Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") are a legally binding agreement between you ("User", "you", or "your") and WARP Technology Co., a Delaware corporation with its principal place of business in Los Angeles, California ("WARP", "Company", "we", "us", or "our"). The Terms govern your access to and use of the websites, mobile applications (including the WARP Carrier — Driver app), online portals, SMS messaging services, APIs, integrations, dashboards, and any related services (collectively, the "Services") provided by WARP.

By accessing or using the Services, creating an account, opting in to receive SMS messages, downloading and installing our mobile application from the Apple App Store or Google Play Store, or otherwise indicating your acceptance, you agree to be bound by these Terms and by our Privacy Notice, which is incorporated by reference. If you do not agree, you must not use the Services.

If you are using the Services on behalf of an organization (a business, partnership, government agency, non-profit, or other entity), you represent and warrant that (i) you have full legal authority to bind that organization to these Terms, (ii) you have read and understand these Terms, and (iii) you agree to these Terms on behalf of that organization. In that case, "you" and "your" refer both to you individually and to that organization.

2. Eligibility

You must be at least 18 years old and capable of forming a binding contract under applicable law to use the Services. By using the Services, you represent and warrant that:

• You are at least 18 years of age and have the legal capacity to enter into binding contracts;
• You agree to comply with these Terms and all applicable laws, regulations, and rules;
• You are not currently barred from receiving the Services under the laws of the United States or any other applicable jurisdiction;
• You are not listed on any U.S. Government list of prohibited or restricted parties (including without limitation the Specially Designated Nationals List maintained by the Office of Foreign Assets Control);
• You will not use the Services for any illegal, fraudulent, or unauthorized purpose;
• If you are acting as a motor carrier, you possess all required operating authority, insurance, and qualifications under federal, state, and local law.

3. Accounts & Registration

To access certain features of the Services, you may be required to register for an account and provide accurate, current, and complete information, including (without limitation) your legal name, business name (if applicable), email address, telephone number, mailing address, government-issued identification, motor carrier authority and DOT numbers (for carriers), insurance certificates, and payment information.

3.1 Account Security

You agree to (i) maintain the security and confidentiality of your account credentials, (ii) not share your password, two-factor authentication codes, or magic-link links with any third party, (iii) immediately notify us at security@wearewarp.com of any unauthorized use of your account or any other security breach, and (iv) take responsibility for all activity that occurs under your account, whether or not authorized by you.

3.2 Accuracy of Information

You agree to keep your registration information accurate, current, and complete. You are solely responsible for the accuracy of the information you provide. We may, in our sole discretion, suspend or terminate your account if any information provided is inaccurate, untrue, incomplete, fraudulent, or out of date.

3.3 One Account per Entity

Unless we expressly agree otherwise in writing, each individual or business entity may maintain only one account. We may suspend or terminate accounts that we determine, in our sole discretion, are duplicate, fraudulent, or being used to circumvent these Terms.

4. Description of Services

WARP provides technology-enabled logistics, freight, and shipment management Services, including (without limitation): load matching between shippers and motor carriers; cargo van, box truck, less-than-truckload (LTL), and full truckload (FTL) shipping; cross-dock and consolidation operations; pool distribution and zone skipping; store replenishment, vendor consolidation, and last-mile delivery; dispatching; tracking and visibility (GPS, scan events, proof of delivery); electronic documentation (bills of lading, manifests, PODs, invoices); billing and settlement; and related web and mobile applications for drivers, carriers, shippers, brokers, and operations personnel.

WARP acts as a property broker (FMCSA-registered) and arranges for the transportation of property by authorized motor carriers. WARP does not itself provide motor carrier transportation services except where expressly stated; the actual transportation is performed by independent motor carriers who have been vetted and approved to participate in the WARP network.

We may modify, suspend, or discontinue any part of the Services at any time, with or without notice, and we are not liable to you or any third party for any modification, suspension, or discontinuation of the Services. We will make commercially reasonable efforts to notify you of material changes that affect your active shipments.

5. Shipper-Specific Terms

If you tender freight to WARP for transportation, the following additional terms apply.

5.1 Tendering Freight

When you submit a quote request, booking, or shipment, you represent and warrant that (i) you are the lawful owner of the goods or have authority from the owner to tender them for transportation, (ii) the goods are accurately described (commodity, weight, dimensions, freight class, hazmat status), and (iii) the goods are properly packaged, labeled, and prepared for transportation in accordance with applicable laws and regulations.

5.2 Prohibited and Restricted Commodities

You may not tender any of the following without prior written approval from WARP: hazardous materials (unless properly declared, labeled, and we have agreed to transport such materials); illegal goods; firearms or ammunition; live animals or perishable items requiring refrigeration (unless reefer service has been booked); human remains; cash or currency; precious metals, gemstones, or jewelry; alcohol or tobacco in violation of any applicable law; controlled substances; and any commodity that, in our sole discretion, is unsuitable for the requested mode of transportation.

5.3 Accessorials and Additional Charges

Quotes are based on the information you provide. If the actual shipment differs from what was quoted — for example, additional weight or dimensions, additional stops, detention or layover, liftgate or inside delivery, residential pickup or delivery, reweigh or reclass, redelivery, or any other accessorial — additional charges will apply at our published or agreed rates. Reweigh and reclass adjustments are based on certified scale tickets and FMCSA-recognized classifications.

5.4 Tracking and Delivery

Estimated transit times are estimates only and are not guaranteed unless a guaranteed service has been expressly purchased. WARP is not liable for any delay caused by weather, traffic, mechanical failure, customer-caused delay, force majeure, or any cause beyond our reasonable control.

6. Carrier-Specific Terms

If you are a motor carrier transporting freight on the WARP network, the following additional terms apply, in addition to any separate carrier agreement you may have signed with us.

6.1 Authority and Insurance

You represent and warrant that you (i) hold and maintain all required operating authority (including DOT and MC numbers), (ii) maintain at all times motor carrier liability insurance with limits of at least $1,000,000 per occurrence (or higher limits as required by law or by WARP), $100,000 cargo insurance, and other coverages required by federal, state, or local law, and (iii) shall provide certificates of insurance naming WARP and the shipper as additional insureds upon request.

6.2 No Re-Brokering

You shall not re-broker, double-broker, subcontract, interline, or otherwise transfer the transportation of any load tendered to you to any third party without WARP's prior written consent. Re-brokering is a material breach of these Terms and entitles WARP to (i) pay the delivering carrier directly, (ii) deduct the amount paid to the delivering carrier from your settlement, (iii) remove you from the WARP network permanently, and (iv) pursue all other remedies available at law or equity.

6.3 Driver App and Visibility

You agree to require your drivers to use the WARP Carrier — Driver mobile application for the duration of each shipment and to comply with all in-app workflows, including check-call, geofence, milestone, document upload, and proof-of-delivery requirements. Failure to maintain live GPS visibility, milestone updates, or POD documentation may result in withheld settlement, penalties, or removal from the WARP network.

6.4 Settlement and Payment

WARP will pay you in accordance with the rate agreed in the load confirmation and any applicable carrier agreement. Standard settlement terms are net 30 days from receipt of a complete, legible signed POD and any required supporting documentation, unless QuickPay or alternative settlement terms have been agreed in writing. WARP reserves the right to deduct from your settlement any amounts owed for claims, damages, advances, fuel advances, or other obligations.

7. SMS / Text Messaging

By providing your mobile phone number and opting in to receive SMS or text messages from WARP, you expressly consent to receive recurring messages from us, including (without limitation) load offers, shipment status updates, dispatch and pickup notifications, two-factor authentication codes, account alerts, payment notifications, customer support messages, and other operational notifications related to the Services.

7.1 Consent & opt-in workflow

Consent to receive SMS messages from WARP is strictly opt-in, voluntary, and is not a condition of purchasing any goods or services, creating an account, requesting a quote, booking a shipment, or otherwise using the Services. You may revoke your consent at any time as described in Section 7.4 below.

We obtain your express written consent only through one of the following affirmative-consent workflows:

• Web or in-app opt-in checkbox: during account registration or in your profile settings, you may enter your mobile phone number and actively check an opt-in checkbox. The checkbox is never pre-selected, pre-checked, or defaulted to "yes" or "opted in"; you must affirmatively check the box yourself to consent. The opt-in form displays, immediately adjacent to the checkbox, (i) a plain-language description of the categories of SMS you will receive, (ii) the expected message frequency, (iii) the notice "Message and data rates may apply", (iv) the STOP and HELP instructions, and (v) hyperlinks to our Privacy Notice — Mobile Information & SMS Data and these Terms of Service.
• Keyword opt-in: by texting a published keyword (such as START, JOIN, or another program-specific keyword) to one of our published short codes or long codes.
• Signed paper or document opt-in: by signing a paper opt-in form or onboarding document that contains the same disclosures listed above and a link or QR code to our Privacy Notice.

We retain a record of each consent (including the date, time, IP address or signing context, mobile number, and the language of the disclosure shown) for the duration of your participation in the SMS program and for a reasonable period thereafter to evidence compliance with applicable law.

7.2 Message Frequency

Message frequency varies and depends on your activity within the Services. Carriers and drivers with active loads may receive multiple messages per day related to dispatch, check-call, geofence events, and milestone updates. Shippers may receive messages per shipment for booking confirmation, pickup, in-transit, and delivery events. You can adjust notification preferences in your account settings.

7.3 Message and Data Rates

Message and data rates may apply. Standard messaging rates from your mobile carrier will apply to any messages sent to or received from WARP. WARP is not responsible for any charges imposed by your wireless carrier. Check with your carrier for details about your text messaging plan.

7.4 Opt-Out

You may opt out of SMS messages at any time by replying STOP, END, CANCEL, UNSUBSCRIBE, or QUIT to any message you receive from us. After you send the STOP message, we will send you a confirmation message and you will no longer receive SMS messages from us. If you wish to opt back in, reply START or contact our support team at support@wearewarp.com.

7.5 Help

For help with our SMS Services, reply HELP to any message, contact us at support@wearewarp.com, or call us at +1 (213) 267-1373.

7.6 Supported Carriers

Our SMS Services are available on most major U.S. wireless carriers, including AT&T, T-Mobile, Verizon Wireless, Sprint, Boost Mobile, U.S. Cellular, MetroPCS, Cricket, Google Fi, and most regional carriers. Carriers are not liable for delayed or undelivered messages.

7.7 Mobile Information Privacy

No mobile information collected through the WARP SMS program — including, without limitation, mobile phone numbers, opt-in status, consent records, message content, message history, and message frequency preferences — is shared, sold, rented, leased, licensed, transferred, or otherwise disclosed to any third parties, affiliates, partners, marketing agencies, lead-generation services, data brokers, or any other entity for any marketing, promotional, advertising, lead-generation, or affiliate-marketing purpose.

The sole exception is sharing with subcontractors that strictly support our SMS messaging program (such as messaging platform providers like Twilio), and only to the limited extent necessary to deliver, route, log, or troubleshoot messages you have requested. Those subcontractors are bound by written confidentiality and data-protection obligations and are prohibited from using your mobile information for their own marketing or any secondary purpose. For more information, see our Privacy Notice — Mobile Information & SMS Data.

7.8 No Affiliate Marketing or Lead Generation

The WARP SMS program is used exclusively for operational and transactional communications directly related to the freight transportation Services you have requested (such as load offers, dispatch, shipment status, account alerts, two-factor authentication, payment notifications, and customer support).

WARP does not use the SMS program for, and you will not receive through the SMS program, any of the following:

• Affiliate marketing, referral marketing, or revenue-share marketing of any third-party product or service;
• Lead generation, lead resale, or solicitation on behalf of any third party;
• Third-party advertising, promotions, sweepstakes, contests, or coupons;
• Cross-promotion of products or services offered by entities that are not part of WARP;
• Resale, transfer, or licensing of phone numbers or consent records to any other business.

WARP does not operate, host, or participate in any affiliate-marketing or lead-generation business model, and no portion of the Services (including the SMS program) is monetized through affiliate links, referral fees, or sale of consumer leads.

8. Mobile Application Terms

If you download, install, or use our mobile applications (each, the "App"), including WARP Carrier — Driver, the following additional terms apply.

8.1 License

Subject to your compliance with these Terms, WARP grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and use the App on a mobile device that you own or control, solely for your personal or internal business use in connection with the Services.

8.2 Restrictions

You agree not to, and not to permit any third party to:

• Copy, modify, adapt, translate, reverse engineer, decompile, or disassemble the App, except to the extent such restriction is prohibited by applicable law;
• Rent, lease, lend, sell, redistribute, sublicense, or otherwise transfer rights to the App;
• Remove, alter, or obscure any proprietary notices, labels, or marks on the App;
• Use the App in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party's use of the App;
• Use any robot, spider, scraper, screen-capture, automated agent, or other automated means to access the App or its data;
• Attempt to gain unauthorized access to any portion of the App or any related systems or networks;
• Use the App in a vehicle while driving in violation of any applicable law or in a manner that endangers your safety or the safety of others.

8.3 Apple App Store (iOS)

If you downloaded the App from the Apple App Store, you acknowledge and agree that:

• These Terms are between you and WARP only, and not with Apple Inc. ("Apple"). Apple is not responsible for the App or its content;
• Your license to use the App on an Apple-branded device is limited to use on Apple-branded products that you own or control, as permitted by the Apple Media Services Terms and Conditions;
• Apple has no obligation to provide any maintenance or support for the App;
• In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the App. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the App;
• WARP, not Apple, is solely responsible for addressing any claims relating to the App or your possession and/or use of the App, including product liability claims, claims that the App fails to conform to any applicable legal or regulatory requirement, and claims arising under consumer protection or similar legislation;
• WARP, not Apple, is responsible for the investigation, defense, settlement, and discharge of any third-party intellectual property infringement claim related to the App;
• You represent and warrant that (i) you are not located in a country subject to a U.S. Government embargo or designated as a "terrorist supporting" country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties;
• Apple and Apple's subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary.

8.4 Google Play Store (Android)

If you downloaded the App from the Google Play Store, you acknowledge that Google LLC ("Google") is not a party to these Terms and you agree to comply with the Google Play Terms of Service. Google has no obligation or liability for the App or your use of it. You acknowledge that Google is a third-party beneficiary of these Terms only to the extent necessary to enforce the foregoing.

8.5 Device Permissions

The App may request access to certain features of your mobile device, including (without limitation) location services (GPS), camera, photo library, contacts, microphone, telephone, motion sensors, push notifications, and background app refresh. You may grant or deny such permissions, and you may change them at any time in your device's settings. However, doing so may limit the functionality of the App. In particular, accurate, continuous GPS access is required for drivers to participate in the WARP network and to receive load offers.

8.6 Background Location Collection (Drivers)

If you are a driver using the WARP Carrier — Driver app, you understand and agree that the App may collect your precise location in the background — including while the App is not in the foreground — during active shipments and while you are on duty within the WARP network. This data is used to provide live tracking, geofence events, ETAs, dispatch optimization, and proof of pickup/delivery to shippers. We do not sell location data and we minimize background collection when no active shipment is assigned.

9. API & Developer Terms

WARP offers programmatic access to certain Services through APIs, MCP servers, CLI tools, and webhooks (collectively, "API"). If you access the API, the following additional terms apply.

9.1 API License

Subject to your compliance with these Terms and any applicable rate-limit or usage policies, WARP grants you a limited, non-exclusive, non-transferable, revocable license to access and use the API solely for the purpose of integrating your systems with the Services. You may not use the API to develop a competing product or service.

9.2 API Keys and Security

You are responsible for keeping your API keys, tokens, and credentials confidential. Any actions taken using your API key are deemed to be taken by you. We may rotate, revoke, or invalidate API keys at any time, with or without notice, if we suspect misuse, fraud, or breach of these Terms.

9.3 Rate Limits and Fair Use

The API is subject to rate limits and fair-use policies published in our developer documentation. We may, at our sole discretion, throttle, suspend, or terminate access for users that exceed rate limits or that we determine are using the API in a way that adversely affects the stability, security, or performance of the Services.

10. User Conduct & Prohibited Activities

You agree not to engage in any of the following prohibited activities while using the Services:

• Using the Services for any unlawful purpose or in violation of any applicable laws or regulations (including transportation, motor carrier, customs, sanctions, or hazardous materials regulations);
• Impersonating any person or entity, including misrepresenting your affiliation with any person or entity, or providing false or misleading information;
• Uploading or transmitting any viruses, worms, trojans, ransomware, or other malicious code;
• Attempting to gain unauthorized access to any portion of the Services, any related systems or networks, or any third-party systems through the Services;
• Interfering with or disrupting the integrity, security, or performance of the Services or the underlying networks;
• Collecting or harvesting any personal information about other users without their express consent;
• Using the Services to send unsolicited commercial messages (spam), to harass, threaten, defraud, stalk, or intimidate others;
• Using the Services to transport prohibited, restricted, or hazardous materials in violation of applicable law;
• Re-brokering, double-brokering, or otherwise transferring loads in violation of these Terms;
• Reverse engineering, disassembling, or attempting to derive the source code, ideas, or algorithms underlying any portion of the Services.

11. Acceptable Use Policy

You must use the Services in a manner that is lawful, ethical, and consistent with industry best practices. In addition to the prohibited activities above, you must not use the Services to:

• Generate or distribute content that is defamatory, obscene, hateful, or that infringes another party's rights;
• Engage in any form of automated abuse, including but not limited to credential stuffing, brute-force login attempts, or large-scale automated scraping;
• Conduct any form of penetration testing, vulnerability scanning, or security research against the Services without prior written authorization from security@wearewarp.com;
• Misrepresent yourself, your vehicle, or your equipment in any way that may affect dispatch, settlement, or insurance.

12. Intellectual Property Rights

The Services, including all related software, content, designs, text, graphics, logos, trademarks, service marks, trade dress, trade secrets, and other materials, are owned by or licensed to WARP and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property and proprietary rights laws.

Subject to your compliance with these Terms, WARP grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for their intended purpose. No other rights or licenses are granted, whether by implication, estoppel, or otherwise. All rights not expressly granted are reserved.

13. User Content & License

The Services may allow you to upload, submit, transmit, or display content (such as proof-of-delivery photos, bills of lading, signatures, comments, messages, documentation, business and account data) ("User Content"). You retain all rights in your User Content, but you grant WARP a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, modify, distribute, prepare derivative works of, display, and perform such User Content in connection with operating, providing, and improving the Services.

You represent and warrant that you own or have all necessary rights to your User Content and that your User Content does not infringe, misappropriate, or violate the rights of any third party. We may, in our sole discretion, refuse to publish, modify, or remove any User Content at any time, with or without notice.

14. Third-Party Services & Links

The Services may contain links to third-party websites or integrate with third-party services (including but not limited to mapping providers such as Google Maps, electronic logging device (ELD) providers, factoring companies, payment processors such as Stripe, EDI partners, insurance providers, carrier monitoring services such as Highway, and SMS providers such as Twilio). We do not control or endorse such third parties, and we are not responsible for their content, products, services, privacy practices, or actions. Your use of any third-party service is at your own risk and is subject to that third party's terms and policies.

15. Fees, Billing & Payment

Certain features of the Services may require payment of fees. All fees are described in the applicable quote, order form, service agreement, rate sheet, or pricing page, and are payable in U.S. Dollars unless otherwise specified.

15.1 Quote-Based Pricing

Shipment fees are based on the quote you accept at the time of booking. The quoted rate is all-inclusive for the parameters disclosed at quote time. Additional charges may apply for accessorials, adjustments, or reweigh/reclass as described in Section 5.3.

15.2 Payment Terms

Unless otherwise agreed in writing, shippers are charged at the time of booking via the payment method on file. We accept credit cards, debit cards, ACH, and approved invoiced terms. You authorize WARP and our payment processors to charge your payment method for the amount of each booking, including any subsequent adjustments.

15.3 Taxes

You are responsible for all applicable taxes, duties, levies, and similar charges related to your use of the Services, including any sales, use, value-added, or excise taxes, except for taxes based on WARP's net income.

15.4 Late Payments

Any amount not paid when due will accrue interest at the lesser of 1.5% per month or the maximum amount permitted by law. We may suspend or terminate Services for non-payment with prior written notice.

16. Cancellation & Refund

You may cancel a booked shipment subject to the following terms:

• Cancelled before carrier dispatch: Full refund.
• Cancelled after carrier dispatch but before pickup attempt: Truck Ordered Not Used (TONU) fee may apply, based on equipment type and lane.
• Cancelled at pickup or in-transit: Full charges may apply, plus accessorials for return or storage.

Refunds for service failures (such as significant delays caused by WARP or our network) are evaluated on a case-by-case basis and credited to your account or refunded to your payment method at our discretion.

17. Insurance & Claims

WARP maintains, and requires its carrier partners to maintain, motor carrier liability insurance. Standard Carmack Amendment cargo liability coverage of up to $100,000 per shipment applies to every load, backed by WARP's FMCSA surety bond. Additional cargo insurance up to $1,000,000 per shipment is available through our insurance partners. WARP acts as your claims administrator and will file, process, and resolve cargo claims in accordance with federal regulations (49 CFR Part 370).

17.1 Filing a Claim

Cargo claims must be filed within nine (9) months from the date of delivery (or, in the case of non-delivery, from the reasonable date of expected delivery) by emailing claims@wearewarp.com with the shipment ID, signed POD noting the exception, supporting photographs, invoices for the damaged goods, and any other supporting documentation requested by our claims team.

17.2 Limitation of Liability for Cargo

Unless higher liability has been purchased in writing in advance, the maximum liability per shipment is the lesser of: (i) the actual invoice value of the damaged or lost goods, (ii) the released value declared at the time of booking, or (iii) the applicable Carmack or contractual liability limit.

18. Communications Consent

By creating an account, you consent to receive communications from us at the email address, phone number, and mailing address you provide, including (without limitation) transactional notices (shipment updates, payment receipts, password resets, security alerts), service announcements, customer support, and (with your separate consent) marketing communications. You may opt out of marketing communications at any time by clicking the "unsubscribe" link in any marketing email or by emailing privacy@wearewarp.com. You cannot opt out of transactional notices that are necessary to provide the Services.

19. Privacy & Data Protection

Your use of the Services is governed by our Privacy Notice, which describes how we collect, use, disclose, and safeguard information about you. By using the Services, you consent to the data practices described in the Privacy Notice. To the extent that any provision of the Privacy Notice conflicts with these Terms, these Terms control with respect to legal obligations between you and WARP.

20. Data Security

WARP implements administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of your information. However, no method of transmission over the Internet or storage method is 100% secure. You acknowledge and agree that you use the Services at your own risk, and we cannot and do not guarantee absolute security.

If you suspect any unauthorized access to your account, please notify us immediately at security@wearewarp.com.

21. Beta Features

From time to time, WARP may offer features that are designated as "beta", "preview", "alpha", "early access", or similar (collectively, "Beta Features"). Beta Features are provided "as is", may contain bugs, errors, or incomplete functionality, and may be changed, suspended, or removed at any time without notice. To the maximum extent permitted by applicable law, WARP disclaims all warranties and liability with respect to Beta Features.

22. Feedback

If you choose to provide WARP with any suggestions, comments, ideas, or feedback regarding the Services ("Feedback"), you grant WARP a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, transferable license to use, reproduce, modify, distribute, create derivative works of, display, and perform such Feedback for any purpose, without any compensation or attribution to you.

23. Export Controls & Sanctions

You agree to comply with all applicable U.S. and international export control and sanctions laws and regulations, including the Export Administration Regulations and the regulations of the Office of Foreign Assets Control (OFAC). You represent and warrant that you are not (i) located in, under the control of, or a national or resident of any country embargoed by the U.S. Government, or (ii) listed on any U.S. Government list of prohibited or restricted parties.

24. DMCA / Copyright Complaints

WARP respects the intellectual property rights of others. If you believe that material available on or through the Services infringes your copyright, you may notify our designated copyright agent in accordance with the Digital Millennium Copyright Act (DMCA) by sending a written notice to legal@wearewarp.com that includes:

• A physical or electronic signature of a person authorized to act on behalf of the copyright owner;
• Identification of the copyrighted work claimed to be infringed;
• Identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material;
• Your contact information (address, telephone number, email);
• A statement that you have a good faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law;
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

We may remove allegedly infringing content and terminate the accounts of repeat infringers in appropriate circumstances.

25. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WARP DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WARP DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. WARP MAKES NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION, CONTENT, OR MATERIALS AVAILABLE THROUGH THE SERVICES.

SHIPMENT TRANSIT TIMES, ETAs, AND OTHER PREDICTIONS ARE ESTIMATES AND ARE NOT GUARANTEED UNLESS A GUARANTEED SERVICE HAS BEEN EXPRESSLY PURCHASED.

26. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WARP, ITS SUBSIDIARIES AND RELATED COMPANIES, OR ITS LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF, OR INABILITY TO USE, THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WARP HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

WARP'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EXCLUSIVE OF CARGO LIABILITY EXPRESSLY GOVERNED BY SECTION 17, WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS PAID BY YOU TO WARP DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

The limitations in this Section apply to the maximum extent permitted by applicable law. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above may not apply to you.

27. Indemnification

You agree to defend, indemnify, and hold harmless WARP, its officers, directors, employees, contractors, agents, subsidiaries, related companies, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (i) your use or misuse of the Services; (ii) your violation of these Terms; (iii) your violation of any applicable law or regulation; (iv) your violation of any third-party right, including any intellectual property, privacy, or publicity right; (v) any User Content you submit through the Services; or (vi) any goods you tender for transportation that are inaccurately described, improperly packaged, or otherwise non-compliant with applicable law.

28. Termination

We may suspend or terminate your access to the Services at any time, with or without cause and with or without notice, including (without limitation) for any breach of these Terms, fraudulent activity, non-payment, violation of applicable law, or as required by law. You may terminate your account at any time by contacting support@wearewarp.com.

Upon termination, all licenses granted to you under these Terms will immediately cease. Sections that by their nature should survive termination (including but not limited to Intellectual Property Rights, User Content & License, Fees, Insurance & Claims, Disclaimers, Limitation of Liability, Indemnification, Governing Law, Arbitration, and Miscellaneous) will survive.

29. Governing Law & Disputes

These Terms are governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 30 (Arbitration), any dispute arising out of or relating to these Terms or the Services will be resolved exclusively in the state or federal courts located in Los Angeles County, California, and you consent to the personal jurisdiction of those courts.

30. Arbitration & Class Waiver

To the maximum extent permitted by applicable law, any dispute, claim, or controversy arising out of or relating to these Terms or the Services (other than claims for injunctive or other equitable relief, or claims that may be brought in small-claims court) shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be held in Los Angeles County, California, and will be conducted in English. The arbitrator's decision will be final and binding.

YOU AND WARP AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. UNLESS BOTH YOU AND WARP AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS OR REPRESENTATIVE PROCEEDING.

31. Force Majeure

Neither party will be liable for any failure or delay in performance under these Terms (other than payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, civil unrest, embargoes, fire, flood, earthquake, hurricane, tornado, pandemic or epidemic, governmental action, labor disputes, internet or telecommunications failures, or cyber attacks.

32. Changes to These Terms

We may update these Terms from time to time. The updated version will be indicated by an updated "Last updated" date and will be effective as soon as it is accessible. If we make material changes, we may notify you by email, by posting a notice on the Services, or by other reasonable means. Your continued use of the Services after the effective date of the updated Terms constitutes your acceptance of the changes.

33. Miscellaneous

These Terms, together with the Privacy Notice and any other agreements or order forms expressly incorporated by reference, constitute the entire agreement between you and WARP regarding the Services and supersede all prior and contemporaneous agreements, understandings, and communications, whether written or oral.

If any provision of these Terms is found to be unenforceable, invalid, or illegal, the remaining provisions will continue in full force and effect, and the unenforceable provision will be replaced with one that is enforceable and that comes closest to expressing the intent of the original provision. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any breach of any provision of these Terms by any party will not constitute a waiver of any prior, concurrent, or subsequent breach.

You may not assign or transfer these Terms or any rights or obligations hereunder, by operation of law or otherwise, without our prior written consent; any attempted assignment without such consent will be void. We may assign these Terms at any time without notice. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

Notices to you may be provided via email, posting on the Services, or by mail to the address on file. Notices to WARP must be sent to the address listed below and will be deemed given upon receipt.

34. Contact Us

If you have any questions or comments about these Terms, please contact us: