OUR TERMS OF SERVICE HAVE BEEN REVISED. PLEASE READ CAREFULLY, AS YOUR RIGHTS AND REMEDIES UNDER THESE TERMS MAY BE AFFECTED.
Please read these Terms of Service (the “Terms”) carefully. These Terms govern your access to and use of Warp (the “Services”).
YOU AGREE THAT BY REGISTERING FOR, ACCESSING OR USING THE SERVICES, YOU ARE ENTERING INTO A LEGALLY BINDING AGREEMENT WITH Warp. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES.
Wherever used in these Terms, “you”, “your” or similar terms means the person or legal entity accessing or using the Services. If you are accessing or using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms.
Warp reserves the right to modify, supplement or replace these Terms, effective upon posting the changes on the Site or notifying you otherwise. Your continued use of the Services following the posting of changes to these Terms or receipt of notice will mean that you accept and agree to such changes. You are responsible for regularly consulting the current version of the Terms prior to your use of the Services.
1. The Services
Subject to the terms of this Agreement, Warp shall use commercially reasonable efforts to provide you with the Services. The Services are available on a free or paid subscription basis. You must select a subscription plan at the time of registration detailing the Services to be provided by Warp, along with any applicable fees and payment terms (the “Subscription Plan”).
In order to access and use the Services, you must register for a user account by providing log-in information for a user account with a third party service provider accepted by Warp. You agree that Warp may access and retain your user account information with the third party service provider for the purposes of managing your user account with Warp and providing you with the Services.
1.3. Updates and Functionalities.
You acknowledge that from time to time Warp may apply updates to the Services and that such updates may result in changes in the appearance and/or functionality of the Services (including the addition, modification, or removal of functionality, features, or content), and you agree to such changes. Without limiting the foregoing, Warp may, in its sole discretion, change the functionality associated with certain Subscription Plans, including but not limited to discontinuing all or part of the Services offered on a free subscription basis.
1.4. Permitted Uses.
You are responsible for your own conduct when using the Services. You agree that you will only use the Services for lawful purposes and in a manner consistent with these Terms and any applicable rules, policies and guidelines established by Warp in respect of the Services. Misuse or unauthorized use of the Services and its related systems or networks, or of any information or material available through the Services is strictly prohibited and Warp reserves the right, at its sole discretion and without liability or prejudice to any other remedies that it may have, to immediately suspend or terminate access by any user who is using, or who Warp reasonably believes is using, the Services in violation of these Terms.
1.5. Prohibited Uses.
Without limiting Section 1.4, you agree not to use the Services to:
(i) engage in conduct that would constitute a criminal or quasi-criminal offence, that would give rise to civil liability, or that would otherwise violate any applicable local, provincial, state, federal or international law or accepted Internet protocol;
(ii) communicate, transmit, upload or post information that is inaccurate, incomplete, misleading, false or libellous;
(iii) communicate, transmit, upload or post information or material that infringes intellectual property rights, privacy rights, rights of publicity or any other rights of any person;
(iv) communicate, transmit, upload or post material that is obscene, vulgar, pornographic, abusive, defamatory, threatening, racist, sexist or otherwise objectionable;
(v) attempt to interfere with or gain unauthorized access to the Services or its related systems or networks;
(vi) advertise, solicit or otherwise promote the sale or other distribution of products or services, including products or services that compete with those offered through the Services, without Warp’s consent;
(vii) use or attempt to use the Services to gain unauthorized access to any person’s data or network; or
(vii) otherwise use the Services in a manner that could, in the opinion of Warp, adversely affect the ability of other users to use the Services or the Internet, including post or transmit information or data containing worms, viruses, Trojan horses or other disruptive components.
1.6. Third Party Products and Services.
The Services may enable you to access, interact with or purchase products or services provided by third parties, including from third party websites or applications linked to or accessible through the Services (“Third Party Services”). Warp provides access to Third Party Services as a convenience only, and such access does not imply any warranties, representations, endorsements, approvals or verification by Warp of such Third Party Services. You acknowledge that the use of Third Party Services may be subject to the terms and conditions of such Third Party Services, and that any contract entered into or transaction completed through Third Party Services is between only you and the relevant third party.
2. Intellectual Property
2.1. Warp Services.
Warp is the owner of the Services and all intellectual property rights related to the Services. All rights, title, and interest in and to the Services not expressly granted under these Terms are reserved by Warp. Without limiting the generality of the forgoing, Warp owns the trademarks and design marks, trade dress, domain names, service names, logos and associated designs (“Trademarks”) used in connection with the Services and any unauthorized use of the Trademarks is strictly prohibited.
If you submit any suggestions, comments or other feedback (“Feedback“) to Warp regarding the Services, you agree that Warp shall have a worldwide, perpetual, irrevocable, unrestricted, unlimited and fully paid-up right and license to use, copy, modify, publish, disclose, distribute, license, sublicense, incorporate into its products, and create derivative works of, any Feedback or any ideas or materials contained in or resulting from any Feedback, for any and all commercial and non-commercial purposes. For greater certainty, you agree that Warp may use and exploit any Feedback in any way at our discretion, without compensation or obligation to you or to any other party.
2.3. Subscriber Content
You retain ownership of all information and content (including text, images, video, audio and other material) that you upload, publish, transmit, link to or otherwise make available through the Services (“Subscriber Content”). You grant to Warp a non-exclusive, royalty-free, perpetual, irrevocable, transferable, world-wide license, with the right to sublicense, to access, use, reproduce, modify, publish, translate, create derivative works from, distribute, disseminate, perform, transmit, display, store, index and archive Subscriber Content or to incorporate it in other works in any form, media, or technology, for the full term of any rights that may exist in such Subscriber Content, for any purpose and without compensation or obligation to you or any other party. You are solely responsible for Subscriber Content that you upload, publish, transmit, link to or otherwise make available through the Services. If you are posting Subscriber Content belonging to or generated by or on behalf of a third party, you warrant that you are authorized to act on behalf of that third party and to bind them to these Terms.
If you are purchasing a paid subscription for the Services, you must provide Warp with a valid credit card or other form of payment instrument approved by Warp to pay for the subscription fee set out in the Subscription Plan. You agree that Warp has permission to retain and/or share with financial institutions and payment processing firms your submitted payment information in order to process your purchase. You agree that Warp may bill your credit card or other form of payment instrument approved by Warp in advance and on a periodic basis in accordance with the Subscription Plan.
3.2. Account Changes and Cancellation.
You may cancel, upgrade or downgrade your subscription at any time. Following an upgrade or downgrade of your subscription, you will be charged or issued a credit, as applicable, for the difference in fees between your old and new subscriptions prorated for the number of days remaining in the subscription period. Following the cancellation of your subscription, the service will remain active for number of days remaining in the subscription period.
3.3. Late Payment.
If any amounts due under these Terms are not received by Warp by the due date set out in the Subscription Plan, Warp may: (i) charge interest on such amounts at the rate of 12% per year or the maximum rate permitted by law, whichever is lower, from the date payment was due until the date paid, and/or (ii) suspend your access to the Services or cancel your subscription.
4.1. Support for the Services is available via the website https://Warp (or any subsequent website designated by Warp).
6.1. “Confidential Information” means any information or materials of Warp that is reasonably considered in the circumstances to be confidential or proprietary, including, but not limited to, trade secrets, hardware, software (source code and object code), specifications, designs, plans, drawings, data, prototypes, discoveries, research, developments, processes, procedures, intellectual property, market research, marketing techniques and plans, business plans and strategies, pricing policies and price lists, and financial information or other business and/or technical information and materials, whether in oral, written, electronic, graphic or machine-readable form. You agree to keep strictly confidential the Confidential Information and to not use or disclose the Confidential Information for any purpose other than as required for your use of the Services.
7. Terms and Termination
These Terms shall commence on the date on which you first register for, access or use the Services and shall continue until your subscription is cancelled.
You may cancel your subscription in accordance with Section 3.3, above, and discontinue your use of the Services at any time. If you violate these Terms or any applicable rules, policies or guidelines established by Warp in respect of the Services, or create any legal risk for Warp through your use of the Services, Warp reserves the right, in its sole discretion and without liability or prejudice to any other remedies that it may have, to immediately suspend your account or cancel your subscription. Warp may also terminate your subscription and/or the provision of the Services at any time, for any reason or for no reason and without liability, upon not less than thirty (30) days’ prior written notice. For these purposes, notice will be valid if it is sent to you or posted on the Warp website.
7.3. Effects of Termination.
Upon termination of these Terms for any reason: (i) you shall immediately discontinue your use of the Services, (ii) any rights and licenses granted to you under these Terms will terminate, and (iii) you shall immediately pay to Warp any amounts that are outstanding. Warp shall have no further obligation to you.
The following will survive termination of these Terms: Sections 2, 3.2, 3.4, 5, 6, 7.3. 7.4, 8, 9, 10, 11.1, 11.2, and 11.3.
8. Disclaimer of Warranties
8.1. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THAT THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Warp EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Warp EXPRESSLY DISCLAIMS THAT: (I) THE SERVICES WILL MEET YOUR EXPECTATIONS OR SATISFY YOUR REQUIREMENTS; (II) THE SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE; (III) THE RESULTS OBTAINED FROM YOUR USE OF THE SERVICES WILL BE COMPLETE, ACCURATE, RELIABLE OR USEFUL; AND (IV) THAT ANY ERRORS OR DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SERVICES WILL BE CORRECTED. IN ADDITION, Warp EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY IN RELATION TO: (I) ANY CONTENT MADE AVAILABLE THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO, ANY SUBSCRIBER CONTENT; (II) ANY PRODUCTS OR SERVICES OFFERED OR PROVIDED BY THIRD PARTIES IN ASSOCIATION OR CONNECTION WITH THE SERVICES, INCLUDING ANY THIRD PARTY SERVICES; (III) ANY HACKING OR OTHER UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES; AND (IV) ANY DAMAGE TO YOUR SOFTWARE, COMPUTER SYSTEM OR OTHER PROPERTY CAUSED BY VIRUSES OR OTHER MALICIOUS CODE AS A RESULT OF YOUR ACCESS OR USE OF THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT IF YOU ARE DISSATISFIED WITH OR HARMED BY THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY WILL BE TO DISCONTINUE USE OF THE SERVICES AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 7.
9. Limitation of Liability
9.1. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OUR AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND, INCLUDING ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER BY STATUTE, CONTRACT, TORT OR UNDER ANY OTHER FORM OF LIABILITY, EXCEED THE AMOUNT OF FEES PAID BY YOU FOR THE SERVICES HEREUNDER DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE.
9.2. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Warp WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Warp HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM OR RELATED TO: (I) THE USE OR THE INABILITY TO USE OR ACCESS THE SERVICES, INCLUDING ANY CONTENT, PRODUCTS, SERVICES, OFFERINGS, INFORMATION OR OTHER MATERIAL AVAILABLE THROUGH THE SERVICES; (II) ANY ERRORS OR OMISSIONS IN THE SERVICES OR ANY CONTENT; (III) THE SUSPENSION OR TERMINATION OF YOUR ABILITY TO ACCESS THE SERVICES; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SITE OR FAILURE OF OUR SYSTEMS; (V) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (VI) UNAUTHORIZED ACCESS TO OR ALTERATION OF OUR SYSTEMS OR YOUR TRANSMISSIONS, DATA AND/OR PERSONAL INFORMATION; (VII) STATEMENTS OR CONDUCT OF ANY THIRD PARTY USING THE SITE; (VIII) ANY BUGS, VIRUSES OR THE LIKE THAT ARE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY; OR (IX) ANY OTHER MATTER OR EVENT RELATING TO YOUR OR ANY OTHER PARTY’S USE OF THE SITE OR THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT IF YOU ARE DISSATISFIED WITH OR HARMED BY THE SERVICES, OR WITH ANYTHING RELATED TO THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY WILL BE TO DISCONTINUE USE OF THE SERVICES AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 7.
9.3. YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN SUBSTANTIALLY GREATER IF Warp WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN.
10. User Indemnity
10.1. You agree to defend, indemnify and hold us, our affiliates and licensors, and each of their respective officers, partners, directors, employees and agents, harmless from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, resulting from or related to: (i) your access to or use of the Services or any Subscriber Content; (ii) your violation of these Terms; or (iii) your violation of any third party right, including without limitation, any intellectual property, privacy or proprietary right, or obligation of confidentiality. You will use your best efforts to cooperate with Warp in the defense of any claim. Warp reserves the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
11.1. Governing Law; Jurisdiction and Venue.
You agree that these Terms, and your use of the Services, are governed exclusively by the laws of the State of Delaware without regard to its rules of conflict of laws. The parties hereto hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the courts of the State of Delaware and of the United States of America located in such state (the “Delaware Courts”) for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agree not to commence any litigation relating thereto except in such courts), waive any objection to the laying of venue of any such litigation in the Delaware Courts and agree not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum.
11.2. Dispute Resolution.
THE PARTIES IRREVOCABLY AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION.
You may not assign any of your rights or obligations under these Terms without our prior written consent. Warp may freely assign our rights and obligations under these Terms, either in part or in full, without notice to you.
11.4. Force Majeure.
Neither party shall be liable for delay or failure in performance (other than the making of payments) resulting from any cause beyond the reasonable control of such party, including but not limited to, acts of God, acts of war, riot, fire, flood, or other disaster, acts of government, strike lockout, power failures, or the inability to use or the failure of any third party telecommunications carrier or other services, which events or conditions prevent in whole or in part the performance by such party of its obligations hereunder or which renders the performance of such obligations so difficult or costly as to make performance commercially unreasonable.
11.5. Nature of Relationship.
Nothing in these Terms or from your use of the Services will create or be deemed to create any partnership, joint venture, agency, franchise or other business relationship between you and Warp, even if your use of the Services is for a commercial purpose which has been authorized by us. You and Warp will, at all times, be and remain independent contractors.
The provisions of these Terms are severable. If any individual provision is held to be invalid, unenforceable or contrary to applicable law, such provision shall be construed, limited, altered or deleted, as necessary, to eliminate the invalidity, unenforceability or conflict with applicable law while endeavoring to preserve the intention of these Terms, and all other provisions shall remain in full force and effect.
11.7. Entire Agreement.
The failure by Warp to exercise or enforce any right or remedy under these Terms will not constitute a waiver of such right or remedy.
11.9. Order of Precedence.
In the event of a conflict between this Agreement and the provisions of the Terms, the terms of this Agreement shall govern.
If you wish to contact Warp with any questions, comments or concerns regarding the Services or these Terms, please contact [email protected]
Warp.im (“Warp”) operates several websites including Warp.im and related subdomains. It is Warp's policy to respect your privacy regarding any information we may collect while operating our websites.
Like most website operators, Warp collects non-personally-identifying information of the sort that web browsers and servers typically make available, such as the browser type, language preference, referring site, and the date and time of each visitor request. Warp’s purpose in collecting non-personally identifying information is to better understand how Warp’s visitors use its website and to better provide related content to its visitors. From time to time, Warp may release non-personally-identifying information in the aggregate, e.g., by publishing a report on trends in the usage of its website.
Warp also collects potentially personally-identifying information like Internet Protocol (IP) addresses for logged in users. Warp only discloses logged in user IP addresses under the same circumstances that it uses and discloses personally-identifying information as described below.
Gathering of Personally-Identifying Information
Certain visitors to Warp’s websites choose to interact with Warp in ways that require Warp to gather personally-identifying information. The amount and type of information that Warp gathers depends on the nature of the interaction. For example, we ask visitors who sign up for a account at Warp.im to provide a name and email address. Those who engage in transactions with Warp - by purchasing access to the Warp paid service, for example - are asked to provide additional information, including as necessary the personal and financial information required to process those transactions. In each case, Warp collects such information only insofar as is necessary or appropriate to fulfill the purpose of the visitor’s interaction with Warp. Warp does not disclose personally-identifying information other than as described below. And visitors can always refuse to supply personally-identifying information, with the caveat that it may prevent them from engaging in certain website-related activities.
Warp may collect statistics about the behavior of visitors to its websites. Warp may display this information publicly or provide it to others. However, Warp does not disclose personally-identifying information other than as described below.
Protection of Certain Personally-Identifying Information
Warp discloses potentially personally-identifying and personally-identifying information only to those of its employees, contractors and affiliated organizations that (i) need to know that information in order to process it on Warp’s behalf or to provide services available at Warp’s websites, and (ii) that have agreed not to disclose it to others. Some of those employees, contractors and affiliated organizations may be located outside of your home country; by using Warp’s websites, you consent to the transfer of such information to them. Warp will not rent or sell potentially personally-identifying and personally-identifying information to anyone. Other than to its employees, contractors and affiliated organizations, as described above, Warp discloses potentially personally-identifying and personally-identifying information only in response to a subpoena, court order or other governmental request, or when Warp believes in good faith that disclosure is reasonably necessary to protect the property or rights of Warp, third parties or the public at large. If you are a registered user of an Warp website and have supplied your email address, Warp may occasionally send you an email to tell you about new features, solicit your feedback, or just keep you up to date with what’s going on with Warp and our products. If you send us a request (for example via a support email or via one of our feedback mechanisms), we reserve the right to publish it in order to help us clarify or respond to your request or to help us support other users. Warp takes all measures reasonably necessary to protect against the unauthorized access, use, alteration or destruction of potentially personally-identifying and personally-identifying information.
If Warp, or substantially all of its assets were acquired, or in the unlikely event that Warp goes out of business or enters bankruptcy, user information would be one of the assets that is transferred or acquired by a third party. You acknowledge that such transfers may occur, and that any acquirer of Warp may continue to use your personal information as set forth in this policy.