Warp product and services license agreement

IMPORTANT - READ CAREFULLY. THIS SOFTWARE AND SERVICES LICENSE AGREEMENT (“AGREEMENT”) SETS FORTH THE LEGAL TERMS AND CONDITIONS WHICH GOVERN RELATIONSHIP BETWEEN DENVER TECHNOLOGIES, INC. D/B/A WARP.DEV (“WARP”) AND THE OTHER PARTY AGREEING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT (“LICENSEE” OR “YOU”). THIS AGREEMENT APPLIES TO ANY WARP PRODUCT YOU DOWNLOAD OR ACCESS. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT PROCEED WITH SETTING UP YOUR ACCESS TO WARP. DO NOT CLICK ANY BUTTON TO SET UP ACCESS TO WARP ON ANY PAGE RUN BY WARP OR ITS PAYMENT PROCESSOR (SUCH AS STRIPE) (IF APPLICABLE) UNLESS ( 1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND ( 2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU CONTINUE TO SET UP ACCESS TO WARP, YOU WILL BE GRANTED ACCESS TO THE PRODUCT, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY (THE “EFFECTIVE DATE”). All references in this Agreement to the “sale” or “purchase” of any Product or Service shall mean the sale or purchase of a license to such Product or Service. Terms not otherwise defined in the text of this Agreement shall have the meanings ascribed to them in Exhibit A.

General Terms and Conditions

1. Subscriptions; Delivery; Support.

1.1 Ordering Product.

Licensee may purchase Subscriptions to Products and Support Services by the parties agreeing to Orders that reference this Agreement. Subscriptions will be for the term agreed to in an applicable Order.

1.2 Delivery.

All Products, Updates and Documentation will be delivered electronically to Licensee by giving Licensee access to such Products, Updates and Documentation. In the case of a renewal of a Subscription, there is no delivery requirement for such renewal. Renewals shall be deemed Delivered on the first day of the then-current renewal term.

1.3 Support.

Warp will provide technical support (“Support Services”) by email and/or electronic chat from 9:00 a.m. to 5:00 p.m. U.S. Pacific time, excluding weekends and U.S. federal holidays. Warp will use reasonable efforts to respond within one business day to support requests sent to support@warp.dev. Unless otherwise agreed in writing by the parties, all support requests from Licensee will be sent by those Licensee-designated employees, as agreed by Warp, who have the right to contact Supplier via email or phone for technical support and who act as the primary interface between Licensee and Warp technical support (“Named Contact(s)”).

2. Ownership of Intellectual Property; License Grant; Restrictions; Feedback.

2.1 Warp owns its Product, Documentation, and website.

Except to the extent licenses are expressly granted hereunder, Warp and its licensors retain all right, title and interest in and to all Intellectual Property Rights in and to the Product, Documentation and Services, and to any additional system software, content, organization, graphics, design, compilation, know-how, concepts, methodologies, procedures, and other matters related to Warp’s website. The use, copying, redistribution, use or publication by Licensee of any part of the website, Product, Documentation or the Services, except as expressly authorized by this Agreement, is prohibited.

2.2 License Grant by Warp: What Licensee Can Do with the Product and Services.

Subject to and in consideration of timely payment by the Licensee of the license fees hereunder, and of Licensee’s compliance with the other terms and conditions of this Agreement, Warp hereby grants to the Licensee and its Authorized Users, solely during the applicable term specified in an Order, a royalty free, limited, personal, non-exclusive, non-transferable (except as otherwise expressly allowed by this Agreement) license to: (i) access (via the Internet address provided to Licensee by Warp), download and use the Product solely from the Sites designated on the Order, for the number of Authorized Users for which Licensee has a current Subscription, and subject (A) to Section 2.3 of this Agreement and (B) to any limitations provided for on Warp’s product pricing page located at https://warp.dev/pricing, initially effective as of the Effective Date of this Agreement and subsequently as in effect on each renewal date; and (ii) use the Documentation, training materials or other materials supplied by Warp to enable such licensed rights. In addition, to the extent that Warp makes access to via a compatible mobile or desktop device (“Warp Applications”), Warp grants to the Licensee and its Authorized Users, solely during the applicable term specified in an Order, non-exclusive, non-transferable, revocable license to use a compiled code copy of the Warp Applications on one or more mobile or desktop devices owned or leased solely by an Authorized User to exercise the rights granted in this Section, and solely in accordance with this Agreement.

2.3 Restrictions to License Grant by Warp: What Licensee Cannot Do with the Product and Services.

Licensee agrees that it (and its Authorized Users) will not without express written permission of Warp: (i) reverse compile, disassemble, decompile or engineer, reproduce, modify, adapt or create derivative works of or from the Services or any part thereof; (ii) make the Services or Documentation available to, or use the Services or Documentation for the benefit of, anyone other than Licensee or Licensee’s customers; (iii) assign, transfer, sell, resell, license, sublicense, distribute, rent or lease the Services or Documentation, or include any Services or Documentation in a service bureau or outsourcing offering; (iv) permit direct or indirect access to or use of the Services or Documentation in a way that circumvents any contractual usage limit; (v) reproduce the Services or Documentation or any part, feature, function or user interface thereof (except as expressly otherwise permitted under this Agreement); (vi) use any robot, spider, scraper, data mining tool, data gathering or extraction tool, or any other automated means, to access, collect, copy or record our Services; or (vii) access or use any Services or Documentation in order to build a competitive product or service.

In addition, Licensee and its Authorized Users will not (i) access the Services for, or upload to the Cloud Infrastructure, anything unlawful, misleading, malicious or discriminatory; (ii) intentionally take any action that imposes, or may impose at Warp’s reasonable discretion, an unreasonable or disproportionately large load on the Cloud Infrastructure; or (iii) perform or attempt to perform any actions that would interfere with the proper working of the Cloud Infrastructure, or prevent access to (or use of) the Cloud Infrastructure by Warp’s other licensees or customers (including but not limited to any form of dedicated denial-of-service scheme or over-burdening a targeted server with ping requests, or any device, software or routine that contains viruses, Trojan horses, worms, time bombs, or other computer programming routines that may damage, interfere or attempt to interfere with, or intercept the normal operation of the Cloud Infrastructure).

2.4 Restrictions and Liability Related to Authorized Users: Licensee is Responsible for its Authorized Users and Each of Their Accounts.

Licensee shall provide accurate, current and complete information required to enable its Authorized Users on the Cloud Infrastructure, and shall maintain the accuracy of such information during the Use of the Product and Services. Licensee shall require Authorized Users to maintain proper password security, and to keep their accounts confidential. Licensee is responsible for the actions of its Authorized Users, of anybody accessing the Cloud Infrastructure using the credentials of any Authorized User (unless such access was due to Warp’s actions), and of any other individuals to Licensee has given access to the Services. In addition, any individual with administrator-level access to a user account can modify that account’s settings, access and billing information. Warp will not be liable for any losses caused by any unauthorized use of any account, or for any changes to an account, including any user’s inability to access their account or Licensee Data, made by any individual with administrator-level access to such account.

2.5 Licensee Owns its Intellectual Property and Licensee Data.

Except to the extent licenses are expressly granted hereunder, Licensee retains Intellectual Property Rights in and to: (i) its products and services; and (ii) the Licensee Data.

2.6 License Grant by Licensee.

Licensee hereby grants to Warp a non-exclusive, transferable and sublicensable (solely as set forth herein), worldwide, royalty free license to use, reproduce, modify and perform the Licensee Data solely as reasonably required to operate and provide the Services. In addition, Licensee understands that certain portions of the Services may allow other users to view, edit, share, and/or otherwise interact with Licensee Data. By providing or sharing Licensee Data on or through the Services (either publicly or to specific users), Licensee grants the right and license to each such user to view, edit, share, use and/or otherwise interact with such Licensee Data in accordance with the specific account settings and this Agreement.

2.7 Warp Can Use Data for Product Improvement.

Warp may collect data with respect to the aggregate response rate and other aggregate measures of the Product’s performance, as well as information about Licensee’s activation, configuration, and use of the Product. Licensee hereby grants to Warp a non-exclusive, transferable and sublicensable (solely as set forth herein), worldwide, royalty free license to use, reproduce, modify and perform such data solely as reasonably required to operate and provide the Services. Warp shall have the right to (i) use such information and data for the purpose of analytics, to improve and enhance the Product and Services, and for other development, diagnostic and corrective purposes in connection with the Warp offerings, and (ii) disclose such data to third party entities who may assist Warp with the activities listed in the foregoing clause “(i)” solely in aggregate or other de-identified form from which neither Licensee nor any Authorized User may be identified.

2.8 Feedback.

Licensee agrees that submission of any ideas, suggestions, documents, and/or proposals to Warp through its suggestion, feedback, wiki, forum, or similar pages (“Feedback”) is at Licensee’s own risk and that Warp has no obligations (including without limitation obligations of confidentiality or compensation to any person providing such Feedback) with respect to such Feedback. Licensee represents and warrants that Licensee has all rights necessary to submit the Feedback and will not, knowingly provide Feedback that is subject to any third-party intellectual property rights. Licensee hereby grants to Warp a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services and/or Warp’s business.

3. Licensee’s Infrastructure; Third-Party Dependencies.

3.1 Licensee’s Infrastructure.

Licensee has sole responsibility for Licensee’s information technology infrastructure and any licenses required for such infrastructure, including computers, software, databases, electronic systems (including database management systems and any conversion servers required to render PLC code in a browser) and networks, whether operated directly by Licensee or through the use of third-party services.

3.2 Interaction with Third-Party Platforms.

Licensee acknowledges that the Services may interoperate with, and be dependent on, certain third-party platforms. If at any time any such third-party platform ceases to make their features or programs available to Warp on reasonable terms, Warp may cease to provide access to such features or programs without entitling Licensee to a refund, credit, or other compensation.

4. Fees; Payments; Audit.

4.1 Warp’s Right to be Paid Accrues on Delivery.

Warp’s right to payment for the Product purchased by Licensee shall accrue on the date the Product is Delivered to Licensee. Except in the case of material breach of this Agreement by Warp, all payments accrued or made under this Agreement are non-cancelable and nonrefundable.

4.2 Invoicing and Payment.

Unless otherwise indicated in an applicable Order, payment of the License Fee is due within thirty days of Licensee’s receipt of an undisputed invoice. Any amount which is unpaid when due may be subject to interest equal to the lower of 1.5% per month or the highest applicable legal rate. If Licensee’s account is referred to a collection agent due to non-payment, Warp shall be entitled to reimbursement for reasonable costs associated with the collection of any past-due balance.

4.3 Taxes.

All stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated. Any taxes related to the Product, Documentation, Services or Support Services purchased or licensed pursuant to this Agreement including, but not limited to, withholding taxes, will be paid by Licensee, or Licensee will present an exemption certificate acceptable to the taxing authorities. Licensee will not be liable for taxes imposed on Warp based on Warp’s income.

4.4 Additional Users.

If the actual number of Authorized Users and/or teams (as applicable) exceeds the number on Licensee’s original Order, then the fees for the applicable Subscription Term will be adjusted accordingly, and Licensee shall pay Warp the adjusted balance based on Warp’s properly issued invoice. The additional per-Registered User and/or team fee will be pro-rated based on the number of months left in the applicable Subscription term. No downward adjustments will be made.

4.5 Audit.

Upon Warp’s reasonable suspicion of Licensee’s material breach of this Agreement, Warp may audit any relevant records during Licensee’s normal business hours, in a manner that will not unreasonably interfere with normal business operations and subject to the same confidentiality terms as set forth in this Agreement. Warp will give Licensee at least 7 days prior written notice of inspection, and will not conduct audits more than once per year, except in follow-up to the discovery of material discrepancies, in which case the audits may be conducted as reasonably necessary under the circumstances and no later than 30 days after discovery of the material discrepancy. All audits will be at Warp’s expense, unless the audit finds a material error resulting in underpayment by Licensee, in which case Licensee will pay for the audit.

5. Warranties and Disclaimer.

5.1

Subject to each of the other provisions hereof, Warp warrants, solely to Licensee, that during any paid Subscription term (the “Warranty Period”), the Product, when installed properly, will be capable of functioning substantially in accordance with the Specifications.

5.2

The warranty provided in Section 5.1 will not apply if: (i) Licensee fails to notify Warp in writing during the Warranty Period of any such breach; or (ii) Licensee fails to implement all Updates to the Product made available at no charge to Licensee during the Warranty Period.

5.3

If Warp breaches the warranty set forth in Section 5.1, Licensee’s sole and exclusive remedy, and Warp’s sole obligation, shall be to remedy such breach as set forth in this Section. At the sole discretion of Warp, Warp will, at its expense, either: (i) repair or replace the defective Product to enable it to perform substantially in accordance with the Specifications; or (ii) if the Product as a whole does not function substantially in accordance with the Specifications, terminate this Agreement and refund to Licensee the fees prepaid by Licensee to Warp for the defective Product for any period after the effective date of such termination.

5.4 Licensee Promises that the Licensee Data Doesn’t Violate Anyone’s Rights.

Licensee represents and warrants that it has all rights that are necessary to grant Warp the rights granted under this Agreement, and that neither Licensee Data, nor the inclusion of Licensee Data in the Services, will infringe, misappropriate or violate a third party’s Intellectual Property Rights, or Applicable Privacy Law. Licensee further agrees that, unless the parties separately agree in writing, Licensee will not upload to the Services any Licensee Data or other information, other than Authorized User log-in credentials, which would qualify as personal information or personally identifiable information under any Applicable Privacy Law.

5.5 ALL OTHER WARRANTIES ARE DISCLAIMED BY BOTH PARTIES.

EXCEPT AS MAY OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY PRODUCTS, SERVICES, DOCUMENTATION, DATA OR OTHER TANGIBLE OR INTANGIBLE MATERIALS PROVIDED UNDER THIS AGREEMENT, AND HEREBY DISCLAIMS ANY OTHER EXPRESS AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WARP DOES NOT WARRANT THAT THE PRODUCT, SERVICES OR DOCUMENTATION PROVIDED UNDER THIS AGREEMENT WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE OR THAT SUCH PRODUCT OR DOCUMENTATION WILL SUCCEED IN RESOLVING ANY PROBLEM.

WARP IS ACTING HEREUNDER SOLELY AS A PASSIVE CONDUIT FOR THE ONLINE DISTRIBUTION AND PUBLICATION OF LICENSEE’S LICENSEE DATA. WARP TAKES NO RESPONSIBILITY, AND ASSUMES NO LIABILITY, FOR ANY OF LICENSEE DATA THAT LICENSEE OR ANY OTHER USER OR THIRD-PARTY POSTS, SENDS, OR OTHERWISE MAKES AVAILABLE THROUGH THE SERVICES. LICENSEE IS SOLELY RESPONSIBLE FOR THE LICENSEE DATA AND THE CONSEQUENCES OF POSTING, PUBLISHING IT, SHARING IT, OR OTHERWISE MAKING IT AVAILABLE THROUGH THE SERVICES. LICENSEE FURTHER UNDERSTANDS AND AGREES THAT LICENSEE MAY BE EXPOSED TO CONTENT POSTED THROUGH THE SERVICES THAT IS INACCURATE, OBJECTIONABLE OR OTHERWISE UNSUITED TO LICENSEE’S PURPOSE, AND LICENSEE AGREE THAT WARP SHALL NOT BE LIABLE FOR ANY DAMAGES LICENSEE MAY ALLEGE TO HAVE INCURRED AS A RESULT OF OR RELATING TO ANY LICENSEE DATA OR OTHER CONTENT ACCESSED ON OR THROUGH THE SERVICES.

6. Indemnities.

6.1 Indemnification of Licensee by Warp.

Subject to each of the other provisions hereof, Warp shall (i) defend or (at its option) settle, any claim brought against Licensee by a third party alleging that at the time of Delivery the Warp-Authored Software infringes the copyright, trademark, or US patent of said third party (a “Claim”) and (ii) indemnify Licensee against damages and costs finally awarded against and payable by Licensee in any such Claim.

6.2 Exceptions.

Warp shall have no liability to Licensee under this Section:

(a) to the extent any Claim is based on or arises from any Product or any portion or component thereof, that is: (A) not provided directly to Licensee by Warp; (B) modified by a party other than Warp and not at Warp’s direction, if the alleged infringement would not have occurred in the absence of such modification; or ( C) combined with other products, processes or materials where the alleged infringement would not have occurred in the absence of such combination;
(b) to the extent Licensee continues allegedly infringing activity after: (1) being notified thereof; and (2) being provided, at no additional charge, modifications that would have avoided the alleged infringement without significant loss of performance, compatibility or functionality;
or (c) from any breach of the Licensee’s obligations under this Agreement.

6.3 Indemnification of Warp by Licensee.

Licensee will (i) defend or (at its option) settle, any claim brought against Warp by a third party and (ii) indemnify Warp from and against any losses, liabilities, damages, costs or expenses (including court costs and reasonable attorneys' fees) arising out of or relating to a breach of Licensee’s warranty in Section 5.4.

6.4

Despite any of the foregoing, each party’s obligations under Section 6 shall be valid only if the party requesting indemnification:

(a) gives notice to the indemnifying party of any Claim promptly upon becoming aware of the same;
(b) gives the indemnifying party the sole control of the defense and settlement of any Claim and does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the said claim or action except upon the express instructions of the indemnifying party; and
(c) acts in accordance with the reasonable instructions of the indemnifying party and gives to the indemnifying party such assistance as it shall reasonably require in respect of the conduct of the said defense.

6.5

In the event of any alleged Intellectual Property infringement, Warp shall be entitled at its own expense and in its sole discretion to: (a) procure the right for the Licensee to continue using the Product and Documentation; (b) make such alterations, modifications, or adjustments to the Product so that it becomes non-infringing without incurring a material diminution in performance or function; or (c) replace the Product with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function.

7. Limitation of Liability.

7.1 Indirect Damages Are Limited.

EXCEPT WITH RESPECT TO CLAIMS BASED UPON EITHER PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS HEREUNDER, AND SUBJECT TO SECTION 7.2, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF SUCH OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Certain Damages Are Always Prohibited.

IN NO EVENT WILL EITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR (i) ANY SPECIAL OR PUNITIVE DAMAGES, (ii) EXCEPT WITH RESPECT TO CLAIMS BASED UPON LICENSEE’S BREACH OF ITS LICENSED RIGHTS HEREUNDER ANY LOSS OF PROFITS, LOST BUSINESS, OR LOST REVENUE, OR (iii) THE USE OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, AND WHETHER OR NOT SUCH DAMAGES ARE CHARACTERIZED AS DIRECT, INDIRECT OR OTHER, EVEN IF SUCH OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.3 Maximum Liability.

EXCEPT IN THE CASES OF (i) BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT (ii) BREACH OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR (ii) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY’S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY LICENSEE (OR IN THE CASE OF LICENSEE’S LIABILTY, PAID PLUS OWED BUT UNPAID) TO WARP UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING ANY CLAIM MADE HEREUNDER. IN THE CASE OF WARP’S BREACH OF ITS INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT SHALL WARP’S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT TWO TIMES (2X) EXCEED THE AGGREGATE AMOUNTS ACTUALLY PAID BY LICENSEE TO WARP UNDER THIS AGREEMENT.

8. Confidentiality.

8.1 Confidentiality Agreement.

Each of the parties hereto undertakes to the other to keep confidential all Confidential Information of the other party.

8.2 Exceptions.

Confidential Information will not include any information which: (a) is already lawfully in the receiving party’s possession without obligation of confidentiality; (b) is or becomes generally available to the public through no fault of the receiving party; or (c) is independently developed by the receiving party without any use of the other party’s Confidential Information.

8.3 Required Disclosures.

If any Confidential Information of the other party is required to be disclosed by the receiving party as a matter of law, the receiving party will use all reasonable efforts to provide the disclosing party with prior notice of such disclosure and to obtain a protective order therefore.

8.4 Injunctive Relief.

The parties agree that the disclosing party’s remedies at law for a breach by the receiving party of its obligations hereunder may be inadequate and that the disclosing party shall be entitled to seek equitable relief.

9. Term and Termination of Agreement and Orders.

9.1 Term of Agreement.

This Agreement shall begin on the Effective Date and shall continue in force for an initial term of one year unless validly terminated earlier. Thereafter, this Agreement shall automatically renew for additional one-year periods unless either party notifies the other in writing of its intent not to renew at least thirty days prior to the end of the then-current term.

9.2 Term of Orders.

Orders issued under this Agreement shall begin and end as specified in each such Order. Unless otherwise specified in an Order, Orders shall automatically renew at Warp’s then-current standard fees for additional one-year periods unless either party notifies the other in writing of its intent not to renew at least thirty days prior to the end of the then-current term.

9.3 Termination.

This Agreement and any Service Order may be terminated by either party upon notice if the other party breaches any material term or condition of this Agreement and fails to remedy the breach within thirty days after being given notice thereof. In addition, and despite any other provision of this Agreement or otherwise, this Agreement, and any license granted thereby, may be suspended or terminated immediately upon notice to Licensee by Warp after Warp’s reasonable determination that (i) Licensee’s use of the Product or Services poses a threat to the secure or reliable provision of Services to other customers, or to the Cloud Infrastructure, or to the data contained therein, or (ii) Licensee breaches any of its obligations in Sections 2.3 of this Agreement.

9.4 Effect of Termination.

Upon termination of this Agreement, Warp’s obligation to provide the Services will immediately cease, any and all licenses granted by Warp hereunder will immediately terminate, and all unpaid fees and other amounts due from Licensee for Services previously provided by Warp will immediately become due and payable. In addition, Licensee shall immediately uninstall or destroy (or at the sole option of Warp, return) all copies of the Product and Documentation in its possession or control, and a duly authorized officer of the Licensee shall certify in writing to Warp that the Licensee has complied with such obligation. Despite the foregoing, upon any termination or expiration of this Agreement, the terms of this Agreement will continue to apply to any Order with a term that extends beyond the date of expiration or termination of the Agreement. In addition, for up to thirty days after expiration or termination of this Agreement, Licensee shall have the right (provided that Customer has met all of its financial and other obligations under this Agreement) to have Warp furnish Licensee (at no additional cost) with an electronic copy of the Licensee Data, in a format reasonably agreed upon between the parties. Any termination of this Agreement pursuant to this Section shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

9.5 Survival.

Sections 2.1, 2.3, 2.5, 2.7, 2.8, 4, 5.4, 5.5, 6- 8, 9.4, 9.5, 10 and 12, all associated definitions, and all accrued rights to payment shall survive any termination or expiration of this Agreement.

10. Export Regulations.

The Product is subject to U.S. export controls, including the Export Administration Regulations. Both parties shall comply with all relevant import and export regulations, including those adopted by the Bureau of Industry and Security of the U.S. Department of Commerce. Licensee shall not transfer, export or re-export, directly or indirectly, the Product in violation of any export law or regulation, and Licensee affirms that it is not, and is not acting on behalf of, any person or entity on the Denied Persons List, Entity List, Unverified List or Military End User List as published by the U.S. Department of Commerce, Bureau of Industry and Security.

11. Privacy.

Each party agrees to abide by all applicable laws and regulations in connection with providing the Services, including, without limitation, all Applicable Privacy Laws.

12. Miscellaneous.

12.1 Force Majeure.

Neither party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority.

12.2 Waiver.

The waiver by either party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions.

12.3 Notices.

All notices must be in writing and in the English language and will be deemed given only when sent by mail (return receipt requested), hand-delivered, sent by documented overnight delivery service to the party to whom the notice is directed, at its address indicated in the signature box to this Agreement (or such other address as to which the other party has been notified), or sent by email to the email address as may be provided by one party to the other from time to time.

12.4. Invalidity and Severability.

If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.

12.5 Assignment and Sublicensing.

Either may assign this Agreement without such consent to an entity that acquires all or substantially all of the shares of the assigning party, or all or substantially all of its business or assets, whether by merger, reorganization, acquisition, sale, or otherwise. Despite the foregoing, Licensee may not assign, transfer or sublicense this Agreement or any of its rights or obligations hereunder to any competitor of Warp as determined in Warp’s reasonable discretion. In all other cases, neither party shall assign, transfer or sublicense this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party.

12.6 Governing Law; Venue.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflict of law provisions thereof. The sole venue for all disputes relating to this Agreement shall be in New York, New York, USA.

12.7 Attorneys’ Fees.

If any legal action or other proceeding is brought to enforce the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees and other costs incurred in the action or proceeding, in addition to any other relief to which the prevailing party may be entitled.

12.8 Independent Contractors.

The parties agree that each is an independent contractor and neither party has the right or authority to assume or create any obligation or responsibility on behalf of the other party.

12.9 Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be considered an original, but all of which together will constitute one and the same instrument.

12.10 Amendments.

This Agreement may be modified, replaced or rescinded only in writing, and signed by a duly authorized representative of each party.

13. Publicity.

Either party to this Agreement may publicize the existence of the business relationship established by this Agreement in connection with its products, promotions, or publications. Licensee agrees to consider participating with Warp in a case study, of which Warp may publish the results. Licensee further agrees to reasonably cooperate with Warp to serve as a reference account upon request. Licensee grants Warp permission to use Licensee’s name and logo(s) in connection with promotion of Warp’s products and services. All representations of Licensee’s logo shall be exact copies of those used by Licensee in design, color and other details. Except as expressly set forth in this Section, nothing in this Agreement gives either party any right, title or interest in the other party’s logos, trademarks, service marks or trade names. Despite anything to the contrary, neither party may disclose the specific terms of this Agreement, except as required by applicable law.

THIS AGREEMENT, INCLUDING ALL ATTACHMENTS, SCHEDULES, EXHIBITS AND ALL APPLICABLE LICENSE AGREEMENTS, CONSTITUTES THE COMPLETE AND EXCLUSIVE UNDERSTANDING OF THE PARTIES, AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS SALES PROPOSALS, NEGOTIATIONS AND AGREEMENTS, ALL TERMS AND CONDITIONS INCLUDED AS PART OF ORDERS AND ALL OTHER REPRESENTATIONS OR COMMUNICATIONS, WHETHER ORAL OR WRITTEN, WITH RESPECT TO THE SUBJECT MATTER HEREOF. THE PARTIES AGREE THAT ANY ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS CONTAINED ON, REFERENCED BY OR INCORPORATED INTO LICENSEE’S ORDER ARE EXPRESSLY REJECTED AND SHALL NOT BE CONSIDERED AN AMENDMENT TO THIS AGREEMENT.

Exhibit A

Certain Definitions

“Applicable Privacy Laws” means, in relation to any personal information that is processed in the provision of the Services, any applicable law, regulation or legislation protecting individual privacy, including without limitation, where applicable, the California Consumer Privacy Act, and the EU Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (the “GDPR”).

“Authorized User” means any individual (in each case to the extent that Licensee’s license includes, and Licensee pays for, such individual) who is authorized to access the Product, Documentation or Services and exercise the rights licensed by Licensee. Each Authorized User must use a unique identity to access and use the Product unless otherwise licensed, and may access the services only to the extent licensed by Licensee.

“Cloud Infrastructure” means the Product, and the computing, storage, networking, and other hardware and software infrastructure used in providing the Services.

“Confidential Information” means the Product and each party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information, plus any other information or data which a party discloses in tangible form and conspicuously marks as “confidential,” “proprietary” or with other words generally understood to communicate the confidential nature of the information.

“Delivery” means the availability of the Product and/or Documentation by Warp to the Licensee via electronic or other means, without regard to when Licensee actually installs or uses such Product.

“Documentation” means the instruction manuals, user guides, and other information to be made available from time to time by Warp in either printed or electronic form to the Licensee.

“Intellectual Property Rights” means all inventions, know-how, patents (including originals, divisionals, continuations, continuations-in-part, extensions, utility models and re-issues), patent applications, copyrights (including all related rights and registrations and applications therefor), trade secrets, trademarks, internet domain names, moral rights, and all other proprietary and intellectual property rights.

“Licensee Data” means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from you (or on your behalf) on the Cloud Infrastructure by or through our Service.

“Order” means any document agreed to between the parties which sets forth the Product licensed by the Licensee and any relevant pricing. Multiple Orders may be agreed to under this Agreement.

“Product” means, collectively, the product(s) set forth in any Order (to the extent such product(s) are subsequently made available to Licensee by Warp) (including but not limited to Warp’s Applications, other downloading apps, application programming interfaces (“APIs”) and tools), as well as any Update made available to Licensee by Warp.

“Services” means the Product and related services accessed by Authorized Users in a manner consistent with Warp’s published Documentation and this Agreement.

“Site” means the address, business unit or other geographical location or business identifier indicated on an applicable Order from which the Product may be accessed or used.

“Specifications” means those technical specifications in respect of the Product(s) which are published by Warp and are in effect at the time of Delivery.

“Subscription” means licenses to the Product, Documentation, and Support Services.

“Support Services” means technical support as provided for in Section 1.3.

“Update” means such enhancements, modifications, or additions to the Product or Documentation as may be made available from time to time by Warp to Licensee. Updates includes without limitation upgraded versions of Warp’s Applications which may automatically electronically upgrade the version of Warp’s Applications that Licensee is using on a mobile or desktop device. Licensee consents to such automatic upgrading on mobile or desktop devices and agrees that the terms and conditions of this Agreement will apply to all such upgrades.

“Warp-Authored Software” means the any software included in the Product delivered by Warp to Licensee on which Warp claims the copyright and which is not made in whole or in part according to Customer’s specifications.

Terms of Service

Last modified: June 9, 2021

Welcome to Warp! These Terms of Service (these “Terms”) of Denver Technologies, Inc. (“we,” “our,” or “us”) are an agreement that describes your rights and responsibilities as a Warp customer. This page explains the terms and conditions by which you may access and use (i) Warp.dev, its subdomains, and any other of our websites where these Terms are posted; (ii) our online services; and (iii) Warp’s “Software,” meaning, collectively our mobile applications, other downloading apps, application programming interfaces (“APIs”), and tools and documentation ((i) through (iii) collectively, “Warp” or our “Service”). When you access or use Warp, or by clicking a button or checking a box marked “I Agree” (or something similar), you signify that you have read, understood, and agree to be bound by these Terms whether or not you are a registered user of our Service. You also acknowledge that you have read and understood how your personal information will be collected, used, and shared, as set forth in our Privacy Notice available at www.warp.dev/privacy (“Privacy Notice”). We reserve the right to modify these Terms and will provide notice of these changes as described below. These Terms apply to all visitors, users, and others who access our Service (“Users”).

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AGREEMENT IN SECTION 13.2 (THE “ARBITRATION AGREEMENT”) AND CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 13.3 (THE “CLASS ACTION/JURY TRIAL WAIVER”), WHICH REQUIRE, WITH ONLY SPECIFIED EXCEPTIONS IN SECTIONS 13.1 AND 13.2 OR UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN SECTION 13.2, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS ONLY TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTIONS OR PROCEEDINGS.

Please note that if you are an individual and you access or use our Service on behalf of a company or other entity, such as your employer (together with its affiliates, an “Organization”), then: (a) these Terms are an agreement between us and you and us and that Organization; (b) you represent and warrant that you have the authority to bind that Organization to these Terms (and if you do not have that authority, you may not access or use our Service); (c) your acceptance of these Terms will bind such Organization to these Terms; (d) your individual right to access and use our Service may be suspended or terminated (and ownership and administration of your Service Account may be transferred) if you cease to be associated with, or cease to use an email address associated with or provisioned by, that Organization; (e) we may disclose information regarding you and your use of our Service with such Organization; and (f) the terms “you” and “your”, as used in these Terms, refer to both you and such Organization. If you sign up for our Service using an email address associated with or provisioned by an Organization, or if an Organization pays fees due in connection with your access to or use of our Service (or reimburses you for payment of such fees), or otherwise, then, we may deem you to be accessing and using our Service on behalf of that Organization in our sole discretion.

1. How we Administer our Service

1.1 Eligibility.

You may use our Service only if you can form a legally binding contract with us (and on behalf of your Organization, as applicable), and only in compliance with these Terms and all applicable local, state, national and international laws, rules and regulations. To use our Service, you must be at least thirteen (13) years of age. You represent and warrant that you meet the applicable age requirements and are competent to agree to these Terms. If you are a minor (which is under the age of eighteen (18) in most states), you may use our Service only with the involvement of a parent or legal guardian and their consent and agreement to these Terms. If you are under 18, you represent and warrant that you have your parent or guardian’s permission to use our Service and that your parent or guardian is agreeing to these Terms. If you are a parent or legal guardian of a User under the age of 18, by allowing your child to use our Service, you are subject to these Terms and responsible for your child’s activity on our Service. Our Service is not available to any Users we previously removed from our Service.

1.2 Service Accounts.

Your account on our Service (your “Service Account”) gives you access to our Service that we may establish and maintain from time to time. We may maintain different types of Service Accounts for different types of users. You acknowledge that you do not own your Service Account.

To use our Service, you must follow our registration and credentialing requirements. All Warp access keys or developer credentials are Warp’s Confidential Information and may not be shared with third parties. You may not use another User’s Service Account without such User’s permission. You are solely responsible for the activity that occurs on your Service Account, and you must keep your Service Account password(s) strong and secure. You should notify us immediately of any breach of security or unauthorized use of your Service Account. Any individual with administrator-level access to your Service Account can modify your Service Account settings, access and billing information. We will not be liable for any losses caused by any unauthorized use of your Service Account, or for any changes to your Service Account, including your ability to access your Service Account or Your Content (defined below), made by any individual with administrator-level access to your Service Account.You may control certain aspects of your Service Account profile and how you interact with our Service by changing the settings in your settings page. By providing us with your email address, you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other marketing or advertising messages, such as changes to features of our Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences by contacting our Service support team at hello@warp.dev or by clicking the unsubscribe link within each marketing or advertising message. Opting out will not prevent you from receiving Service-related notices.

1.3 Changes, Suspension, and Termination.

You may cancel your Service Account at any time. We may change our Service, stop providing our Service or features of our Service to you or to our users generally, or create usage limits for our Service. We may permanently or temporarily terminate or suspend your access to our Service without notice and liability, without cause or for any reason, including if in our sole determination you violate any provision of these Terms. Upon termination, you continue to be bound by these Terms.

1.4 Your Interaction with Other Users.

You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. We shall have no liability for your interactions with other Users, or for any User’s action or inaction.

2. What Is Included in Your Service Account, and What are the Restrictions.

2.1 Access to our Service.

Subject to your compliance with these Terms and during the applicable term of your Service Account, you may access and use our Service for your own business purposes or personal use, as applicable, except as may be limited by your Organization as described above, all in accordance with these Terms and associated documentation we provide you.

2.2 Software License.

To the extent you receive our Software, subject to your compliance with these Terms and during the applicable term of your Service Account, we grant to you a non-exclusive, non-transferable, non-sublicensable right and license to use our Software solely as reasonably necessary for your use of our Service in accordance with these Terms.

2.3 Restrictions and Acceptable Use.

Except to the extent a restriction is prohibited by law, you agree not to do, and not to assist, permit or enable any third party to do, any of the following:

(a) disassemble, reverse engineer, decode or decompile any part of our Service;
(b) use any robot, spider, scraper, data mining tool, data gathering or extraction tool, or any other automated means, to access, collect, copy or record our Service;
(c) copy, rent, lease, sell, loan, transfer, assign, sublicense, resell, distribute, modify, alter or create derivative works of any part of our Service or any of our Intellectual Property (defined below);
d) use our Service in any manner that impacts (i) the stability of our servers, (ii) the operation or performance of our Service or any User’s use of our Service, or (iii) the behavior of other applications using our Service;
(e) use our Service in any manner or for any purpose that (i) violates or promotes the violation of any applicable law, regulation, legal requirement, contractual obligation or right of any person including, but not limited to, intellectual property rights, rights of privacy, or rights of personality, (ii) is fraudulent, false, deceptive or defamatory, (iii) promotes hatred, violence or harm against any individual or group, or (iv) otherwise may be harmful or objectionable (in our sole discretion) to us, our providers, our suppliers, our Users, or any other third party;
(f) use or display our Service in competition with us, to develop competing products or services, for benchmarking or competitive analysis of our Service, or otherwise to our detriment or disadvantage;
(g) attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from, the servers running our Service;
(h) transmit viruses, worms or other software agents through our Service;
(i) impersonate another person or misrepresent your affiliation with a person or entity, hide or attempt to hide your identity, or otherwise use our Service for any invasive or fraudulent purpose;
(j) share passwords or authentication credentials for our Service, or otherwise circumvent the measures we may use to prevent or restrict access to our Service or enforce limitations on use of our Service; or
(k) identify or refer to us or our Service in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you (or a third party) and us, without our prior express written consent.

3. Terms Applying to Your Content.

As between us and you, you (or your licensors) will own any and all information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from you (or on your behalf) by or through our Service (“Your Content”). For an Organizational account, we may assume, in our sole discretion, that all of Your Content belongs to that Organization.

WE CLAIM NO OWNERSHIP RIGHTS OVER YOUR CONTENT. However, you understand that certain portions of our Service may allow other Users to view, edit, share, and/or otherwise interact with Your Content. By providing or sharing Your Content on or through our Service (either publicly or to specific Users), you agree to and hereby do allow and grant the right and license to each such User to view, edit, share, use and/or otherwise interact with Your Content in accordance with your settings and these Terms.

You further grant, and you represent and warrant that you have all rights necessary to grant, to us an irrevocable, perpetual, transferable, sublicensable (through multiple tiers), fully paid, royalty-free, and worldwide right and license to use, copy, store, modify, distribute, perform and display Your Content: (a) to maintain and provide our Service to you; (b) solely in de-identified form, to improve our products and services and for our other business purposes, such as data analysis, customer research, developing new products or features, and identifying usage trends (and we will own such de-identified data); (c) to provide Your Content to, or permit access to Your Content for, your third-party service providers or other Users upon your request (and you hereby grant such rights to such third-party service providers or other Users); and (d) to perform such other actions as described in our Privacy Notice or as authorized by you in connection with your use of our Service.

We have the right (but not the obligation) in our sole discretion to remove any of Your Content that is on or shared via our Service in breach of these Terms.

In connection with Your Content, you affirm, represent and warrant the following:

You have obtained and are solely responsible for obtaining all consents as may be required by law to post any of Your Content relating to third parties;
Your Content and our use thereof as contemplated by these Terms and our Service will not violate any law or infringe or violate any rights of any third party, including but not limited to any intellectual property rights and privacy rights; and
Your Content does not include any information or material that a governmental body deems to be sensitive or classified information, and by providing Your Content to or through our Service, you are not violating the confidentiality rights of any third party.

WE TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY OF YOUR CONTENT THAT YOU OR ANY OTHER USER OR THIRD-PARTY POSTS, SENDS, OR OTHERWISE MAKES AVAILABLE OVER OUR SERVICE. YOU SHALL BE SOLELY RESPONSIBLE FOR YOUR CONTENT AND THE CONSEQUENCES OF POSTING, PUBLISHING IT, SHARING IT, OR OTHERWISE MAKING IT AVAILABLE ON OUR SERVICE, AND YOU AGREE THAT WE ARE ONLY ACTING AS A PASSIVE CONDUIT FOR YOUR ONLINE DISTRIBUTION AND PUBLICATION OF YOUR CONTENT. YOU UNDERSTAND AND AGREE THAT ON OUR SERVICE YOU MAY BE EXPOSED TO CONTENT THAT IS INACCURATE, OBJECTIONABLE OR OTHERWISE UNSUITED TO YOUR PURPOSE, AND YOU AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DAMAGES YOU ALLEGE TO INCUR AS A RESULT OF OR RELATING TO ANY CONTENT ACCESSED ON OR THROUGH OUR SERVICE.

4. Our Intellectual Property

You acknowledge and agree that our Service, and all materials and content displayed or made available on our Service, other than Your Content, and all software, algorithms, code, technology and intellectual property underlying and included in or with our Service, and all intellectual property rights therein and thereto throughout the world (collectively and individually, our “Intellectual Property”), are our (or our licensors’ as applicable) sole and exclusive property. Except as explicitly provided herein, nothing in these Terms will be deemed to create a license in or under any intellectual property rights, and you agree not to access, sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any of our Intellectual Property.

You may choose to, or we may invite you to submit, comments, feedback or ideas about our Service, including without limitation about how to improve our Service or our products (“Feedback”). By submitting any Feedback, you agree that we will own such Feedback, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.

5. Our Privacy and Data Security Policies.

5.1 Privacy.

We care about your privacy. By using our Service you acknowledge that we may collect, use, and disclose your personal information and aggregate and/or anonymized data as set forth in our Privacy Notice, available at www.warp.dev/privacy, and acknowledge that you may have your personal information collected, used, transferred to and processed in the United States.

5.2 Security.

We have implemented commercially reasonable technical and organizational measures designed to secure your data and information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your data for improper purposes. You understand that internet technologies have the inherent potential for disclosure. You acknowledge that you provide your data at your own risk.

6. Payments and Billing.

6.1 How We Bill for Our Service.

Certain aspects of our Service may be provided for free, while certain other aspects of our Service or products available on our website may be provided for a fee or other charge. If you elect to use paid aspects of our Service or make a purchase on our website, you agree to our payment terms as made available to you on our website, as we may update them from time to time. We may add new services for additional fees and charges, add or amend fees and charges for existing services, at any time in our sole discretion.

6.2 Payment Information; Payment Method; Taxes.

All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with our Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method (“Payment Method”) used in connection with a purchase or transaction or other monetary transaction interaction with our Service at the prices in effect when such charges are incurred. You must provide us with a current, valid, accepted Payment Method. When you initiate a purchase transaction, you authorize us to provide your payment information to third parties so we can complete your transaction and to charge your Payment Method, in United States dollars, for the type of transaction you have selected (plus any applicable taxes and other charges). We currently use Stripe as our third party service provider for payment services, and by using our Service you agree to be bound by Stripe’s Services Agreement, available at https://stripe.com/us/legal. If your payment is not successfully settled for any reason, you remain responsible for any amounts not remitted to us. All payments for transactions are non-refundable and non-transferable except as expressly provided in these Terms. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.

6.3 Promotional Offers.

We may from time to time offer special promotional offers, plans or memberships (“Warp Offers”). Offer eligibility is determined by us in our sole discretion and we reserve the right to revoke an Offer and put your account on hold in the event that we determine you are not eligible. We may use information such as device ID, method of payment or an account email address used with an existing or recent subscription to determine eligibility. The eligibility requirements and other limitations and conditions will be disclosed when you sign-up for the Warp Offer or in other communications made available to you. You acknowledge and agree that any offers made available through the Service are subject to change at any time and from time to time.

7. Additional Terms for Mobile Applications

7.1 Mobile Applications.

We may make available software to access our Service via a compatible mobile device (“Mobile Applications”). You may incur mobile data charges from your wireless provider in connection with the Mobile Applications, and you agree that you are solely responsible for any such charges. We grant you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Applications for your Service Account on one or more mobile devices owned or leased solely by you, solely in accordance with these Terms. You acknowledge that we may from time to time issue upgraded versions of the Mobile Applications and may automatically electronically upgrade the version of the Mobile Applications that you are using on your mobile device. You consent to such automatic upgrading on your mobile device and agree that the terms and conditions of these Terms will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Applications is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Applications or any copy thereof. We or our third-party partners or suppliers retain all right, title, and interest in the Mobile Applications (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void.

7.2 App Store Terms.

If you acquire any Mobile Applications from any third-party app store: (i) you acknowledge that these Terms are between you and us only, and not with such third party; (ii) your use of such Mobile Applications must comply with such third party’s then-current app store terms and conditions; (iii) such third party is only a provider of the app store where you obtained such Mobile Applications; (iv) we, and not such third party, are solely responsible for our Mobile Applications; (v) such third-party has no obligation or liability to you with respect to such Mobile Applications or these Terms; and (vi) you acknowledge and agree that such third-party is a third-party beneficiary to these Terms as it relates to such Mobile Applications.

8. Your Use of Third-Party Services

FOR ANY THIRD-PARTY SITES, MATERIALS, PRODUCTS OR SERVICES THAT ARE NOT OWNED OR CONTROLLED BY US (“THIRD-PARTY SERVICES”) THAT YOU ACCESS OR USE IN CONNECTION WITH OUR SERVICE, YOU ARE SUBJECT TO AND AGREE TO THE THIRD PARTY’S TERMS AND CONDITIONS AND PRIVACY NOTICE MADE AVAILABLE ON THEIR SERVICES. WE DO NOT ENDORSE OR ASSUME ANY RESPONSIBILITY FOR ANY SUCH THIRD-PARTY SERVICES. IF YOU ACCESS OR USE A THIRD-PARTY SERVICE, YOU DO SO AT YOUR OWN RISK, AND YOU UNDERSTAND THAT THESE TERMS AND OUR PRIVACY NOTICE DO NOT APPLY TO YOUR USE OF SUCH THIRD-PARTY SERVICES. YOU EXPRESSLY RELIEVE US FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY SERVICE.

9. Indemnity

You agree to defend, indemnify and hold us and our affiliates, agents, suppliers or licensors (and our and their employees, contractors, agents, officers and directors) harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) your access to or use of our Service; (b) your violation of any aspect of these Terms, including without limitation your breach of any of your representations and warranties; (c) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (d) your violation of any applicable law, rule or regulation; (e) Your Content, including without limitation any misleading, false, or inaccurate information in Your Content; (f) your willful misconduct; or (g) any third party’s access to or use of our Service with your username(s), password(s) or other security code(s).

10. No Warranty; Disclaimers

OUR SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOUR USE OF OUR SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OUR SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WE, OUR SUBSIDIARIES, OUR AFFILIATES, AND OUR LICENSORS DO NOT WARRANT THAT ANY CONTENT ON OUR SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT OUR SERVICE WILL MEET YOUR REQUIREMENTS; THAT OUR SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT OUR SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF OUR SERVICE OR ANY DOWNLOAD OF CONTENT THROUGH THE USE OF OUR SERVICE. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.THE CONTENT PROVIDED THROUGH OR IN CONNECTION WITH OUR SERVICE IS DESIGNED TO PROVIDE PRACTICAL AND USEFUL INFORMATION ON THE SUBJECT MATTER COVERED. WHILE SUCH CONTENT MAY CONCERN ISSUES RELATED TO PROFESSIONAL SERVICES, SUCH CONTENT IS NOT PROFESSIONAL SERVICES ADVICE. YOU SHOULD NOT ACT OR REFRAIN FROM ACTING ON THE BASIS OF ANY CONTENT INCLUDED ON THIS SITE OR IN CONNECTION WITH OUR SERVICE WITHOUT SEEKING THE ADVICE OF A COMPETENT PROFESSIONAL IN THE APPLICABLE SUBJECT MATTER. WE EXPRESSLY DISCLAIM ALL LIABILITY IN RESPECT OF ACTIONS TAKEN OR NOT TAKEN BASED ON ANY CONTENT OF OR IN CONNECTION WITH OUR SERVICE.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, AGENTS, SUPPLIERS OR LICENSORS (OR OUR OR THEIR EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, OUR SERVICE. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF OUR SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICE; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH OUR SERVICE; AND/OR (G) YOUR DATA OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

IN NO EVENT WILL WE OR OUR AFFILIATES, AGENTS, SUPPLIERS OR LICENSORS (OR OUR OR THEIR EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO US HEREUNDER OR $100.00, WHICHEVER IS GREATER.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

12. Confidential Information

12.1 Confidential Information.

From time to time, either party to these Terms (the "Disclosing Party") may disclose or make available to the other (the "Receiving Party") non-public, proprietary, or confidential information of the Disclosing Party (“Confidential Information”). Confidential Information includes any information that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including non-public business, product, technology and marketing information. Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Receiving Party's breach of this confidentiality section; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was in the Receiving Party's possession prior to the Disclosing Party's disclosure thereof; or (iv) was or is independently developed by the Receiving Party without using any of the Disclosing Party’s Confidential Information.

12.2 Protection and Use of Confidential Information.

The Receiving Party shall: (i) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially-reasonable degree of care; (ii) only use the Disclosing Party's Confidential Information, and only permit it to be accessed or used, for the purpose of exercising its rights or performing its obligations under these Terms, for the purpose of exploring a business relationship (or changes to the business relationship) between the parties, or for any other purpose consistent with the Privacy Notice; and (iii) not disclose any of the Disclosing Party’s Confidential Information to any person or entity, except to the Receiving Party's service providers or financial/legal advisors who need to know the Confidential Information and are bound to confidentiality obligations at least as restrictive as those in these Terms.

12.3 Compelled Access or Disclosure.

If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially-reasonable efforts to notify the Disclosing Party of such requirements to afford the Disclosing Party the opportunity to seek, at the Disclosing Party's sole cost and expense, a protective order or other remedy.

12.4 Injunctive Relief.

Each of the parties to these Terms acknowledges that the other party will be irreparably harmed if Confidential Information of the other is distributed in breach of this Section, and that such other party would not have an adequate remedy at law in the event of such an actual or threatened breach. Therefore, each of the parties agrees that the other party shall be entitled to seek injunctive relief against any actual or threatened breaches of this Section by the other party without the necessity of showing actual damages or showing that monetary damages would not afford an adequate remedy.

13. Governing Law, Arbitration, and Class Action/Jury Trial Waiver

13.1 Governing Law.

You agree that: (i) we will be deemed solely based in the State of New York; and (ii) our Service will be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than New York. These Terms will be governed by the internal substantive laws of New York, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) governs the interpretation and enforcement of the Arbitration Agreement in Section 13.2 and preempts all state laws to the fullest extent permitted by law. If the FAA is determined to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue shall be resolved under and governed by the law of your state of residence. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in New York, New York for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration Agreement below, including any provisional relief required to prevent irreparable harm. You agree that New York, New York is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

13.2 Arbitration.

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. This section 13.2 (the “Arbitration Agreement”) applies to and governs any dispute, controversy, or claim between you and us that arises out of or relates to, directly or indirectly: (a) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) access to or use of our Service, including receipt of any advertising, marketing, or other communications from us; (c) any transactions through, by, or using our Service; or (d) any other aspect of your relationship or transactions with us, directly or indirectly, as a user or consumer (“Claim” or collectively, “Claims”). The Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your consent to these Terms.

If you are a new User, you can reject and opt-out of this Arbitration Agreement within thirty (30) days of accepting these Terms by emailing us at hello@warp.dev with your first and last name and stating your intent to opt-out of the Arbitration Agreement. Opting out of this Arbitration Agreement does not affect the binding nature of any other part of these Terms, including the provisions regarding controlling law or in which courts any disputes must be brought.

For any Claim, you agree to first contact us at hello@warp.dev and attempt to resolve the dispute with us informally. In the unlikely event that we have not been able to resolve a Claim after sixty (60) days, we each agree to resolve any Claim through binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS (the “Rules”), except as provided herein. JAMS may be contacted at www.jamsadr.com, where the Rules are available. In the event of any conflict between the Rules and this Arbitration Agreement, the Arbitration Agreement shall control. The arbitration will be conducted in the U.S. county where you live or New York, New York, unless you and we agree otherwise. If you are using our Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator will include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using our Service for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You and we agree that the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms, or any provision of these Terms, is unconscionable or illusory or any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel.

NOTHING IN THIS SECTION WILL BE DEEMED AS: PREVENTING US FROM SEEKING INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM THE COURTS AS NECESSARY TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF OUR DATA SECURITY, INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS; OR PREVENTING YOU FROM ASSERTING CLAIMS IN SMALL CLAIMS COURT, IF YOUR CLAIMS QUALIFY AND SO LONG AS THE MATTER REMAINS IN SUCH COURT AND ADVANCES ON ONLY AN INDIVIDUAL (NON-CLASS, NON-COLLECTIVE, AND NON-REPRESENTATIVE) BASIS.

If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the Arbitration Agreement, which shall remain in force, or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.

13.3 Class Action/Jury Trial Waiver.

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED OUR SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AND WE AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS. YOU AND WE AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

14. Export Controls

You understand and acknowledge that our Service may be subject to export control laws and regulations. You agree to comply with all applicable export and re-export control and trade and economic sanctions laws, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), and the International Traffic in Arms Regulations maintained by the U.S. State Department. Neither you, nor any person to which you make our Service available or that is acting on your behalf, or, if you are an Organization, any of your subsidiaries, or any of your or their directors, officers or employees, or any person owning 50% or more of your equity securities or other equivalent voting interests, is (a) a person on the List of Specially Designated Nationals and Blocked Persons or any other list of sanctioned persons administered by OFAC or any other governmental entity, or (b) a national or resident of, or a segment of the government of, any country or territory for which the United States maintains trade and economic sanctions or embargoes.

15. DMCA Notice

We respect content owner rights, and it is our policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via our Service, please notify our copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide all of the following information in writing:

(a) An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
(b) Identification of the copyrighted work that you claim has been infringed;
(c) Identification of the material that is claimed to be infringing and where it is located on our Service;
(d) Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and, e-mail address;
(e) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
(f) A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner

We respect content owner rights, and it is our policy to respond to alleged infringement notices that comply with The above information must be submitted to our DMCA Agent using the following contact information:

Denver Technologies, Inc. Address: 740 Broadway #802, Brooklyn, NY 11206, USA.

Email: hello@warp.dev

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please note that the preceding requirements do not constitute legal advice. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. We may also at our sole discretion limit access to our Service and/or terminate our Service Accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

16. Our Publicity Rights

We may identify you as a User in our promotional materials. We will promptly stop doing so upon your request sent to hello@warp.dev.

17. General Provisions

17.1 Assignment.

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior express written consent, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof will be null and void.

17.2 Notification Procedures and Changes to these Terms.

We may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as we determine in our sole discretion. We reserve the right to determine the form and means of providing notifications to our users, provided that you may opt out of certain notifications as required under applicable laws or as described in these Terms or our Privacy Notice. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We may, in our sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change these Terms in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to these Terms. These Terms apply to and govern your access to and use of our Service effective as of the start of your access to or use of our Service, even if such access or use began before publication of these Terms. Your continued use of our Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any part of these Terms or any future Terms of Service, do not use or access (or continue to access) our Service.

17.3 Entire Agreement/Severability.

These Terms, together with any amendments and any additional agreements you may enter into with us in connection with our Service, will constitute the entire agreement between you and us concerning our Service. None of our employees or representatives are authorized to make any modification or addition to these Terms. Any statements or comments made between you and any of our employees or representatives are expressly excluded from these Terms and will not apply to you or us or your use of our Service. Except as otherwise stated in Section 13.2, if any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect.

17.4 No Waiver.

No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.

17.5 Contact.

If you have any questions about these Terms, please contact us at hello@warp.dev.