PLEASE READ THESE TERMS AND CONDITIONS ("TERMS") CAREFULLY BEFORE PARTICIPATING IN THE WARP SERIES A PROMOTION ("PROMOTION"). BY PARTICIPATING IN THE PROMOTION, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND REPRESENT THAT YOU SATISFY ALL ELIGIBILITY REQUIREMENTS. THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND WARP DBA POASTER TECHNOLOGIES INC., A DELAWARE CORPORATION ("WARP," "WE," "US," OR "OUR").
THIS PROMOTION IS EXCLUSIVELY AVAILABLE TO COMPANIES INCORPORATED IN THE UNITED STATES OF AMERICA. FOREIGN CORPORATIONS, PARTNERSHIPS, OR OTHER BUSINESS ENTITIES INCORPORATED OUTSIDE THE UNITED STATES ARE NOT ELIGIBLE FOR THIS PROMOTION.
THIS PROMOTION INVOLVES A MANDATORY EIGHTEEN (18) MONTH SERVICE COMMITMENT WITH IMMEDIATE PAYMENT OBLIGATIONS UPON EARLY TERMINATION. CAREFULLY REVIEW SECTION 4 REGARDING CONTRACTUAL OBLIGATIONS AND EARLY TERMINATION FEES.
1. PROMOTION OVERVIEW
1.1. Promotion Description
The Series A Promotion celebrates Warp's recent Series A funding milestone by providing qualified growth-stage companies with six (6) months of complimentary Warp payroll services ("Promotional Period") subject to execution of an eighteen (18) month minimum service commitment ("Service Term").
1.2. Promotional Benefit
(a) Six (6) consecutive months of Warp payroll services at no cost;
(b) Full access to Warp's platform and features during the Promotional Period;
(c) Standard customer support and implementation assistance;
(d) All standard platform integrations and reporting capabilities.
1.3. Service Commitment
Participation in this Promotion requires execution of a binding eighteen (18) month service agreement commencing upon platform activation ("Service Agreement").
2. ELIGIBILITY REQUIREMENTS
2.1. Company Growth Stage Qualification
(a) Funding Requirements
(i) Must have raised at least two hundred thousand dollars ($200,000) in total funding;
(ii) Funding may be from any combination of pre-seed, seed, Series A, Series B, or later rounds;
(iii) Must be from institutional venture capital, angel investors, or other professional investment sources;
(iv) Must provide verifiable documentation of funding completion;
(v) Company must demonstrate growth trajectory and scaling operations.
(b) Excluded Funding Sources
(i) Personal loans or self-funding only;
(ii) Government grants as sole funding source;
(iii) Crowdfunding as sole funding source;
(iv) Revenue-based financing as sole funding source;
(v) Debt financing without equity component;
(vi) Friends and family funding as sole source exceeding $200K threshold.
2.2. Tax and Financial Compliance Requirements
(a) Federal Tax Identification
(i) Must possess a valid Federal Employer Identification Number (EIN) issued by the Internal Revenue Service;
(ii) EIN must be in good standing with no outstanding federal tax liens or levies;
(iii) Must provide accurate and verifiable EIN documentation;
(iv) Must not use fraudulent, expired, or non-existent tax identification numbers.
(b) Financial Institution Requirements
(i) Must maintain a valid business bank account with a U.S. financial institution;
(ii) Bank account must be in the legal name of the business entity;
(iii) Must provide accurate banking information for ACH processing;
(iv) Must authorize Warp for automated clearing house (ACH) transactions.
(c) State and Local Tax Compliance
(i) Must be registered for applicable state and local tax obligations;
(ii) Must maintain current workers' compensation insurance where required;
(iii) Must provide state unemployment insurance account numbers where applicable;
(iv) Must comply with all state disability insurance requirements.
(d) Immediate Termination for False Information
(i) Providing any false, misleading, or fraudulent tax or financial information will result in immediate termination of this Agreement and all services;
(ii) Warp may report suspected fraudulent activity to appropriate government authorities;
(iii) Participant remains liable for all fees and charges incurred prior to termination;
(iv) No refunds or credits will be provided for terminations due to fraudulent information.
2.3. Corporate Structure Requirements
(a) Entity Specifications
(i) Must be a legally incorporated business entity;
(ii) Must be in good standing with all applicable jurisdictions;
(iii) Must maintain a valid Federal Employer Identification Number (EIN);
(iv) Must be authorized to conduct business in the United States;
(v) Must maintain corporate records and governance structures.
(b) Operational Requirements
(i) Must have a minimum of two (2) full-time people receiving regular compensation (may include founders and co-founders);
(ii) Must process or plan to process regular payroll on at least a bi-weekly basis;
(iii) Must maintain or establish US-based payroll operations;
(iv) Must comply with all applicable federal and state employment laws.
2.4. Decision-Making Authority
(a) Authorized Participants
(i) Chief Executive Officer;
(ii) Chief Financial Officer;
(iii) Chief Operating Officer;
(iv) Head of People/Human Resources;
(v) Other C-level executives with documented authority over payroll decisions.
(b) Authorization Requirements
(i) Must have binding authority to execute service agreements;
(ii) Must be authorized to commit company to contractual obligations;
(iii) Must provide corporate authorization documentation if requested;
(iv) Must be listed as authorized signatory on corporate documents.
2.5. Compliance and Legal Standing
(a) Legal Compliance
(i) Must not be subject to any pending litigation affecting business operations;
(ii) Must not be under investigation by regulatory authorities;
(iii) Must maintain all required business licenses and permits;
(iv) Must comply with all applicable securities regulations.
(b) Industry Restrictions and Know Your Business (KYB) Process
(i) Must not operate in high-risk industries prohibited by Warp, including but not limited to:
- Adult entertainment, pornography, or sexually explicit content
- Cannabis, marijuana, or CBD-related businesses (regardless of state legality)
- Cryptocurrency, digital currency, or blockchain-based businesses
- Multi-level marketing (MLM) or network marketing companies
- Gambling, betting, or gaming operations
- Firearms, ammunition, or weapons manufacturing/sales
- Tobacco or vaping products
- Check cashing, payday lending, or alternative financial services
- Collection agencies or debt recovery services
- Political campaigns or lobbying organizations
- Religious or ideological organizations with discriminatory practices
(ii) Must successfully complete Warp's Know Your Business (KYB) verification process;
(iii) Must not engage in illegal activities or violate applicable laws and regulations;
(iv) Must not be a direct competitor of Warp as determined by Warp in its sole discretion;
(v) Warp reserves the right to exclude additional industries or business types at its sole discretion.
2.6. Warp's Exclusion Rights
Warp reserves the absolute right, in its sole and unfettered discretion, to exclude any company from this Promotion for any reason or no reason at all, including but not limited to:
(a) Competitive concerns or conflicts of interest;
(b) Misalignment with Warp's target market or business objectives;
(c) Concerns about participant's business practices or reputation;
(d) Capacity limitations or resource constraints;
(e) Any other business, legal, or strategic considerations.
3. PROMOTION MECHANICS
3.1. Application Process
(a) Initial Application
(i) Complete submission of Warp's Series A Promotion application;
(ii) Provide all requested documentation and verification materials;
(iii) Submit to background and compliance verification;
(iv) Participate in qualification review process.
(b) Verification Process
(i) Company funding verification through third-party databases and documentation;
(ii) Corporate structure and standing verification;
(iii) Decision-maker authority confirmation;
(iv) Payroll requirements assessment.
3.2. Approval and Onboarding
(a) Approval Notification
(i) Warp will notify approved participants within ten (10) business days;
(ii) Approval is subject to successful completion of all verification requirements;
(iii) Warp reserves the right to reject any application in its sole discretion.
(b) Service Agreement Execution via PandaDoc
(i) Following platform signup, Warp will send an eighteen (18) month Service Agreement via PandaDoc;
(ii) Service Agreement must be completed and executed within thirty (30) days of receipt;
(iii) Service Agreement must be signed by authorized corporate representative;
(iv) All corporate authorization documentation must be provided;
(v) Full promotional benefit (six months free) only applies upon completed Service Agreement execution.
(c) Default Terms for Unsigned Service Agreements
(i) If Service Agreement is not executed within thirty (30) days, Participant will receive only one (1) month of complimentary service;
(ii) Following the complimentary month, standard month-to-month billing will commence;
(iii) No long-term pricing commitments or discounts will apply;
(iv) Warp may terminate services with thirty (30) days notice under month-to-month terms.
3.3. Platform Activation
(a) Implementation Timeline
(i) Platform activation must occur within sixty (60) days of approval;
(ii) Failure to activate within timeline results in promotion forfeiture;
(iii) Implementation support provided by Warp's customer success team.
(b) Promotional Period Commencement
(i) Six (6) month promotional period begins upon first payroll processing;
(ii) Promotional pricing applies only to standard payroll services;
(iii) Additional services and features subject to standard pricing.
4. CONTRACTUAL OBLIGATIONS AND EARLY TERMINATION
4.1. Service Term Commitment
(a) Minimum Service Period
(i) Participant commits to eighteen (18) consecutive months of Warp services;
(ii) Service Term commences upon platform activation and first payroll run;
(iii) Service Term continues regardless of promotional period completion;
(iv) No right of cancellation or early termination without penalty.
(b) Service Level Obligations
(i) Minimum monthly payroll processing requirements;
(ii) Maintenance of minimum employee count throughout Service Term;
(iii) Compliance with all platform terms of service;
(iv) Timely payment of all post-promotional period fees.
4.2. Pricing Structure
(a) Promotional Period (Months 1-6)
(i) No monthly service fees;
(ii) Standard per-employee processing fees waived;
(iii) Basic platform features included at no cost;
(iv) Premium features subject to standard add-on pricing.
(b) Post-Promotional Period (Months 7-18)
(i) Standard Warp Pro pricing applies;
(ii) Pricing based on employee count and service tier;
(iii) Month-to-month billing commencing at end of month 6;
(iv) First invoice issued at end of month 6 for month 7 services;
(v) Price protection against increases during remaining Service Term.
4.3. Early Termination Provisions
(a) Prohibited Early Termination
Participant may not terminate services prior to completion of the eighteen (18) month Service Term except in cases of material breach by Warp that remains uncured following sixty (60) days written notice.
(b) Liquidated Damages for Early Termination
(i) Upon any termination prior to completion of the Service Term, Participant shall immediately pay Warp the full value of all remaining Service Term obligations as liquidated damages, not as a penalty;
(ii) Participant acknowledges and agrees that Warp's actual damages from early termination would be difficult to calculate and that the liquidated damages represent a reasonable pre-estimate of such damages;
(iii) Liquidated damages include: (A) lost revenue from remaining Service Term months, (B) implementation and onboarding costs not yet recovered, (C) opportunity costs from promotional pricing, and (D) administrative costs of early termination;
(iv) The promotional discount shall be deemed forfeited and Participant must reimburse Warp for the full value of promotional services received at standard Warp Pro pricing rates;
(v) Payment due within thirty (30) days of termination notice.
(c) Calculation of Liquidated Damages
(i) Remaining months in Service Term multiplied by applicable monthly service fees based on Participant's service tier and employee count at time of enrollment;
(ii) Plus reimbursement of promotional value calculated at standard Warp Pro pricing rates;
(iii) Plus implementation and setup costs of $2,500 if termination occurs within first 12 months;
(iv) All calculations based on Warp's then-current Warp Pro pricing schedule.
(d) Alternative Payment Arrangements
(i) For liquidated damages exceeding $25,000, Participant may request a payment plan of up to six (6) months;
(ii) Payment plans require personal guarantee from authorized signatory and bear interest at 1.5% per month;
(iii) Default on payment plan accelerates entire remaining balance;
(iv) All collection costs, including reasonable attorneys' fees, shall be borne by Participant.
(e) Enforceability and Reasonableness
(i) Participant acknowledges that the liquidated damages provision is reasonable given the promotional nature of the agreement and Warp's substantial upfront investment;
(ii) Participant has had opportunity to consult legal counsel regarding these provisions;
(iii) The parties agree that actual damages would be difficult to ascertain and that liquidated damages represent a fair allocation of risk;
(iv) If any court determines the liquidated damages are unenforceable, the court may reduce but not eliminate Participant's payment obligations.
4.4. Collection and Remedies
(a) Nature of Liquidated Damages
(i) All amounts due under Section 4.3 constitute liquidated damages, not penalties, representing the parties' reasonable pre-estimate of Warp's actual damages;
(ii) Participant acknowledges that determining actual damages from early termination would involve complex calculations of lost profits, opportunity costs, and business disruption;
(iii) The liquidated damages provision is a material inducement for Warp to offer the promotional pricing and represents fair allocation of business risk;
(iv) Payment obligations are absolute and not subject to offset, counterclaim, or reduction except as expressly provided herein.
(b) Collection Rights and Procedures
(i) Warp may pursue all available legal and equitable remedies for collection of liquidated damages;
(ii) Participant is responsible for all collection costs including reasonable attorneys' fees, court costs, and collection agency fees;
(iii) Warp may report delinquent accounts to credit reporting agencies and commercial credit bureaus;
(iv) Interest accrues on unpaid amounts at the rate of 1.5% per month or the maximum legal rate, whichever is lower;
(v) All disputes regarding liquidated damages are subject to binding arbitration as set forth herein.
(c) Security and Guarantees
(i) Warp may require personal guarantees from company officers for liquidated damages exceeding $15,000;
(ii) Participant may be required to provide additional security or collateral for payment plan arrangements;
(iii) Any corporate changes, mergers, or asset transfers during the Service Term require Warp's prior written consent;
(iv) Successor entities remain bound by all payment obligations under this Agreement.
(d) Survival and Enforcement
(i) All payment obligations survive termination, bankruptcy, dissolution, or other cessation of business operations;
(ii) The liquidated damages provision shall be severable from other Agreement terms and enforceable independently;
(iii) Waiver of any payment obligation requires express written agreement signed by Warp's authorized officer;
(iv) No course of dealing or performance shall modify the liquidated damages obligation.
5. REPRESENTATIONS AND WARRANTIES
5.1. Participant Representations
Participant represents and warrants that:
(a) It has full corporate power and authority to enter into this Agreement;
(b) Execution has been duly authorized by all necessary corporate action;
(c) The signatory has authority to bind Participant to these terms;
(d) All information provided in the application process is true and accurate;
(e) It is in good standing and authorized to conduct business;
(f) No consent of any third party is required for this Agreement.
5.2. Ongoing Compliance
(a) Participant shall maintain compliance with all representations throughout Service Term;
(b) Material changes to corporate structure or business operations must be disclosed;
(c) Breach of representations may result in immediate termination and fee assessment;
(d) Warp may verify representations and request updated documentation.
6. LIMITATION OF LIABILITY AND DISCLAIMERS
6.1. Service Disclaimers
(a) Services provided "as is" without warranties of any kind;
(b) No guarantee of system uptime or performance levels during Promotional Period;
(c) Standard service level agreements apply only after Promotional Period;
(d) Warp disclaims all warranties, express or implied, including merchantability and fitness.
6.2. Limitation of Liability
(a) Warp's total liability limited to amounts paid by Participant in preceding twelve months;
(b) No liability for indirect, consequential, or punitive damages;
(c) No liability for business interruption or lost profits;
(d) Limitations apply regardless of theory of liability.
6.3. Waiver of Trial and Litigation Rights
BY ACCEPTING THIS PROMOTION, PARTICIPANT EXPRESSLY AND IRREVOCABLY WAIVES ALL RIGHTS TO:
(a) Trial by jury in any court of law;
(b) Initiate litigation in state or federal courts regarding this Promotion;
(c) Participate in class action lawsuits related to this Promotion;
(d) Seek injunctive or equitable relief against Warp regarding this Promotion;
(e) Appeal any arbitration decisions related to this Promotion;
(f) Any other judicial remedies beyond the arbitration process set forth herein.
THIS WAIVER IS A MATERIAL CONDITION OF PARTICIPATION IN THE PROMOTION AND IS INTENDED TO BE AS BROAD AS LEGALLY PERMISSIBLE.
7. DISPUTE RESOLUTION
7.1. Binding Arbitration
(a) All disputes arising under this Agreement subject to binding arbitration;
(b) Arbitration conducted under Commercial Arbitration Rules of American Arbitration Association;
(c) Single arbitrator selected by mutual agreement or AAA appointment process;
(d) Arbitration location in New York, New York.
7.2. Arbitration Procedures
(a) Discovery limited to document production and single deposition per party;
(b) Arbitrator may award attorneys' fees to prevailing party;
(c) Award final and binding with limited appeal rights;
(d) Judgment may be entered in any court of competent jurisdiction.
7.3. Class Action Waiver
(a) All disputes must be brought in individual capacity only;
(b) No right to participate in class, collective, or representative actions;
(c) No right to act as class representative or private attorney general;
(d) Waiver applies to all claims regardless of theory.
8. GENERAL PROVISIONS
8.1. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles.
8.2. Entire Agreement
These Terms, together with the Service Agreement and Warp's standard Terms of Service, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, representations, or understandings.
8.3. Amendment
Warp may modify these Terms at any time by posting updated terms on its website. Continued participation in the Promotion following such posting constitutes acceptance of modified terms.
8.4. Severability
If any provision is held unenforceable, the remainder shall remain in full force and effect, and the unenforceable provision shall be modified to achieve the parties' intent to the maximum extent permitted by law.
8.5. Assignment
Participant may not assign rights or obligations under this Agreement without Warp's prior written consent. Warp may freely assign this Agreement without restriction.
8.6. Force Majeure
Neither party liable for delays or failures due to circumstances beyond reasonable control, including acts of God, government actions, or third-party service interruptions.
9. CONTACT INFORMATION AND NOTICES
9.1. Notice Requirements
All notices must be in writing and delivered to:
Warp dba Poaster Technologies Inc.
Attention: Legal Department
[Address to be provided upon request]
Email: legal@joinwarp.com
9.2. Electronic Communications
Participant consents to receive all communications electronically, including promotional materials, service updates, and legal notices.
For questions regarding this Promotion or these Terms, contact Warp at:
Email: contact@joinwarp.com
Subject Line: "Series A Promotion Inquiry"
IMPORTANT: THESE TERMS INCLUDE MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS THAT AFFECT YOUR LEGAL RIGHTS. BY PARTICIPATING IN THIS PROMOTION, YOU AGREE TO RESOLVE ALL DISPUTES THROUGH INDIVIDUAL ARBITRATION AND WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS.
THE EIGHTEEN (18) MONTH SERVICE COMMITMENT AND EARLY TERMINATION FEE PROVISIONS ARE MATERIAL TERMS OF THIS AGREEMENT. CAREFULLY CONSIDER YOUR ABILITY TO FULFILL THE COMPLETE SERVICE TERM BEFORE PARTICIPATING IN THIS PROMOTION.
