform, Services, and all materials, features, and content therein ("Warp Intellectual Property") are and will remain the exclusive property of Warp and its licensors. This includes the Platform and Services architecture, modifications, improvements, updates, and 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 you. You shall not copy, modify, distribute, decompile, reverse engineer, or create derivative works of any Warp Intellectual Property. You shall not attempt to derive or determine the source code of the Platform or any component thereof. All rights not expressly granted are reserved by Warp and its licensors. You acknowledge the Platform is protected under United States and international intellectual property laws and shall preserve all proprietary notices and markings.

Feedback

If you provide 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 compensation or obligation to you.

Confidentiality

Through use of the Platform, you may gain access to confidential and proprietary information of Warp, including software architecture, algorithms, business processes, pricing methodologies, and trade secrets ("Warp Confidential Information"). You agree to:

• Maintain strict confidentiality of all Warp Confidential Information
• Not disclose, publish, or communicate Warp Confidential Information to any third party
• Not use Warp Confidential Information for any purpose other than the authorized use of the Platform
• Not reverse engineer, decompile, or attempt to derive source code or underlying algorithms
• Return or destroy all Warp Confidential Information upon termination of this Agreement

These confidentiality obligations survive termination for a period of five (5) years and are enforceable through injunctive relief without the need to post bond or prove monetary damages.

License

Warp grants you 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

Your access to and use of the Platform and Services is subject to Warp's Privacy Policy, 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

This section applies to any Contractor receiving payments through the Platform from their respective Employer. Any Contractor utilizing the Platform represents and warrants that they:

• Maintain a valid and active bank account within the United States
• Have duly completed and submitted Internal Revenue Service Form W-9

The Platform serves exclusively as a payment processing service. Employer has 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 to suspend or terminate payment processing services in accordance with applicable federal and state regulations.

4. Disclaimers and termination

Disclaimer of professional advice

Your use of the Platform and Services is entirely at your own risk. The Platform and Services are provided for informational purposes only. Warp does not provide legal, regulatory, tax, financial, accounting, employment, or other professional advice through the Platform. You bear sole responsibility for compliance with all applicable laws, regulations, and professional obligations. No content, feature, or communication provided through the Platform 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 outcomes or results from the use of the Platform.

Termination by Warp

Warp reserves the right to terminate this Agreement and your access to the Platform 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 restrictions

If you are determined to be a competitor of Warp or are found to be using the Platform in a manner that benefits Warp's competitors, Warp may notify you via email and immediately terminate your access. Competitive activity includes but is not limited to:

• Accessing the Platform to analyze, study, or reverse engineer Warp's features or technology
• Using insights gained from the Platform to develop competing products or services
• Being employed by or affiliated with a direct or indirect competitor of Warp
• Gathering competitive intelligence about Warp's business model, pricing, or service offerings
• Creating derivative works based on Warp's intellectual property
• Benchmarking Warp's services against competitive offerings for commercial purposes
• Attempting to recruit Warp employees or contractors
• Soliciting Warp customers or partners
• 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.

Termination by User

You may terminate this Agreement by providing written notice to Warp through Pylon or email.

Effect of termination

Upon termination for any reason, your access to the Platform and Services shall immediately cease. Termination shall not affect any rights, obligations, or liabilities that accrued prior to the effective date of termination. All provisions relating to proprietary rights, confidentiality, disclaimers, limitations of liability, indemnification, and payment obligations survive termination or expiration of this Agreement.

5. Dispute resolution

Please read this section carefully as it affects your legal rights. By accepting this Agreement, you expressly acknowledge that you have read this provision and understand that it limits your legal rights.

Waiver of rights

By entering into this Agreement, you irrevocably and unconditionally waive, to the fullest extent permitted by applicable law:

• The right to a trial by jury in any forum and the right to participate in any class action, collective action, or representative proceeding
• The right to commence, maintain, or pursue any legal action or claim against Warp, its affiliates, officers, directors, employees, or agents in any court of law
• The right to seek punitive, exemplary, consequential, or incidental damages
• The right to seek injunctive or equitable relief except as expressly provided herein
• The right to discovery or other pre-trial procedures typically available in litigation
• The right to appeal or seek review of any dispute resolution decision except as provided by law
• The right to participate in or benefit from any settlement or judgment in favor of other parties in disputes with Warp

Resolution process

All disputes shall be resolved exclusively through Warp's customer support process as the sole and exclusive remedy for any claims or disputes. If you experience any issues with the Platform or Services, contact Warp's support team through Pylon or email first. For disputes that cannot be resolved through customer support within thirty (30) days, such disputes shall be resolved through binding arbitration as follows:

• All unresolved disputes shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association
• The arbitration shall be conducted by a single arbitrator in New York, New York
• The arbitrator's decision shall be final and binding
• 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.

Limitations

• Any dispute, controversy, or claim arising out of or relating to this Agreement must be raised within six (6) months of the date the cause of action accrues, after which such claims are forever barred
• You waive 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
• All claims must be brought individually and you may not consolidate claims with those of other parties
• You waive any right to seek attorney's fees, costs, or expenses in connection with any dispute resolution proceedings

Class action waiver

To the fullest extent permitted by law, you expressly waive all rights to class action proceedings and agree not to participate in any collective, consolidated, or representative actions of any kind.

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. The provisions of this section survive any termination of this Agreement.

6. Your obligations

Security requirements

You must comply with the following security requirements:

• Enable multi-factor authentication (MFA) where available and maintain strong, unique passwords
• Keep devices updated with current operating-system patches and security updates
• Employ anti-malware software and maintain current virus definitions
• Access the Platform only from secure networks and avoid public WiFi for sensitive operations
• Immediately notify Warp of any suspected security compromise, unauthorized access, or data breach
• Comply with all applicable data protection laws and regulations, including GDPR, CCPA, and state privacy requirements
• Not share login credentials with any third party or allow unauthorized access to the Platform
• Log out of the Platform when not in active use, especially on shared or public devices

Failure to comply with these security requirements may result in immediate account suspension or termination. You are responsible for all activity conducted under your credentials, regardless of whether such activity was authorized.

Accurate profile information

You agree 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).

Prohibited activities

You 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. You are specifically prohibited from:

• Using the Platform for any illegal activities or in violation of any applicable laws or regulations
• Attempting to gain unauthorized access to other user accounts, systems, or networks
• Interfering with or disrupting the Platform's operation or security features
• Using automated tools, bots, or scripts to access or interact with the Platform
• Collecting or harvesting information about other users without authorization
• Impersonating any person or entity or misrepresenting affiliation with any person or entity
• Transmitting viruses, malware, or other harmful code through the Platform
• Engaging in any activity that could damage Warp's reputation or business relationships
• Using the Platform to compete with Warp or develop competing products or services

Content guidelines

You shall not create or share content that is sexually explicit or pornographic, promotes violence or self-harm, contains hate speech, depicts the exploitation of minors, or violates any applicable law or regulation.

License to Warp for user content

By posting any content within the Platform—for example, profile photos, expense receipts, or message-board comments—you grant 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.

Moderation

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.

7. General provisions

Force majeure

Warp shall not be liable for any delay or failure in performance arising from circumstances beyond its reasonable control, including 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 shall be extended for the period of such delay.

Entire agreement

This Agreement constitutes the complete and exclusive agreement between Warp and you regarding the Platform and Services, superseding all prior or contemporaneous agreements, proposals, discussions, or communications, whether written or oral. If any provision is held to be unenforceable, it shall be modified to the extent necessary to make it enforceable or, if such modification is not possible, stricken from this Agreement without affecting the enforceability of the remaining provisions.

Assignment

You shall not assign or transfer this Agreement, whether by operation of law or otherwise, without Warp's prior written consent. Any attempted assignment in violation hereof shall be null and void. Warp may freely assign or transfer this Agreement 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.

Notices

All notices, consents, and communications under this Agreement shall be provided by Warp via email to your registered email address or through notifications posted on the Platform. For email notices, the date of receipt constitutes the date of notice. For Platform notifications, the date of posting constitutes the date of notice.

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 must be express, in writing, and signed by an authorized representative of Warp. The exercise of any right or remedy shall be without prejudice to Warp's right to exercise any other right or remedy.

SMS consent and opt-out

By providing a mobile number, you consent to receive SMS messages relating to account security, payroll notifications, or benefit enrollment. Message and data rates may apply. You 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.

Platform availability and 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.

Beta features

Warp may invite you 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.

Severability

If any provision of this Agreement conflicts with other provisions, the interpretation affording greater protection to user privacy and data security shall control. Headings are for convenience only and do not affect interpretation.

8. Contact

For questions regarding this Agreement or the Platform and Services, you may contact Warp through:

• Pylon: 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, use the in-Platform Pylon support feature.