Snapshot 81525
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Main Agreements
Platform Agreement
Last Updated: October 8, 2026
This Platform Agreement, together with all applicable Ramp Terms, forms a binding contract between Company and the applicable Ramp entity specified in Section 17 (the “Agreement”) and governs Company’s use of the Services. By either (a) submitting an application to open a Ramp Account, (b) enabling Subscription Services, whether online or through a written Order Form, or (c) otherwise agreeing to this Platform Agreement, Company is providing its electronic signature and it thereby accepts and enters into the Agreement with Ramp. Company hereby acknowledges and agrees, and shall procure that each Business Entity and User acknowledges and agrees, that the use of such electronic signatures shall be conclusive of Ramp’s and Company's (and where applicable any Business Entity's and User's) intention to be bound by these documents as if they had been signed with a handwritten or wet-ink signature.
Capitalized terms used in the Agreement and not defined elsewhere have the meaning provided in Section 17 (Defined Terms) below.
Regional Schedules to the Agreement, including to the Platform Agreement or any Ramp Terms, apply based on the jurisdiction in which Company is domiciled.
The Agreement requires Company to arbitrate any disputes arising out of or relating to the Agreement in an individual arbitration and not a class arbitration. Company acknowledges and understands that by accepting the Agreement, Company waives any right to a trial by jury in connection with any claim arising out of or relating to the Agreement. Additionally, Company acknowledges and understands that by accepting the Agreement, Company waives any right to participate in any type of class action or class proceeding relating to the Agreement, including a class arbitration. See Section 11 (Dispute Resolution and Arbitration) below.
Company may only apply for, open, and maintain a Ramp Account and use the Services if Company accepts the Agreement.
1. The Ramp Platform
Permanent link: 1. The Ramp Platform
1.1. Services
Permanent link: 1.1. Services
a. General. Subject to the Agreement, and only if Ramp has approved Company for a Ramp Account, Ramp grants Company the right to access and use those Services made available through Company’s Ramp Account. Some Services may be delivered or supported by specific Ramp affiliates, Third-Party Service Providers, and Financial Institution Partners and may require Company or a Company Affiliate’s agreement to Supplemental Terms.
b. Subscription Services. Access to certain advanced platform features is only available with purchase of a paid subscription for Services (“Subscription Services”). If Company enables Subscription Services for its Ramp Account, whether online or through a written Order Form, Company is purchasing the Subscription Services and agrees to pay all specified subscription Fees (“Subscription Fees”) on the term (e.g., annual) offered by Ramp and selected by Company (as applicable, Company’s billing period is the “Subscription Term”). During the Subscription Term, Company may access and use purchased Subscription Services. For purposes of the Agreement, implementation services billed only once or for a limited time as specified in an applicable Order Form are also considered to be Subscription Services.
c. Trials. Ramp may from time to time offer a trial Subscription Term or other promotional offers (“Offers”). Offer eligibility is determined by Ramp in its sole discretion and Ramp reserves the right to suspend or revoke an Offer in the event that Ramp determines Company is not eligible. The eligibility requirements and other limitations and conditions will be disclosed when Company signs up for the Offer or in other communications made available by Ramp to Company.
d. Cards. If Company applies for access to Cards, Company agrees that the Payment Card Addendum governs Card issuing and use. If Company applies for or uses a Card funded by Stablecoin Assets (as defined in the Stablecoin Card Addendum), that Addendum also governs that Card and controls in the event of a conflict as provided therein.
1.2. Opening a Ramp Account
Permanent link: 1.2. Opening a Ramp Account
a. To receive access to or use the Services, Company first needs to apply for a Ramp Account. As part of such application, Company must provide all information Ramp requests and connect at least one Linked Account. At all times, Company must maintain at least one Linked Account.
b. Company may also need to (i) provide documentary information used to verify Company Data (such as corporate registration certificate, proof of address, financial statements, bank statements, or personal identification); and (ii) permit Ramp to access Company Data through Third-Party Services. At any time, including if Company requests access to additional features or Services, Ramp may require additional information and documentation that Ramp or Ramp’s Financial Institution Partners deem necessary for compliance and underwriting.
c. Ramp provides Company Data to Financial Institution Partners and Third-Party Service Providers to determine Company’s eligibility for Services and Cards. Ramp may also request information from credit reporting agencies using Company Data, and may report the performance of Company’s account to one or more credit reporting agencies. Ramp, Financial Institution Partners, and Third-Party Service Providers may approve, condition, or deny Company’s application(s) for a Ramp Account or Services or features accessible through a Ramp Account. Without limiting the generality of the foregoing, an application may be denied, provision of the Services to Company interrupted, or Company’s Ramp Account suspended or closed where required Company Data is incomplete, inaccurate, or out of date.
d. If Company’s business was referred to Ramp, Company acknowledges and agrees that Ramp may provide the status of Company’s application and limited Company Data to the Ramp customer or partner that referred Company, which may include (i) notice that Company successfully opened a Ramp Account and/or met other criteria required by the referral link or other referral method, such as completing a minimum required payment; or (ii) aggregate spend data or total spend volumes as required to determine partner incentives.
Important Information About Procedures For Opening A New Account
To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person (individual or business) who opens an account. What this means for Company: When Company opens a Ramp Account or requests access to certain Services, Ramp will ask for the name, address, date of birth, and other information to identify Company and the owners and control persons for Company’s business. Ramp may also ask to see a driver's license or other identifying documents. Ramp may share Company Data with Financial Institution Partners and Third-Party Service Providers for these purposes.
1.3. Fees
Permanent link: 1.3. Fees
a. General. Some Services may have associated transaction, finance, subscription, or other Fees, which Ramp will disclose in advance of charging. Disclosure may be provided in the Agreement (including any applicable Ramp Terms or an Order Form), by Notice, or through the Services. All monetary amounts owed under the Agreement must be paid in the currency specified by Ramp.
b. Subscription Fees. To the extent Company subscribes to Subscription Services, Company agrees to pay all Subscription Fees when due, including any applicable Taxes (as defined below). Unless otherwise explicitly agreed in writing by the parties, the terms and conditions in the Agreement apply to all Subscription Fees.
(i) Subscription Fees are calculated and due in advance at the beginning of each Subscription Term. Company can view Subscription Fees and payment dates for purchased Subscription Services through its Ramp Account.
(ii) For all Subscription Fees owed hereunder, Ramp will debit a Linked Account designated by Company for payment of such Fees, or Company’s default payment account for Periodic Statements if no other Linked Account is designated. Company acknowledges that its Authorization to Debit Linked Accounts in Section 2.3 of the Agreement extends to debits made to effect each payment for Subscription Services hereunder.
(iii) Subscription Fees are non-cancelable and non-refundable. Company must cancel automatic renewal in accordance with Section 4(c) below to avoid Subscription Fees for the next billing cycle. If any Subscription Fees are not received by Ramp on the applicable payment date, then without limiting Ramp’s other rights or remedies, those Subscription Fees may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. The Subscription Fees are supplemental to, and do not supersede any, transaction, currency conversion, or other Fees or amounts owed for Services, including those accessible through or in connection with the Subscription Services.
(iv) If Company adds paid seats during a billing period, on Company’s next bill, Company will be charged a prorated amount for each additional seat based on the time remaining in the billing period. If Company’s Subscription Term is longer than a month, Ramp may bill Company for the additional seats on the next monthly anniversary of Company’s initial purchase. Once added, additional seats will remain on Company’s account and Company will be invoiced for such additional seats for the remainder of the Subscription Term and any renewals thereof, unless modified in writing by Ramp and Company.
(v) Different Subscription Services will include access to different features and functionality. Ramp reserves the right to make changes to Ramp’s plans and adjust pricing. Ramp will provide reasonable advance Notice of any increases to Subscription Fees before they take effect for Company. If a change in Subscription Fees is not acceptable, Company’s sole and exclusive remedy will be to terminate the Subscription Services through Company’s Ramp Account before the Subscription Term renews and the new pricing takes effect. By continuing to use the Subscription Services after a change in Subscription Fees takes effect, Company accepts the change. The terms of an Order Form executed by Ramp and Company supersede any of the foregoing in this sub-section (v) in the event of a conflict.
(vi) Taxes. (a) Fees exclude all sales, use, goods and services, harmonized sales, value-added, withholding, and similar taxes, levies, duties, and governmental assessments (“Taxes”). Company is responsible for all Taxes associated with its purchases under the Agreement, except taxes based on Ramp’s income, property, or employees. (b) If Ramp is legally required to collect Taxes, Ramp will invoice them separately and Company will pay them, unless Company provides a valid exemption certificate. (c) Taxes are determined based on the Ramp contracting entity and the address, location of use, and tax registration information Company provides, which Company will keep current. (d) Where applicable law requires Company to self-assess Taxes, including under a reverse charge, Company will do so. (e) If Company is required to withhold Taxes, Company will increase its payment so that Ramp receives the full amount invoiced, and will provide proof of remittance.
1.4. Managing Company’s Ramp Account
Permanent link: 1.4. Managing Company’s Ramp Account
Company must specify at least one Administrator to manage Company’s Ramp Account when submitting Company’s application. Administrators may take a variety of actions, including the addition, removal, or management of additional Administrators and Users; the requesting and management of Cards; the setting or changing per-User spending limits; viewing transactions; running reports and downloading statements; providing, viewing, or updating Company Data; connecting Linked Accounts, Third-Party Services, and other accounts to Company’s Ramp Account; providing authorization to debit Linked Accounts; consenting to new or updated terms and conditions and Supplemental Terms; and performing other tasks on Company’s behalf. Company may also delegate management of its Ramp Account to its accounting firm or other professional advisors (“Advisors”) and designate individuals associated with its Advisors as Administrators or other User roles. Company is responsible for (a) any actions or failure to act on the part of Administrators, Users, Advisors, and those using credentials issued to Administrators or Users to access Company's Ramp Account; and (b) compliance with the terms and conditions imposed by Financial Institution Partners and for any Third-Party Services.
1.5. Security and Monitoring Company’s Ramp Account
Permanent link: 1.5. Security and Monitoring Company’s Ramp Account
a. Company will keep its Ramp Account secure and only provide access to individuals that Company has authorized and that meet all applicable requirements under the Agreement. Company will immediately disable User access to the Services if Company knows or believes a User’s or Administrator’s access credentials or Company’s Ramp Account has or may have been compromised or has been or may be misused; and Company will promptly notify Ramp (via the Services or by contacting Ramp’s support team) of any known or reasonably suspected unauthorized access to or use of Company’s Ramp Account.
b. Ramp will maintain appropriate technical, administrative, and physical measures designed to safeguard Company Data as described in the DPA.
1.6. Authorized Users
Permanent link: 1.6. Authorized Users
Company’s authorization of a User will allow them to use the Services and access certain functionality of Company’s Ramp Account. Company is responsible for (a) ensuring that Users are aware of Ramp’s rights and comply with Company’s obligations under the Agreement, including Section 1.7 (Requirements and Prohibited Activities) below; (b) notifying Users of and administering Company’s corporate expense and spend management policies; (c) ensuring payment information is complete and correct; and (d) resolving any disputes relating to Company’s maintenance or administration of Company’s expense and spend management policies, including when Company elects to use the Services to request or receive reimbursements from User accounts. All potential Users will be required to accept and comply with User Terms to become Users, and all Users that are authorized to use Cards or other payment tools may also be required to accept and comply with terms presented or required by Financial Institution Partners, Ramp, or Third-Party Service Providers.
1.7. Requirements and Prohibited Activities
Permanent link: 1.7. Requirements and Prohibited Activities
a. Only United States Entities and those based in other jurisdictions approved by Ramp may apply for and use a Ramp Account. Foreign offices or Company Affiliates may only use the Services and be issued Cards subject to any requirements imposed by Ramp and each applicable Financial Institution Partner. Certain entity types are restricted or prohibited from opening or using a Ramp Account and the Ramp Account may not be used for consumer purposes. Company is and will remain fully responsible for all use of the Services and compliance with the Agreement, including acts or omissions of a Company Affiliate or any User or other person associated with Company or a Company Affiliate.
b. Company shall not, and shall not permit any other entity or person to: (i) use the Ramp Account, Cards, or Services for (1) any expenses other than bona fide business expenses, (2) any purpose that is unlawful or prohibited by the Agreement, the Card Terms, or any Payment Network rules (including uploading or submitting illicit material to the Services), (3) any personal, family, or household use or purpose, or (4) any purpose unrelated to the authorized business activities of Company or a Company Affiliate; (ii) provide, provide access to, or use for the benefit of an individual, organization, or country that is blocked or sanctioned under sanctions or export control laws applicable to Company or Ramp, which may include the laws of the United States, Canada, the European Union, or the United Kingdom (each such individual, organization, or country, a “Sanctioned Entity” and collectively, “Sanctioned Entities”) — including those Sanctioned Entities identified by the United States Office of Foreign Assets Control (OFAC) — the Ramp Account, Cards, or Services; (iii) permit use of the Ramp Account, Cards, or Services by unaffiliated third parties; (iv) register, attempt to register, or claim ownership in Ramp Property or portions of Ramp Property; (v) modify, copy, or create derivative works based on the Services or any associated documentation made available by Ramp; (vi) reverse-engineer, disassemble, or decompile the Services; (vii) interfere with, or create an undue burden on the Services that could impact Ramp’s ability to provide Services; (viii) act in a manner intended to circumvent usage limitations or quotas; (ix) send or store malicious code in connection with Company’s use of the Services; (x) probe, scan, or test any vulnerability of the Services; (xi) attempt to gain unauthorized access to any Service or related systems or networks; or (xii) use the Ramp Account in connection with any prohibited activities identified in the Prohibited Activities List, or any other restricted category or business activity as determined by Ramp or any Financial Institution Partner in their sole discretion ((i) through (xii), collectively, “Restrictions”).
c. Company will comply with, and will ensure that its Users comply with, Ramp’s Acceptable Use Policy with respect to each of the Services which Company purchases, activates, accesses, or uses, as applicable.
d. Without prior written consent from Ramp, Company shall not use the Services or any other Ramp Property to develop or train machine learning models or other types of artificial intelligence (AI).
e. Ramp and its Financial Institution Partners may be subject to regulation and acceptable use and risk management policies that require Ramp to strictly enforce the Restrictions and prevent any activities that violate or could potentially violate the Agreement. Ramp may therefore limit, suspend, or terminate Company’s Ramp Account, access to the Services, or Cards if Ramp believes in its reasonable discretion that the Agreement may be or was violated, if required by a Financial Institution Partner or government authority, if Ramp suspects Company is engaged in fraudulent or illicit activities, if Ramp believes Company is creating an undue risk to Ramp or others, or to comply with applicable laws, regulations or Payment Network rules. Without limiting any of Company’s indemnification or other obligations to Ramp, Company agrees to pay all Fines imposed on Ramp or any affiliate, officer, employee, agent, or representative thereof by Financial Institution Partners, regulators, or government agencies for Company’s violation of this Section 1.7.
f. Company agrees that use of a developer account, including to access APIs to create automations or integrate the Services with Third-Party Services, is governed by the API Agreement.
1.8. Identification as Customer
Permanent link: 1.8. Identification as Customer
Ramp may publicly reference Company as a Ramp customer on Ramp’s website or in communications during the term of the Agreement. Ramp will not express any false endorsement or partnerships. Company grants Ramp a limited, non-exclusive, royalty-free license to use Company trademarks or service marks for this purpose. Please notify Ramp if Company prefers that Ramp not identify Company as a Ramp customer and Ramp will use best efforts to remove references to Company on Ramp’s website or in communications.
1.9. Ownership and License
Permanent link: 1.9. Ownership and License
a. As between Company and Ramp, Ramp and its affiliates and licensors own all Ramp Property, including all modifications, improvements, enhancements, derivative works, models, and features. Company, Administrators, and Users may use Ramp Property only as and for the purposes provided in the Agreement. Ramp grants Company a non-exclusive and non-transferable license to use Ramp Property as permitted by the Agreement to the extent that Ramp provides it to Company via the Services. This license terminates automatically without notice to Company upon termination of the Agreement or the closure of Company's Ramp Account. The performance of any implementation services by Ramp shall not affect the ownership of Ramp Property or any other materials provided by Ramp under this Agreement.
b. Company retains all rights, title, and interest in and to Company Data, and Company's copyrights, patents, and registered trademarks and service marks. Company grants Ramp a non-exclusive, royalty-free, worldwide license to: (i) use and disclose Company Data for the purposes listed in this Agreement, and (ii) use and display trademarks, service marks, logos, and other business identifiers (“Company Trademarks”) supplied by Company on Cards and in connection with providing other aspects of the Services to Company. All goodwill accruing from use of Company Trademarks shall inure to the benefit of Company.
c. Subject to applicable law and any third-party rights or terms identified in an applicable Product Schedule, as between Company and Ramp, Company owns any output generated by a SaaS Service specifically for Company (“Generated Content”). Generated Content itself is not Ramp Data, although technical, usage, and operational records relating to Generated Content may be Ramp Data. This ownership allocation does not transfer ownership of: (i) Ramp Property embedded in or used to create Generated Content; (ii) Third-Party Services or third-party materials; or (iii) content owned by another person. Company’s rights in Generated Content are subject to applicable provider terms, may not qualify for intellectual-property protection, and may be the same as or similar to content generated for others. Company is responsible for reviewing Generated Content for accuracy, infringement, confidentiality, privacy, publicity, attribution, open-source, and other third-party-rights issues before use or publication. To the extent Ramp Property is incorporated into Generated Content, Ramp grants Company a non-exclusive, worldwide, royalty-free license to use that Ramp Property solely as incorporated into, and as necessary to use, the Generated Content in accordance with the Agreement.
d. If either party acquires, by operation of law, any right, title or interest in or to any Intellectual Property Rights that is inconsistent with the allocation of ownership set out in Sections 1.9(a), 1.9(b) and 1.9(c) above,
(i) it hereby assigns (by way of present and future assignment), or shall procure the assignment, to the other party (or, where the other party is Ramp, to Ramp’s designated affiliate) absolutely with all right, title and interest (present and future) in such Intellectual Property Rights together with all rights of action accrued in relation thereto; and
(ii) if any such Intellectual Property Rights do not vest in the other party pursuant to Section 1.9(d)(i), the party required to assign or procure the assignment of such Intellectual Property Rights shall, and shall procure that any relevant third party owner shall, execute such documents and do such things as are reasonably necessary to give effect to Section 1.9(d)(i) and hold any such Intellectual Property Rights on trust for the benefit of the other party until they are vested in the other party pursuant to Section 1.9(d)(i).
1.10. Data, Privacy, and AI
Permanent link: 1.10. Data, Privacy, and AI
Company acknowledges, understands, and agrees that Ramp, Financial Institution Partners, and Payment Networks collect, process, and share Company Data through Company’s use of Cards, the Services, and Third-Party Services. Ramp may use and disclose Company Data: (a) for identity verification and underwriting, establishment and adjustment of spend limits, spend and transaction analysis, fraud and loss prevention, and reporting; (b) to detect and respond to security incidents; (c) to provide, maintain, and improve the Services; (d) as required by law, Financial Institution Partners or Payment Network rules; (e) to report Company performance to credit reporting agencies and credit rating agencies, where appropriate; and (f) to enforce and protect Ramp’s rights, including as needed in dispute resolution.
Where Ramp acts as a “Data Processor” or “Service Provider” (as each term is defined in the DPA), or similar capacity, Ramp will process Personal Data in accordance with and subject to the Data Processing Addendum↗ (“DPA”). Where Ramp acts as a “Data Controller” or “Business” (as each term is defined in the DPA), or similar capacity, Ramp’s Privacy Policy applies to our processing of Personal Data. Ramp may generate, use and disclose De-Identified Data for Ramp's own business purposes, including to develop and improve Ramp products, services, and marketing efforts (such as developing data products and providing aggregate insights to other customers). Ramp may also include De-Identified Data in both public and private reports.
The Service is supported by artificial intelligence and machine learning (“AI”) systems, and Company acknowledges that artificial intelligence may generate inaccurate, incomplete, non-unique, outdated, offensive, or misleading outputs. Company is responsible for appropriately configuring all automated features, reviewing and validating outputs and actions before relying on or implementing them, maintaining human oversight proportionate to the nature and risk of its use, and for all decisions Company makes based on use of the Services. The Services and outputs do not constitute professional advice or replace Company’s professional advisors, internal controls, or independent judgment. Company is solely responsible for providing any required disclosures and otherwise complying with applicable laws in connection with Company’s use of AI. Additional AI-specific terms may be set forth in an applicable Product Schedule.
1.11. Rewards and Benefits
Permanent link: 1.11. Rewards and Benefits
Ramp may determine when, how, and under what conditions Company or Users may qualify for or earn rewards. Rewards are subject to the Ramp Rewards Terms and the Agreement. Any right to rewards or benefits shall terminate upon the termination of the Agreement or the closure of Company’s Ramp Account.
1.12. Feedback
Permanent link: 1.12. Feedback
Company hereby grants Ramp a royalty-free, fully-paid, irrevocable, perpetual, nonexclusive, worldwide, assignable and otherwise transferable license, with the unrestricted and unlimited right to grant sublicenses, (a) to create derivative works based upon any Feedback; and (b) to use, copy, display, publish, distribute, or otherwise commercialize or exploit in any manner any Feedback or derivative works based thereon. Ramp has no obligation to compensate or credit Company for Feedback Company provides, regardless of whether or how Ramp may use or otherwise commercialize or exploit it.
1.13. Ramp SaaS Services
Permanent link: 1.13. Ramp SaaS Services
a. Product Schedules. Ramp may make certain software-as-a-service products, features, and related support services available to Company (“SaaS Services”). Company’s access to and use of each SaaS Service is subject to the additional product-specific terms applicable to that SaaS Service (each, a “Product Schedule”), which form part of the Agreement. Company is bound only by Product Schedules for SaaS Services that Company purchases, activates, accesses, or uses. If a Product Schedule conflicts with this Platform Agreement concerning the applicable SaaS Service, the Product Schedule controls solely with respect to that SaaS Service. A SaaS Service may also constitute a Subscription Service or Early Access Service, as applicable.
b. Organization-Managed SaaS Accounts and Domain Claims.
i. A Company or other organization (a “Domain Owner”) may, by following Ramp’s instructions, request that Ramp verify its control of an email domain (a “Domain Claim”). Following verification, Ramp may disclose to the Domain Owner and its Administrators: (i) the existence of accounts or profiles for SaaS Services registered using an email address associated with the claimed domain; and (ii) other limited account information reasonably necessary to administer the Domain Claim or a Domain Migration described below.
ii. Following a Domain Claim, Ramp may require an affected account or profile for a SaaS Service to be associated with or migrated to an account administered by the Domain Owner (a “Domain Migration”). Ramp or the Domain Owner will provide applicable notice and instructions. Following a Domain Migration, the Domain Owner and its Administrators may manage access and authentication and, to the extent supported by the applicable SaaS Service, access account details, usage information, and Company Data and manage its retention, export, or deletion, subject to the Agreement, the applicable Product Schedule, and available Service controls.
iii. If Company submits a Domain Claim, Company represents and warrants that: (i) it owns or controls the claimed domain; (ii) all information provided in connection with the Domain Claim is accurate, complete, and current; and (iii) it has the necessary authority to request and administer each applicable Domain Migration. Following a Domain Migration, Company is responsible for all use of the applicable SaaS Service and all associated payment and other obligations.
iv. Ramp does not guarantee that all content, settings, history, permissions, or other information will be migrated. Following a valid Domain Claim, Ramp may prevent new standalone SaaS Service accounts using the claimed domain and, after applicable notice or a migration period, redirect, restrict, disable, or close affected accounts or profiles.
v. A Domain Claim or Domain Migration applies only to SaaS Services identified by Ramp. It does not, without separate authorization, transfer ownership or control of another Ramp Account or permit access to its Cards, Linked Accounts, funds, or financial transaction information.
2. Payments to Ramp
Permanent link: 2. Payments to Ramp
2.1. Amounts Owed to Ramp
Permanent link: 2.1. Amounts Owed to Ramp
Company is responsible for timely payment in full of all Charges, Fees, Fines, and other amounts (e.g., for bill payments or other amounts owed for use of Payment Services) owed by Company under this Agreement. Company may connect and change the Linked Accounts designated as the default funding source for specific payment types through Company’s Ramp Account.
If Company has access to Cards, Ramp will provide Company Periodic Statements identifying Charges, Fees, or other amounts charged to Company’s Ramp Account in connection with Card use, as well as any payments, refunds, Chargebacks granted, or other credits to that account. Unless otherwise specified in any Ramp Terms or a Notice provided by Ramp, Periodic Statements for Card use will be issued and payable monthly.
To the extent required by Ramp for access to certain Services, Company will provide additional authorization to debit Linked Accounts to process payments for those Services.
2.2. Set Off and Collections
Permanent link: 2.2. Set Off and Collections
Company is responsible for maintaining sufficient funds in its Linked Accounts to meet its obligations. If Company fails to pay the full amounts owed under the Agreement when due, including amounts identified in a Periodic Statement, Ramp may collect any outstanding amounts from any Linked Account that is currently linked; or set off, debit, or collect from amounts in a Ramp Account that Company holds jointly with a third party or opens in the future even if Company’s original Ramp Account has been closed. This right may be exercised against Company, Company Affiliates, and any assignees for the benefit of Company’s creditors or receivers. This right will exist even if Ramp does not exercise it prior to the making, filing, or issuance of an arbitration demand, court order, or other action.
Any failure to pay the full amount owed when required is a breach of the Agreement, pursuant to which Ramp may declare Company’s entire balance due immediately, regardless of the current billing cycle, and Company agrees to immediately pay all amounts as directed. Company is responsible for all costs or expenses that Ramp or Financial Institution Partners incur collecting amounts owed but not timely paid, including legal or collections fees and any interest at the maximum rate permitted under law.
2.3. Authorization to Debit Linked Accounts
Permanent link: 2.3. Authorization to Debit Linked Accounts
THIS SECTION PROVIDES AUTHORIZATION TO AUTOMATICALLY DEBIT COMPANY’S LINKED ACCOUNTS FOR ALL AMOUNTS COMPANY OWES UNDER THE AGREEMENT. PLEASE READ IT THOROUGHLY.
Authorization
Company authorizes (a) Ramp (including Ramp Business Corporation and its subsidiaries), (b) Financial Institution Partners acting on their own behalf, including through Ramp, and (c) Ramp's assigns and each Financial Institution Partner's assigns to: debit Company’s Linked Accounts to process all payments and collect all amounts owed under the Agreement. Automated Clearinghouse ("ACH") network debits will be governed by, and Company agrees to abide by, the rules established by the National Automated Clearinghouse Association ("NACHA") for business-related ACH debits. Company’s Linked Accounts may be debited for all recurring and one-time payments owed in connection with Company’s Ramp Account and use of the Services, including the full amounts identified in a Periodic Statement. Company also authorizes Ramp to debit Company’s Linked Accounts for verification purposes (through microdeposits or similar means) and to debit or credit Company’s Linked Accounts to correct any erroneous debit or credit.
Debits will be processed through the applicable Payment Network based on the jurisdiction in which the Linked Account is held and, where relevant, the currency of the Linked Account, as set forth in the Payment Networks Schedule. Additional Payment Networks and rules may apply, depending on the location of Company’s operations and use of the Services.
Manner and Timing
Company’s Linked Accounts may be debited to process all payments and to collect all other amounts when due, including in accordance with Section 1.3 for Subscription Fees and Section 3 for Payment Services.
For Cards, Company’s Linked Account will be automatically debited for the full amount owed as identified in each Periodic Statement at the end of each billing cycle. Company’s Linked Account will be debited on the next day following issuance of a Periodic Statement that is not a weekend or bank holiday (“Business Day”).
Company also authorizes Ramp, Financial Institution Partners, and their assigns to debit Linked Accounts immediately, on any date, where (a) the total aggregate balance of Linked Accounts is less than any balance minimums that Ramp has communicated to Company via the Services; or (b) Ramp determines that Company poses or may pose an unacceptable risk to Ramp, Financial Institution Partners, or third parties or no longer satisfies the underwriting criteria used to establish the spending limit for Company; however, Ramp will make commercially reasonable eframp forts to provide prior Notice to Company of such determination.
Withdrawing Authorization
To cancel the debit authorization from a Linked Account, Company must provide Ramp thirty (30) days advanced written notice. Such withdrawal of a debit authorization does not terminate the Agreement or Company’s obligation to pay all amounts owed under the Agreement. Company will be responsible for all costs of collections and damages under the Agreement if amounts owed are not paid by Company as described in the Agreement. Spending limits may be reduced (including to zero), and Company’s Ramp Account may be terminated or otherwise limited, if Company withdraws debit authorization.
3. Payment Services
Permanent link: 3. Payment Services
Payment Services are made available to Company through Ramp. The specific Ramp entity that contracts with Company, and the party responsible for providing regulated payment services, depends on Company’s domicile.
In the United States of America: The Payments Entity Schedule↗ indicates whether Payment Services are provided to Company by either (a) the Financial Institution Partners together with Ramp Business Corporation, or (b) Ramp Payments Corporation. Where Ramp Payments Corporation provides Payment Services, the RPC Addendum↗ (and not the Payments Addendum) governs those Payment Services. For Payment Services that are not provided by Ramp Payments Corporation, the Payments Addendum applies to and governs those elements of the Payment Services.
Outside the United States of America: Payment Services are provided by either (a) a Ramp entity; or (b) a Financial Institution Partner as principal, in each case pursuant to the applicable Ramp Terms and their associated Regional Schedules.
Stablecoin Payment Services.
Permanent link: Stablecoin Payment Services.
If Company enables or uses Stablecoin Payment Services (as defined in the Stablecoin Payments Addendum), that Addendum governs those Services, including digital asset conversion or transfer used in connection with a Card payment, bill payment, reimbursement, or other payment. Where a transaction includes both digital assets and a fiat-denominated payment, the applicable addenda govern their respective portions as provided in the Stablecoin Payments Addendum.
International Payments
Permanent link: International Payments
Ramp may engage Financial Institution Partners (each, an "International Payments Partner") to support international payments submitted through the Payment Services ("International Payments"). International Payments Partners that may directly provide Company or Company Affiliates with International Payment services pursuant to Supplemental Terms are set forth in the International Payments Partner Schedule (as updated from time to time). While an International Payments Partner may be Company's service provider for the processing of International Payments, Company may contact Ramp for support through Ramp's standard support channels. Ramp may engage in collection efforts to recover, and Company agrees to pay Ramp, any amounts owed in connection with an International Payment.
Foreign Exchange
Permanent link: Foreign Exchange
In connection with an International Payment, Company may have the ability to convert from one currency into another currency at a specified exchange rate. Exchange rates fluctuate; when Company submits an International Payment request, Company may only receive an initial estimate or range of the applicable rate. Ramp and its International Payments Partners may include a margin on foreign exchange, which is a platform cost paid by Company. A margin is the difference between a reference exchange rate and the actual exchange rate used to convert the payment.
Access or use of Google Maps features and content (e.g., in connection with reimbursements) is subject to Google's terms of service↗ and privacy policy↗.
4. Term and Termination
Permanent link: 4. Term and Termination
a. The Agreement is effective when Company submits an application for a Ramp Account, or otherwise agrees to this Platform Agreement, and continues until terminated by either Company or Ramp in accordance with the Agreement, or as otherwise set forth in the Agreement.
b. Company may terminate the Agreement by paying all amounts owed and providing notice to Ramp, but shall remain responsible for all Charges, Fees, Fines, and other amounts owed. Company’s payment and Ramp's acceptance of any amounts does not extinguish or waive any of Ramp's rights hereunder. In addition to the termination rights provided elsewhere in the Agreement, Ramp may terminate the Agreement, and only if Company has not purchased Subscription Services, without cause at any time by providing Company thirty (30) days’ Notice. Upon termination, any related Cards will immediately expire.
c. Notwithstanding anything to the contrary set forth herein, if Company purchased Subscription Services, Company’s Subscription Term will automatically renew at the end of each billing period until a party gives the other advance notice of cancellation. Company may cancel subsequent renewals: (i) for purchases of Subscription Services not led by a sales representative, at any time before the end of Company’s billing period through Company’s Ramp Account, and (ii) for Subscription Services led by a sales representative, by contacting Company’s representative at least thirty (30) days before the end of Company’s billing period. Following cancellation, Company will not receive a refund or cancellation of any Subscription Fees for the final billing period but will continue to have access to the Subscription Services through the end of Company’s Subscription Term.
d. Sections 1.5 (Security and Monitoring Company’s Ramp Account), 1.9 (Ownership and License), 1.10 (Data and Privacy), 1.12 (Feedback), 2.2 (Set Off and Collections), 2.3 (Authorization to Debit Linked Accounts), 4 (Term and Termination), 5 (Notice and User Notifications), 6 (Limitation of Liability), 8 (Disclaimer of Warranties and Conditions by Ramp), 9 (Indemnification), 10 (Governing Law), 11 (Dispute Resolution and Arbitration), 12 (Confidential Information), 13.1 (Legal Process), 13.2 (Assignment), 14.2 (Multi-Entity Terms), and 17 (Defined Terms); the provisions of the Ramp Terms that identify continuing obligations; and any other provisions of the Agreement giving rise to continued obligations of the parties will survive termination of the Agreement.
5. Notice and User Notifications
Permanent link: 5. Notice and User Notifications
Company consents to Ramp providing Notices to Company and User Notifications to Users electronically, including in each case those required by law, and Company’s Users must consent to receiving User Notifications electronically. Such electronic Notices and User Notifications shall have the same effect as if provided in writing.
Ramp’s Notices to Company will be effective if provided to an Administrator, and User Notifications will be effective if provided to the applicable User, in each case electronically through the Services, via email, or (except as provided below) via SMS to the contact information provided to Ramp by the Administrators or the User, as applicable; provided that any required Notice of any material change to or amendment of the Agreement under Section 13.4 (Changes to the Agreement) below will be provided to an Administrator. Company is responsible for coordination of all communication with Ramp and represents and warrants it is entitled to make and receive any communication or Notice on each Company Affiliate’s behalf.
As Ramp’s products and business evolve, Ramp may update the Services and will make commercially reasonable efforts to Notify Company in advance if an update will result in a material reduction to the capabilities of Services on which Company relies. Notices and User Notifications may also include alerts about Services, Cards, Charges or other kinds of transactions and may provide Administrators and Users the ability to respond with information about Company’s Ramp Account. Administrators and Users may elect not to receive certain Notices or User Notifications through Company’s Ramp Account, but this will limit the use of certain Services and Company acknowledges and accepts this may increase financial risks to Company.
Ramp will request additional consent to send Administrators and Users SMS messages where required. Text and SMS messages are governed by the terms of the Text and SMS Addendum. Administrators and Users are responsible for all costs imposed by Internet or mobile service providers for sending or receiving Notices electronically. Company acknowledges that Company is solely responsible for ensuring that no Notices are blocked or delayed by any spam filter or otherwise.
It is Company’s responsibility to ensure that the contact information, including any email addresses, associated with Company’s Ramp Account remain current. Company shall Notify Ramp immediately if Company is or believes it is having problems receiving Notices.
Except as may be otherwise specified in the Agreement, notices from Company to Ramp will be provided via the Services by contacting Ramp through the Services, with a copy sent concurrently by email to legal@ramp.com. Each notice will be deemed to be effective on the first Business Day following the day that Company provides such notice as provided in this Section.
6. Limitation of Liability
Permanent link: 6. Limitation of Liability
6.1 Default Limitation
Permanent link: 6.1 Default Limitation
a. SUBJECT TO SECTION 6.1(C) BELOW, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RAMP IS NOT LIABLE TO COMPANY FOR CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS, DAMAGE ATTRIBUTABLE TO REPUTATIONAL HARM, PHYSICAL INJURY OR PROPERTY DAMAGE, OR LOST REVENUE ARISING FROM OR RELATED TO THE AGREEMENT OR TO THE SERVICES OR CARDS, INCLUDING COMPANY OR A COMPANY AFFILIATE’S USE OF OR INABILITY TO USE SERVICES OR CARDS, WHETHER OR NOT RAMP WAS ADVISED OF THEIR POSSIBILITY BY COMPANY OR THIRD PARTIES.
b. SUBJECT TO SECTIONS 6.1(A) AND 6.1(C), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RAMP’S AGGREGATE LIABILITY TO COMPANY UNDER THE AGREEMENT FOR ALL CLAIMS IS LIMITED TO THE GREATER OF (I) THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY COMPANY TO RAMP IN THE THREE MONTHS PRECEDING THE EVENT THAT IS THE BASIS OF COMPANY’S CLAIM OR (II) $10,000. THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH COMPANY’S CLAIM IS BASED.
c. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT SHALL NOT APPLY IN RESPECT OF ANY LIABILITY INCURRED BY ANY PARTY ARISING OUT OF: (I) THAT PARTY’S OWN FRAUD, FRAUDULENT MISREPRESENTATION, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT; AND (II) DEATH OR PERSONAL INJURY RESULTING FROM THAT PARTY’S OWN NEGLIGENCE.
6.2 Limitation of Liability for Subscription Services.
Permanent link: 6.2 Limitation of Liability for Subscription Services.
This Section 6.2 only applies to the extent Company subscribes to Subscription Services. To the extent Company subscribes to Subscription Services, this Section 6.2 will replace the Limitation of Liability set forth in Section 6 of the Agreement.
a. EXCEPT FOR INTENTIONAL MISCONDUCT, GROSS NEGLIGENCE, AND A PARTY’S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY IS LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUE, REPUTATIONAL HARM, PHYSICAL INJURY, OR PROPERTY DAMAGE, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY BY THE OTHER PARTY OR THIRD PARTIES. EXCEPT AS SET FORTH IN SECTION 6.2(B) BELOW AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY UNDER THE AGREEMENT FOR ALL CLAIMS AND RAMP’S INDEMNIFICATION OBLIGATIONS IS LIMITED TO THE GREATER OF (I) THE TOTAL AMOUNT OF SUBSCRIPTION FEES ACTUALLY PAID BY COMPANY TO RAMP IN THE THREE MONTHS PRECEDING THE EVENT THAT IS THE BASIS OF THE CLAIM, OR (II) $50,000. THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED.
b. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN SECTION 6.2(A) ABOVE WILL NOT APPLY TO COMPANY’S INDEMNIFICATION OBLIGATIONS AND OBLIGATIONS TO PAY ANY FEES, CHARGES, PAYMENTS AND OTHER AMOUNTS OF ANY KIND OWED IN CONNECTION WITH THE AGREEMENT, USE OF THE SERVICES OR COMPANY’S RAMP ACCOUNT, INCLUDING THOSE INCURRED BY ITS AFFILIATES, ADMINISTRATORS, AND USERS.
c. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN SECTION 6.2(A) ABOVE SHALL NOT APPLY IN RESPECT OF ANY LIABILITY INCURRED BY ANY PARTY ARISING OUT OF: (I) THAT PARTY’S OWN FRAUD, FRAUDULENT MISREPRESENTATION, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT; AND (II) DEATH OR PERSONAL INJURY RESULTING FROM THAT PARTY’S OWN NEGLIGENCE.
7. Representations and Warranties
Permanent link: 7. Representations and Warranties
a. In addition to other representations and warranties provided by Company in the Agreement, Company represents and warrants that (i) Company and each Company Affiliate is and will continuously throughout the term of the Agreement be duly organized and in good standing under the laws of its jurisdiction of incorporation; (ii) each Administrator has requisite organizational power and authority to conduct business on and manage Company's Ramp Account in all respects, including, without limitation, consenting to the Agreement and any Supplemental Terms, and any amendments, updates, or replacements thereto, delegating access or authority to other Users, and connecting and authorizing debits from Linked Accounts, and Company is responsible and liable for each and every action taken by any Administrator that relates to the Agreement, Supplemental Terms, the Services, any Card, or any Third-Party Services; (iii) it is not opening or using its Ramp Account for consumer purposes; (iv) Company, Company Affiliates, and Users will not engage in activities prohibited by the Agreement or any other agreement with Ramp or a third party and will comply with all applicable laws, regulations and Payment Network rules; and (v) all Company Data provided to Ramp is and shall remain complete, accurate, and current, Company will update such Company Data immediately whenever it changes, and Company has all necessary rights, consents, and authorizations to make Company Data available to Ramp for the purposes contemplated hereunder.
b. Only to the extent Company subscribes to Subscription Services: Ramp represents and warrants the following throughout the Subscription Term that (i) it is and will continuously be duly organized and in good standing under the laws of its jurisdiction of incorporation; (ii) the features of the Subscription Services Company purchases will perform in material conformity with the Agreement and applicable documentation made available by Ramp through support.ramp.com or a successor site (as updated from time to time); (iii) it will not knowingly violate laws applicable to its business when providing the Subscription Services; and (iv) it has the right, power, and authority to enter into the Agreement.
8. Disclaimer of Warranties and Conditions by Ramp
Permanent link: 8. Disclaimer of Warranties and Conditions by Ramp
a. ALL SERVICES AND RAMP PROPERTY ARE PROVIDED TO COMPANY AS IS AND AS AVAILABLE. NOT ALL SERVICES MAY BE AVAILABLE OR OFFERED TO COMPANY. EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED ABOVE IN SECTION 7(B), TO THE MAXIMUM EXTENT PERMITTED BY LAW RAMP DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, CONDITIONS, AND REPRESENTATIONS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. COMPANY ACKNOWLEDGES THAT NO RAMP PERSONNEL ARE AUTHORIZED TO PROVIDE ANY SUCH WARRANTY, CONDITION, OR REPRESENTATION. To the maximum extent permitted by law, in case of a breach of Section 7(b) above, Ramp, as its sole and exclusive liability for such breach and as Company’s sole and exclusive remedy therefore, will use commercially reasonable efforts to fix and re-provision the applicable Subscription Services.
b. THIRD-PARTY SERVICES ARE NOT PROVIDED, CONTROLLED, RECOMMENDED, OR ENDORSED BY RAMP. RAMP DOES NOT PROVIDE SUPPORT FOR AND DISCLAIMS ALL LIABILITY ARISING FROM FAILURES OR LOSSES CAUSED BY OR RELATING TO THIRD-PARTY SERVICES. IF A THIRD-PARTY SERVICE IS CONNECTED TO OR USED WITH COMPANY’S RAMP ACCOUNT, COMPANY DATA MAY BE ACCESSED AND RECEIVED BY RAMP AND SHARED WITH THE THIRD-PARTY SERVICE PROVIDER. RAMP IS NOT RESPONSIBLE FOR THE THIRD-PARTY SERVICE PROVIDER’S USE, DISCLOSURE, MODIFICATION, OR DELETION OF COMPANY DATA.
c. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, RAMP DOES NOT GUARANTEE: (I) SERVICES OR DATA PROVIDED UNDER THE AGREEMENT WILL BE ACCURATE AND ERROR-FREE; (II) SERVICES WILL MEET COMPANY’S SPECIFIC NEEDS OR REQUIREMENTS; (III) SERVICES WILL BE USABLE BY COMPANY, COMPANY AFFILIATES, ADMINISTRATORS, OR USERS AT ANY PARTICULAR TIME OR LOCATION; (IV) SPECIFIC MERCHANTS HAVE PROVIDED CORRECT PAYMENT INFORMATION OR WILL PERMIT PURCHASES USING CARDS ISSUED BY A FINANCIAL INSTITUTION PARTNER; AND (V) SERVICES WILL BE SECURE OR FREE FROM HACKING, VIRUSES, OR MALICIOUS CODE. COMPANY ACKNOWLEDGES THAT THE SERVICES USE ARTIFICIAL INTELLIGENCE AND MAY GENERATE INACCURATE, INCOMPLETE, OR MISLEADING OUTPUTS; COMPANY IS RESPONSIBLE FOR APPROPRIATELY CONFIGURING AUTOMATED FEATURES AND FOR ALL DECISIONS COMPANY MAKES BASED ON USE OF THE SERVICES. FURTHER, RAMP IS NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR USE OF COMPANY’S RAMP ACCOUNT RESULTING FROM ACTS OR OMISSIONS OF COMPANY RELATED TO COMPANY’S FAILURE TO SECURE ITS RAMP ACCOUNT AND ACCESS CREDENTIALS.
d. COMPANY ACKNOWLEDGES THAT RAMP IS NOT A LAW FIRM, ACCOUNTANT, FINANCIAL ADVISOR, OR OTHER PROFESSIONAL SERVICES PROVIDER, AND THE SERVICES DO NOT CONSTITUTE AND MAY NOT BE RELIED ON AS LEGAL, FINANCIAL, BENEFITS, TAX, COMPLIANCE, OR OTHER PROFESSIONAL ADVICE.
9. Indemnification
Permanent link: 9. Indemnification
a. Company agrees to indemnify, defend, and hold harmless Ramp, Financial Institution Partners, and Third-Party Service Providers (including each such entity’s affiliates, directors, employees, contractors, and agents) (collectively, the “Indemnified Group”) from and against any losses, liabilities, damages, claims, costs, fees, charges, penalties, or expenses (including reasonable attorneys' fees) arising out of or relating to third-party claims, proceedings, suits, or actions arising from, related to or involving (i) a Company Affiliate’s, an Administrator’s, or a User’s actual or alleged breach of any legal obligation owed to Ramp or others, including obligations arising out of the Agreement; (ii) amounts owed by Company to third parties; (iii) acts or omissions of Administrators, Users, or other Company or Company Affiliate employees or agents in connection with use of the Services, the Cards, or any Third-Party Services; and (iv) disputes over Charges or other payments between Company or a Company Affiliate and payees. Ramp may choose to defend any claim subject to indemnification hereunder, using counsel of its choice, and Company will pay or promptly reimburse Ramp for the reasonable fees of such counsel and all related costs and reasonable expenses and otherwise remains responsible for its indemnification obligations.
b. Only if and to the extent Company subscribes to Subscription Services, Ramp agrees to indemnify, defend, and hold harmless Company, its Company Affiliates, its and each such Company Affiliate’s employees and contractors (each a “Company Indemnitee”) from and against any losses, liabilities, damages, claims, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to claims, proceedings, suits, or actions brought by or initiated against Company or any of the other Company Indemnitees by any third party based on a claim that the Subscription Services as provided by Ramp to Company directly infringe any patent or copyright of such third party; provided that such indemnification obligations shall not apply to any damages to the extent they arise from or relate to (i) combination of the Subscription Services with information, services, materials, or products not supplied by Ramp; (ii) any modification of the Subscription Services which is made by or on behalf of Company; (iii) any claims related to actual or alleged intellectual property infringement by or from Generated Content, or (iv) any use of the Subscription Services other than as expressly permitted under the Agreement.
c. Company must promptly notify Ramp of each claim for which Company is seeking indemnification under Section 9(b) above. Ramp will have sole control and authority to defend the claim, provided (i) Company may participate in the defense and settlement of the claim with counsel of its own choosing at its own expense; and (ii) Ramp will not enter into any settlement that imposes any obligation on Company (other than the payment of money) without Company’s consent, which may not be withheld unreasonably. Company will reasonably cooperate at Ramp’s expense in connection with the claim.
d. THESE SECTIONS 9(B) AND 9(C) STATE RAMP’S SOLE AND EXCLUSIVE OBLIGATIONS, AND COMPANY’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.
10. Governing Law
Permanent link: 10. Governing Law
The Agreement, and any dispute or controversy arising from or related to it, will be governed by, and construed and enforced in accordance with the laws of the State of New York, without reference to any choice-of-law or conflict-of-law provisions of any jurisdiction, except as otherwise provided in Section 11 (Dispute Resolution and Arbitration) below with respect to the Federal Arbitration Act.
11. Dispute Resolution and Arbitration
Permanent link: 11. Dispute Resolution and Arbitration
Ramp wants to address Company’s concerns without the need for a formal legal dispute. Before filing any claim against the other (whether in court or arbitration), Company and Ramp agree to try to first resolve the Dispute informally. To initiate such informal Dispute resolution, the party seeking to have its claim resolved (“Notifying Party”) will notify the other party (“Notified Party”) of the actual or potential Dispute (“Notice of Dispute”). If Company is the Notifying Party, Company will notify Ramp by email addressed to legal@ramp.com. If Ramp is the Notifying Party, Ramp will provide Notice to Company as set out in the Agreement. The Notifying Party will include in its Notice of Dispute the name of each party, the Notifying Party's contact information for any communications relating to such Dispute, and sufficient details regarding such Dispute to enable the Notified Party to understand the basis of and evaluate the concerns raised. If the Notified Party responds to the Notifying Party within ten (10) Business Days after receiving the Notice of Dispute that it is ready and willing to engage in good faith discussions to informally resolve the Dispute, then each party shall promptly participate in such discussions in good faith.
If, notwithstanding the Notifying Party's compliance with all of its obligations under the preceding paragraph, a Dispute is not resolved within thirty (30) days after the Notice of Dispute is sent (or if the Notified Party fails to timely respond as provided above), the Notifying Party may initiate a proceeding with respect to the subject Dispute as described below.
Subject to the foregoing provisions regarding informal dispute resolution, each party to the Agreement agrees that any past, present, or future Dispute, including those arising under or relating to breach of the Agreement, or any other transaction or matter involving Company and Ramp, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, shall be settled by arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (“Rules”), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof, unless the Dispute is subject to the “Arbitration Exceptions” below.
If either party brings an action or otherwise commences any proceeding in any court or administrative agency involving, with respect to, or relating to such a Dispute (other than for an Arbitration Exception), such court or agency shall (i) stay such action or proceeding pending arbitration thereof; and (ii) award the party seeking such stay all of its costs and expenses (including reasonable attorneys’ fees) incurred in connection with such action or proceeding. Further, if either party to the Agreement purports to initiate arbitration with respect to any Dispute without first providing an applicable Notice of Dispute and otherwise complying with all of its obligations under the Agreement relating to the informal resolution of such Dispute, then, notwithstanding any other provision of the Agreement, the arbitrator(s) will promptly dismiss the claim(s) that is the subject of such Dispute and will award the other party all of its costs and expenses (including, without limitation, reasonable attorneys' fees) incurred in connection with such Dispute.
Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. The single arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA's roster of arbitrators. If the parties are unable to agree upon an arbitrator within fourteen (14) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules. The arbitrator(s) shall be authorized to award any remedies, including injunctive relief, that would be available in an individual lawsuit, subject to any effective and enforceable limitations of liability or exclusions of remedies set forth herein. Notwithstanding any language to the contrary in this paragraph, if a party seeks injunctive relief that would significantly impact other Ramp customers or users as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators. Each party shall select one arbitrator, and the two party-selected arbitrators shall select the third, who shall serve as chair of the arbitral panel. That chairperson shall be a retired judge or an attorney licensed to practice law and with experience arbitrating or mediating disputes. In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this Section shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may -- if selected by either party or as the chair by the two party-selected arbitrators -- participate in the arbitral panel. Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential.
The arbitration will be held in English in New York County, New York, or, if Company or Ramp so elect, all proceedings can be conducted via videoconference, telephonically, or via other remote electronic means. If the value of the relief sought in arbitration is $100,000 or less, Company or Ramp may elect to have the arbitration based solely on written submissions, which election shall be binding, subject to the discretion of the arbitrator(s) to require an in-person hearing. Any such election by the petitioner must be made in or concurrently with the applicable Demand for Arbitration and any such election by the respondent must be made in or concurrently with the applicable answer.
Filing costs and administrative fees shall be paid in accordance with the AAA Rules; provided that the prevailing party will be entitled to recover its reasonable attorneys' fees, expert witness fees, and out-of-pocket costs incurred in connection with the arbitration proceeding, in addition to any other relief it may be awarded. All provisions of the Agreement that relate to arbitration shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in the Agreement.
Notwithstanding anything to the contrary in the Rules, the arbitration of any Dispute shall proceed on an individual basis and not as a class, group, or representative action (collectively, a “Class Action”). Further, neither Company nor Ramp may bring a claim as a part of a collective, coordinated, consolidated, or mass arbitration (each, a "Collective Arbitration"). Without limiting the generality of the foregoing, a claim to resolve any Dispute against Ramp will be deemed a Collective Arbitration if (i) two (2) or more similar claims for arbitration are filed concurrently by or on behalf of one or more claimants; and (ii) counsel for the claimants are the same, share fees, or coordinate across the arbitrations. "Concurrently" for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time.
To the maximum extent permitted by applicable law, neither Company nor Ramp shall be entitled to consolidate, join, or coordinate Disputes subject to arbitration hereunder with any disputes or claims by or against other individuals or entities, or to arbitrate any Dispute in a representative capacity, including as a representative member of a class or in a private attorney general capacity. In connection with any Dispute that is subject to arbitration hereunder, any and all such rights are hereby expressly and unconditionally waived. Without limiting the foregoing, any challenge to the validity of this paragraph shall be determined exclusively by the arbitrator.
Notwithstanding anything to the contrary herein, Company and Ramp each retain the right to bring either (i) an individual action in small claims court; or (ii) an individual debt collection action (the “Arbitration Exceptions”), even if the underlying Dispute is otherwise subject to arbitration hereunder. Either action may be brought in any court having jurisdiction. Additionally, if Company breaches any obligation to pay any amount owed to Ramp when due, Ramp retains the right to set off, collect, or debit the amount owed as outlined in Sections 2.2 (Set Off and Collections) and 2.3 (Authorization to Debit Linked Accounts) above.
Except as otherwise required by applicable law or provided in the Agreement, if the agreement to arbitrate is found not to apply to Company or Company’s Dispute, a judicial proceeding may only be brought in a court of competent jurisdiction in New York County, New York. Both Company and Ramp irrevocably consent to venue and personal jurisdiction there for any Dispute; provided that either party may bring any action to confirm an arbitral award in any court having jurisdiction.
The existence of and all information regarding any Dispute that is subject to arbitration hereunder will be held in strict confidence by Company and Ramp and will not be disclosed by either party hereto except as reasonably necessary in connection with the conduct of the arbitration or the confirmation or enforcement of any arbitral award. Any such permitted disclosure will, to the maximum extent reasonably practicable, be made subject to obligations of confidentiality at least as stringent as the provisions of this paragraph. If any disclosure of information regarding any such Dispute is required under applicable law, the parties shall reasonably cooperate with one another to obtain protective orders or otherwise to preserve the confidentiality of such information.
12. Confidential Information
Permanent link: 12. Confidential Information
12.1 Restrictions on Use
Permanent link: 12.1 Restrictions on Use
In connection with the Agreement, a party may receive (“Recipient”) Confidential Information from the other party (“Discloser”). Except as allowed in Section 12.2 of this Agreement, Recipient shall hold Discloser’s Confidential Information in confidence and shall not disclose any such Confidential Information to any third party, other than (i) to its employees, contractors, service providers, advisors, and affiliates who need to know such Confidential Information and who are bound by confidentiality restrictions comparable to and no less restrictive than those set forth herein; and (ii) as expressly set forth in the Agreement and/or Privacy Policy. To protect Discloser’s Confidential Information, Recipient shall take at least the same degree of care that it uses to protect its own confidential information of a similar nature and importance (but in no event less than reasonable care).
12.2. Exceptions
Permanent link: 12.2. Exceptions
Recipient may disclose Discloser’s Confidential Information: (i) to the extent required by applicable law or regulation; (ii) pursuant to a subpoena or order of a court or regulatory, self-regulatory, or legislative body of competent jurisdiction; (iii) in connection with any regulatory report, audit, or inquiry; (iv) where requested by a Financial Institution Partner; or (v) as permitted under the Agreement or required for the provision of Services.
13. Miscellaneous
Permanent link: 13. Miscellaneous
13.1 Legal Process
Permanent link: 13.1 Legal Process
Ramp may respond to and comply with any legal order Ramp receives related to Company’s Ramp Account or use of the Services, including subpoenas, warrants, or liens. Ramp is not responsible to Company for any losses Company incurs due to Ramp’s response to such legal order. Ramp may take any actions Ramp believes are required of Ramp under legal orders including holding funds or providing information as required by the issuer of the legal order. Where permitted, Ramp will provide Company reasonable Notice that Ramp has received such an order.
13.2. Assignment
Permanent link: 13.2. Assignment
Ramp may assign, pledge, delegate, or otherwise transfer the Agreement or its rights, powers, remedies, obligations, and duties of performance under the Agreement. Any such assignee will have all rights as if originally named in the Agreement instead of Ramp. Because of underwriting, regulatory, and Financial Institution Partner requirements, including KYC compliance, Company may not assign the Agreement or any rights hereunder, or delegate any of Company’s obligations or duties of performance, without Ramp's express written consent.
13.3. Headings and Interpretation
Permanent link: 13.3. Headings and Interpretation
Except where otherwise specified, all references to sections or provisions refer to this Platform Agreement or the applicable incorporated terms. The phrases including, for example, or such as do not limit the generality of the preceding provision; the word or will be read to mean either... or... or any combination of the preceding items; and provisions listing items and using and require all listed items.
13.4. Changes to the Agreement
Permanent link: 13.4. Changes to the Agreement
Ramp may modify the Agreement, including by deleting, modifying, or adding provisions to this Platform Agreement or the Ramp Terms, by posting an amended version. The amended version will be effective at the time Ramp posts it, unless otherwise noted. If such modifications constitute a material change to the Agreement, Ramp will provide Company with reasonable prior Notice before the modifications become effective as to Company; provided, however, the modified Agreement may take effect immediately in exigent circumstances, including where required to comply with applicable law, regulation, or Payment Network rules or to avoid or mitigate any material risk, loss, or damage. If Company does not accept any such modification, Company must cancel its Ramp Account. If Company provides electronic acceptance of the modifications or continues to use the Services or Cards after any modification takes effect, Company will be deemed to have consented to the revised Agreement.
Alternatively, and notwithstanding the foregoing, Ramp may (but has no obligation to) provide in any such Notice of any modification to the Agreement that such modification will take effect only upon affirmative acceptance thereof by Company via email, the Services, or another means of communicating such consent as described in such Notice. In that event, Ramp may terminate Company’s Ramp Account and any further right to use any Services or Card upon Notice if Company does not timely accept the proposed modification in accordance with the method described in the Notice.
Any waiver, modification, or indulgence that Ramp provides to Company, of any kind or at any time, applies only to the specific instance involved and will not act as a general waiver or a waiver, modification, or indulgence under the Agreement for any other or future acts, events, or conditions. Further, any delay by a party in enforcing its rights under the Agreement does not constitute forfeiture of such rights.
To the extent any modification to the Agreement results in inconsistent numbering or referencing of sections herein or in a written Order Form, then such numbering or referencing of sections shall, for the purpose of interpreting this Agreement in connection with the modification, be deemed modified as necessary to affect the original intent of the parties as closely as possible.
13.5. Entire Agreement; Severability
Permanent link: 13.5. Entire Agreement; Severability
The Agreement (including any terms or policies incorporated herein) constitutes the entire understanding between Company and Ramp regarding the subject matter of the Agreement and supersedes all prior or contemporaneous proposals, agreements, or understandings, written or oral, and including any non-disclosure or confidentiality agreements, regarding that subject. Without limiting the generality of the foregoing, if Company previously entered into a Ramp SaaS Agreement (the “Prior Agreement”) to obtain Services, this Platform Agreement supersedes and replaces the Prior Agreement for all such Services; provided, however, that Order Forms (including their commercial terms) entered into under the Prior Agreement and unused service credits accrued under the Prior Agreement remain in effect for continuing SaaS Services and, from the Effective Date, are governed by this Agreement. No other agreements, representations, or warranties other than those provided in the Agreement will be binding unless in writing and signed by Company and Ramp. If any provision of the Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
14. Additional Terms for Subscription Services.
Permanent link: 14. Additional Terms for Subscription Services.
14.1. Purchase Through a Reseller.
Permanent link: 14.1. Purchase Through a Reseller.
If Company subscribes to Subscription Services in any way that requires payment of Fees to a third party authorized by Ramp to collect such payments from Company (“Reseller”), and notwithstanding anything set forth otherwise in the Agreement:
a. In addition to Company’s compliance with the Agreement, Company’s right to access and use the Subscription Services is subject to the terms and conditions of Company’s written agreement with the Reseller (the “Reseller Agreement”), including Company’s obligation to timely pay Fees to the Reseller; and to the extent of any conflicts, the terms and conditions of Section 1.3(b) are superseded and replaced by the applicable terms of Company’s Reseller Agreement.
b. Any refund, payment, and credit which Ramp may or must provide to Company in accordance with the terms of the Agreement will be provided by Ramp to Reseller and Company acknowledges and agrees that it must seek such refunds, payments, and credits solely from Reseller. Furthermore, Company’s right to terminate or cancel its Subscription Services is solely as set forth in the Reseller Agreement, provided that nothing herein shall be interpreted as permitting Reseller to offer terms inconsistent with the Agreement.
c. If the Reseller ceases at any time to be an authorized Reseller, including for a failure to pay Ramp for any Subscription Services made available to Company, Company’s continued use of Subscription Services may be conditioned upon Company executing a written agreement for such Subscription Services directly with Ramp, and paying the outstanding Fees, if any, that Reseller did not remit to Ramp on Company’s behalf. Resellers are not authorized to modify the Agreement, or make any promises or commitments on Ramp’s behalf, and Ramp is not bound by any obligations to Company other than as set forth in the Agreement. Ramp may, without liability to Company, temporarily suspend or terminate delivery of Subscription Services to Company upon Notice based on the written direction of Reseller or for any failure to be paid for Subscription Services, including by the Reseller.
d. Company shall promptly notify Ramp in writing if Company terminates or severs its relationship with Reseller, or if Reseller ceases providing Reseller or related services to Company ("Reseller Termination"). Such notice shall be provided no later than five (5) business days following the date of Reseller Termination.
e. Upon a Reseller Termination, Company represents and warrants that it will be solely responsible for the timely payment of any and all amounts owed and incurred up to and following the Reseller Termination date to the extent Reseller did not remit such Fees to Ramp on Company’s behalf, and pursuant to Section 2.1 of the Agreement. Company further authorizes Ramp, without further notice or consent, to debit such unpaid amounts directly from any Linked Account, pursuant to Section 1.3(b)(ii) above. Company agrees to maintain sufficient funds in its Linked Account to satisfy these obligations promptly upon Reseller Termination.
14.2. Multi-Entity Terms.
Permanent link: 14.2. Multi-Entity Terms.
If Company uses Multi-entity Services to add approved legal entities to its Ramp Account, the following terms apply:
a. Company represents, warrants and covenants: (i) it has entered into and will maintain valid intercompany or other written agreements with each Business Entity to centrally manage the Business Entity's financial operations; (ii) Company has full legal authority and all necessary rights for each action it takes on behalf of a Business Entity through its Ramp Account, including connecting Linked Accounts held by Business Entities, submitting payment instructions, and executing transactions from all Linked Accounts; and (iii) if Company seeks to establish any embedded financial or payment accounts held by a Business Entity (each, an “Embedded Account”), Company will ensure that an authorized representative of the Business Entity enters into all required terms and conditions on behalf of the Business Entity.
b. Company is the sole accountholder for its Ramp Account. In addition, unless a Business Entity separately applies for and receives confirmation an Embedded Account has been established in the Business Entity’s name, Company is also the sole accountholder for all Embedded Accounts established through its Ramp Account.
c. Company retains full responsibility for compliance with the Agreement and all obligations and liabilities in connection with its Ramp Account, including any financial obligations relating to transactions conducted through the Ramp Account. Company irrevocably and unconditionally guarantees the full and prompt payment and performance of all legal and financial obligations applicable to or incurred by a Business Entity in connection with its Ramp Account.
d. Company shall provide Ramp with all requested information and supporting documentation regarding Business Entities, including but not limited to business and beneficial owner and control person information. Company agrees to immediately notify Ramp in writing of any changes that may affect compliance with this Section.
e. Ramp reserves the right to limit, condition, or deny each Business Entity's access to Company's Ramp Account in its sole discretion.
15. Additional Terms for Early Access Services
Permanent link: 15. Additional Terms for Early Access Services
15.1. Early Access Services.
Permanent link: 15.1. Early Access Services.
If Company opts into Ramp’s program for certain Ramp Services that may be labelled as “Early Access”, “Ramp Labs”, “alpha”, “beta”, “preview”, “experiment”, or “pre-release” (collectively “Early Access Services”), the following additional terms apply to such Early Access Services:
a. Company agrees to receive all Early Access Services and may not receive, and Ramp is not agreeing to provide, any additional notice or otherwise identify Early Access Services before provisioning for Company’s Ramp Account.
b. Company agrees to provide Ramp with Feedback about its experience.
c. Company acknowledges and agrees that the form, nature, and availability of Early Access Services may change from time to time in Ramp’s sole discretion and without prior notice to Company. At any time, Ramp may limit or terminate Company's access to Early Access Services. Company acknowledges that Early Access Services may be unstable and subject to frequent, substantial interruptions and to erroneous output and operation. Company agrees not to use any Early Access Services for any mission critical or other important functions without taking appropriate precautions to prevent loss or damage resulting from such use.
d. Non-public information about Early Access Services made available to Company, whether in oral or written form, is Confidential Information of Ramp. Company will not use or disclose such information, in whole or in part, except as necessary to test and use the Early Access Services as authorized in the Agreement.
e. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WITHOUT LIMITING ANY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH ELSEWHERE IN THE AGREEMENT, COMPANY AGREES THAT EARLY ACCESS SERVICES: (I) ARE NOT COMPLETE IN DEVELOPMENT AND HAVE NOT BEEN GENERALLY RELEASED FOR SALE BY RAMP; (II) MAY NOT BE FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, DESIGN FLAWS, OR OTHER PROBLEMS, INCLUDING PROBLEMS THAT MAY ADVERSELY IMPACT THE OPERATION OF COMPANY’S INFRASTRUCTURE OR SERVICES PROVIDED BY RAMP OR ANOTHER PARTY; (III) MAY NOT HAVE BEEN FULLY EVALUATED FOR REGULATORY COMPLIANCE AND MAY NOT MEET ALL REQUIREMENTS FOR TRANSMITTING, STORING, CREATING, OR OTHERWISE PROCESSING FINANCIAL OR PERSONAL DATA; (IV) WHEN USED, MAY RESULT IN UNEXPECTED RESULTS, LOSS OF COMPANY DATA, OR OTHER UNPREDICTABLE DAMAGE OR LOSS; AND (V) ARE PROVIDED ENTIRELY "AS IS" AND AS AVAILABLE, EXCLUSIVE OF ANY WARRANTY OR CONDITION WHATSOEVER.
f. IN NO EVENT WILL RAMP BE LIABLE TO COMPANY OR ANY OTHER PARTY FOR DAMAGES OF ANY KIND ARISING OUT OF EARLY ACCESS SERVICES, WHETHER RESULTING FROM A TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, WARRANTY, OR OTHER FORM OF ACTION, AND INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, AND EVEN IF COMPANY HAS ADVISED RAMP OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES AGREE THAT (I) THE FOREGOING LIMITATION OF LIABILITY IS MATERIAL TO THIS SECTION AND RAMP'S AGREEMENT TO PROVIDE COMPANY WITH EARLY ACCESS SERVICES, AND (II) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RAMP'S TOTAL LIABILITY WITH RESPECT TO EARLY ACCESS SERVICES AND THIS SECTION SHALL NOT EXCEED $1,000.
g. Notwithstanding the foregoing, all of Company’s indemnification obligations set forth in the Agreement that apply to the Services shall also apply to the Early Access Services.
16. Additional Terms for Integrations
Permanent link: 16. Additional Terms for Integrations
16.1. Integrations.
Permanent link: 16.1. Integrations.
If Company activates or uses an integration ("Integration"), including Integrations developed by Ramp to connect the Services with productivity applications such as Google Workspace or Microsoft O365 (“Productivity Applications”), or including Integrations with enterprise resource planning providers, the following additional terms apply to such Integrations:
a. Company is connecting the Services to Third-Party Services provided by Third-Party Service Providers. The Third-Party Service Provider may require the creation and use of an account and agreement to additional terms and conditions. Company is solely responsible for complying with, and will comply with, any terms and conditions applicable to access and use Third-Party Services through an Integration, and represents and warrants that any use of Integrations will not cause Company or Ramp to violate applicable law, regulation, or third-party rights.
b. Company authorizes Ramp to use the Integration to access, sync, collect, and process data, information and documentation ("Data") on an ongoing and recurring basis. Data may include, as applicable to the Integration, information about Company’s receipts, invoices, business, transactions, communications, approvals, operations, finances, expenses, personnel, contracts, vendors, enterprise resource planning system data, events, calendar information, email details, and other categories accessible through the Integration. With respect to Personal Data accessed through Integrations, Ramp will limit collection to Personal Data reasonably necessary for the provision of the Services. Personal Data accessible through Integrations will be processed in accordance with Ramp’s DPA, unless Ramp is a Controller.
c. Company understands and agrees that Ramp may use Data accessed through an Integration for purposes permitted under the Agreement and to the extent permitted under applicable law, including identity verification and underwriting, establishment and adjustment of spend limits, risk management, fraud prevention, and evaluating or offering additional Ramp products or features.
d. For Integrations with Productivity Applications, Company represents and warrants that (a) Company has the right to manage permissions for its Productivity Applications, and will only deploy Integrations on work accounts within its domain that are owned by Company and are associated with Users; (b) prior to Integration, Company will (i) obtain consent from, and provide clear and conspicuous notice and choice to, Users, and (ii) implement and adhere to appropriate Company technology and privacy policies; and (c) Company will not enable or use an Integration in a jurisdiction without ensuring its operations are lawful in that jurisdiction.
e. Ramp may present Company with additional in-product disclosures or requests for confirmation related to an Integration, and Company’s continued use or re-authorization of the Integration constitutes its agreement to such updates to the Integration.
f. TO THE FULLEST EXTENT PERMITTED BY LAW, INTEGRATIONS ARE PROVIDED "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE," AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, AND COMPANY BEARS ALL RISK OF CONNECTING A THIRD-PARTY SERVICE VIA AN INTEGRATION. COMPANY ACKNOWLEDGES AND AGREES THAT: (I) COMPANY IS SOLELY RESPONSIBLE FOR ALL ACCESS AND USE OF THIRD-PARTY SERVICES THROUGH AN INTEGRATION; (II) RAMP IS NOT RESPONSIBLE FOR THIRD-PARTY SERVICES AND DOES NOT GUARANTEE INTEGRATIONS WILL BE ACCESSIBLE, SECURE, AND FUNCTION WITHOUT ERROR; (III) COMPANY IS GRANTING RAMP ACCESS TO DATA ASSOCIATED WITH ITS THIRD-PARTY SERVICE ACCOUNT THROUGH THE INTEGRATION; AND (IV) AT ANY TIME, RAMP MAY CEASE SUPPORTING AN INTEGRATION.
17. Defined Terms
Permanent link: 17. Defined Terms
Capitalized terms in the Agreement are defined as follows:
Administrator means any User designated by Company as an administrator of Company's Ramp Account.
Agreement means, collectively, the Platform Agreement and all Ramp Terms applicable to the Services Company requests or receives access to, and any other executed agreement, including an Order Form, between the parties.
Business Entity means a Company Affiliate or other legal entity (i) whose financial operations are centrally managed by Company pursuant to a documented legal relationship, and (ii) that has satisfied any additional conditions imposed by Ramp and its Financial Institution Partners.
Card Networks means the payment card networks, including Visa.
Card Terms means the cardholder agreement between Company and the applicable Financial Institution Partner for use of Cards.
Cards means physical or virtual payment cards issued by a Financial Institution Partner and managed through Company’s Ramp Account.
Charge means a payment for goods or services made using a Card to a merchant that accepts payments on the applicable Card Network.
Chargeback means a reversal of a Charge under Payment Network rules following a dispute that Company initiates.
Company means the company that is applying for or has opened a Ramp Account.
Company Affiliate means an affiliated legal entity of Company that (i) is controlled by or under common control with Company; (ii) Company has expressly authorized to access and use Company’s Ramp Account; and (iii) has satisfied any additional conditions imposed by Ramp or its Financial Institution Partners for access to Services.
Company Data means information or documentation (including Personal Data) provided by or on behalf of Company or a Company Affiliate to Ramp to apply for and through use of the Services.
Confidential Information means non-public information in any form that is designated as confidential prior to disclosure or should reasonably be understood to be confidential due to the nature of the information disclosed and/or the circumstances surrounding the disclosure, including Company Data, and any non-public portions of the Agreement. Confidential Information shall not include information that: (i) is or becomes publicly available (other than by disclosure by Recipient in violation of the Agreement); (ii) is independently developed by Recipient without use of Discloser’s Confidential Information; or (iii) is rightfully obtained by Recipient from third parties without an obligation of confidentiality.
De-Identified Data means data derived from Company Data or otherwise relating to Company, Company Affiliate, and/or User use of the Services that has been de-identified, aggregated, or anonymized, and to the extent Personal Data is included, in accordance with de-identification, aggregation, or anonymization standards under applicable law.
Dispute means any dispute, claim, or controversy between Company, including those involving any entity or person Company authorizes to access Company’s Ramp Account, and Ramp that arises out of or relates to (i) the Agreement (including any addenda hereto or other terms incorporated herein by reference); (ii) the breach, termination, enforcement, interpretation, or validity hereof, including the determination of the scope or applicability of the agreement to arbitrate hereunder; or (iii) any services Ramp provides to Company (including the Services) or Company’s Ramp Account.
Feedback means all feedback, suggestions, ideas, or requests Company submits or otherwise communicates to Ramp by any means.
Fees means charges Ramp imposes for use of Services or Company’s Ramp Account.
Financial Institution Partner means any bank or other depository institution, payment processor, investment entity, or other regulated or financial services partner entity engaged by Ramp to provide or support embedded payment or financial capabilities in connection with the Services.
Fines means all fines, fees, penalties, or other charges from third parties arising from Company’s breach or violation of the Agreement, any Card Terms, any other agreements Company has with Ramp or a Financial Institution Partner, any law, any regulation, or any Payment Network rules.
Generated Content has the meaning given in Section 1.9.
Intellectual Property Rights means all patents, copyrights, design rights, registered designs, database rights, trade marks, service marks, trade secrets, domain names, rights in know-how and Confidential Information, moral rights and any other intellectual property rights (whether registered or unregistered), all applications for the grant of the same and all rights having equivalent or similar effect anywhere in the world.
Linked Account means any eligible deposit or other similar type of bank account that is held with a financial institution or other account type that provides financial data and is linked to or otherwise authorized for use through Company’s Ramp Account.
Notice and Notify means any communication related to the Agreement that is provided to Company in accordance with Section 5 (Notice and User Notifications) above. For the avoidance of doubt, a User Notification shall constitute Notice to Company if a copy thereof is sent by Ramp to an Administrator in accordance with Section 5 (Notice and User Notifications) above.
Order Form means a written order document or online order specifying the purchase or activation of one or more Service.
Payment Network means each applicable Card Network, NACHA, and any other domestic or international payment networks supported by Ramp or Ramp’s Financial Institution Partners.
Payment Services means Services that enable bill pay, reimbursements, and related non-Card payment functionality.
Periodic Statement means the periodic statements identifying Charges, Fees, reimbursements, or other amounts charged to Company’s Ramp Account in connection with use of Cards or other Services, as well as any refunds, Chargebacks, payments, or other amounts credited to Company’s Ramp Account in connection with use of Cards, during each billing cycle.
Personal Data means any information Processed in connection with this Agreement that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular Data Subject or household.
Platform Agreement means this Ramp Platform Agreement, as amended.
Prohibited Activities List means the list of prohibited business types and activities posted in the Ramp Terms (as updated from time to time) that may render Company ineligible for a Ramp Account.
Product Schedule means the schedule found at https://ramp.com/legal/customer-terms/services-terms/product-schedule containing additional product-specific terms applicable to the SaaS Services, which form part of the Agreement.
Ramp means the Ramp entity specified below for the jurisdiction in which Company is domiciled, unless otherwise stated, including in a Regional Schedule or other Ramp Terms.
Company’s jurisdiction
Ramp entity
United States of America
Ramp Business Corporation
Canada
Ramp Business Canada Corporation
United Kingdom
Ramp Platform UK Ltd.
European Economic Area
Ramp Platform Europe Ltd
Ramp Account means Company’s corporate account with Ramp that is used to access Services via app.ramp.com or other Ramp Property, including reviewing expenses and managing Cards.
Ramp Data means all data, including metadata and usage data, generated, collected, or logged by Ramp through the development or provision of Services or Cards, or the connection of Third-Party Services, including De-Identified Data.
Ramp Property means the Services and related technology, including applications providing Users with access to the Services; Ramp Data; and copyrights, patents, trade secrets, trade or service marks, brands, logos, and other Intellectual Property Rights in or relating to any of the foregoing.
Ramp Terms means the agreements, terms, addenda, schedules and supplements that are incorporated herein by reference and are (i) posted at ramp.com/legal↗ (or a successor URL); or (ii) agreed to in writing by and between Ramp and Company and/or a Company Affiliate, including electronically via the Services. Ramp Terms do not include the Card Terms or other Supplemental Terms by and between Company and a Financial Institution Partner.
SaaS Services mean certain software-as-a-service products, features, and related support services available to Company, as identified in the Product Schedule.
Services means the expense and corporate Card management services and all other services provided by Ramp to business customers, as well as any support services Ramp provides. For the avoidance of doubt, Third-Party Services are not part of the Services. To the extent Company subscribes to Subscription Services, Services includes Subscription Services.
Supplemental Terms means additional terms or policies that Ramp, a Third-Party Service Provider, or a Financial Institution Partner may require in connection with access and use of certain Services.
Third-Party Service Provider means any provider of any Third-Party Service.
Third-Party Services means technology, services, and data provided by parties other than Ramp and integrated with or accessible through the Services or Company’s Ramp Account. Third-Party Services may (but will not necessarily) include: integrated Company services or applications (such as accounting platforms and productivity tools) and third party applications accessed or enabled through Services (such as bank account linking and travel or Rewards services). Each example is noted without limitation.
United States Entities means companies organized and registered in the United States (such as C-corps, S-corps, LLCs, or LLPs).
User Notifications means communications from Ramp to Users, as described in Section 5 (Notice and User Notifications) above.
User Terms means the terms of service presented by or through Ramp to each potential User, which may consist of multiple agreements posted at ramp.com/legal↗.
Users means any employees, contractors, agents, Advisors, or other individuals who are designated as users of the Services by Company.
Regional Schedules
Permanent link: Regional Schedules
The following schedules ("Regional Schedules") form part of and are incorporated into the Platform Agreement. The Regional Schedules apply for the countries or regions below and amend the Platform Agreement as set out below. If there is a conflict between the Platform Agreement and a Regional Schedule, the Regional Schedule shall prevail.
United Kingdom Regional Schedule
Permanent link: United Kingdom Regional Schedule
This United Kingdom Regional Schedule to the Ramp Platform Agreement (this "Regional Schedule") applies where Company is domiciled in the United Kingdom, and supplements and amends the Platform Agreement as applied to Company. For all purposes of the Platform Agreement, "Ramp" means Ramp Platform UK Ltd., and each reference to "Ramp" in the Platform Agreement, Ramp Terms, or any Order Form, is deemed to refer to Ramp Platform UK Ltd., unless otherwise stated.
For the avoidance of doubt, this Regional Schedule does not apply to an approved legal entity added to Company’s Ramp Account for the purposes of Section 14.2 (Multi-Entity Terms) unless otherwise specified by any Addendum or document to which such approved legal entity has agreed to be bound.
The following text at the beginning of the Platform Agreement is deleted in its entirety:
The Agreement requires Company to arbitrate any disputes arising out of or relating to the Agreement in an individual arbitration and not a class arbitration. Company acknowledges and understands that by accepting the Agreement, Company waives any right to a trial by jury in connection with any claim arising out of or relating to the Agreement. Additionally, Company acknowledges and understands that by accepting the Agreement, Company waives any right to participate in any type of class action or class proceeding relating to the Agreement, including a class arbitration. See Section 11 (Dispute Resolution and Arbitration) below.
Section 1.2 (Important Information About Procedures For Opening a New Account) is amended by the insertion of the following sentence:
Ramp Platform UK Ltd. is also registered with the FCA for the purposes of the Money Laundering Regulations 2017 (as amended) and, in accordance with its obligations pursuant thereto, is required to perform certain know your customer checks ("KYC") upon all prospective Ramp customers.
Section 1.9(d)(i) is deleted in its entirety and replaced with the following:
(i) it hereby assigns (by way of present and future assignment), or shall procure the assignment, to the other party (or, where the other party is Ramp, to Ramp’s designated affiliate) absolutely with full title guarantee (or such title as it holds with limited title guarantee) all right, title and interest (present and future) in such Intellectual Property Rights together with all rights of action accrued in relation thereto;
Section 3 (Payment Services) is amended by the insertion of the following sentence at the end of the paragraph beginning “Outside the United States of America”:
Ramp Platform UK Ltd. will arrange for Payment Services to be provided by applicable Financial Institution Partners.
Section 6 of the Platform Agreement is amended, solely with respect to the liability caps set forth therein, by replacing all references to "$" (US dollars) with "£" (pounds sterling) at the same numerical amounts. All other terms of Section 6 remain in full force and effect.
Section 7(iii) of the Platform Agreement is amended by the insertion of the words “and does not classify itself and would not be classified as a consumer, micro or small enterprise under any laws and regulations applicable to the provision of the Services in any jurisdiction in which it will receive the Services” after the words “for consumer purposes”.
Section 9(a) of the Platform Agreement is supplemented by adding the following:
For the purposes of the Contracts (Rights of Third Parties) Act 1999, each member of the Indemnified Group who is not a party to this Agreement may, in its own right, enforce the terms of this indemnity in accordance with the provisions of this clause, subject always to the terms and conditions of this Agreement.
Section 10 of the Platform Agreement is deleted in its entirety and replaced with the following:
The Agreement, and any dispute or controversy arising from or related to it, will be governed by, and construed and enforced in accordance with the laws of England and Wales, without reference to any choice-of-law or conflict-of-law provisions of any jurisdiction.
Section 11 of the Platform Agreement is deleted in its entirety and replaced with the following:
Ramp wants to address Company's concerns without the need for a formal legal dispute. Before filing any claim against the other (whether in court or arbitration), Company and Ramp agree to try to first resolve the Dispute informally. To initiate such informal Dispute resolution, the party seeking to have its claim resolved ("Notifying Party") will notify the other party ("Notified Party") of the actual or potential Dispute ("Notice of Dispute"). If Company is the Notifying Party, Company will notify Ramp by email addressed to legal@ramp.com. If Ramp is the Notifying Party, Ramp will provide Notice to Company as set out in the Agreement. The Notifying Party will include in its Notice of Dispute the name of each party, the Notifying Party's contact information for any communications relating to such Dispute, and sufficient details regarding such Dispute to enable the Notified Party to understand the basis of and evaluate the concerns raised. If the Notified Party responds to the Notifying Party within ten (10) Business Days after receiving the Notice of Dispute that it is ready and willing to engage in good faith discussions to informally resolve the Dispute, then each party shall promptly participate in such discussions in good faith.
If, notwithstanding the Notifying Party's compliance with all of its obligations under the preceding paragraph, a Dispute is not resolved within thirty (30) days after the Notice of Dispute is sent (or if the Notified Party fails to timely respond as provided above), the Notifying Party may initiate proceedings with respect to the subject Dispute as described below.
Subject to the foregoing provisions regarding informal dispute resolution, each party to the Agreement agrees that any past, present, or future Dispute shall be finally and exclusively settled by binding arbitration administered by the International Chamber of Commerce ("ICC") under the ICC Rules of Arbitration ("ICC Rules"). Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof, unless the Dispute is the subject of proceedings commenced in accordance with the "Arbitration Exceptions" (as defined below).
If either party brings any action or otherwise commences any proceedings in any court or administrative agency involving, with respect to, or relating to such a Dispute (other than proceedings commenced in accordance with the "Arbitration Exceptions" (as defined below)), such court or agency shall (i) stay such action or proceedings pending arbitration thereof; and (ii) award the party against whom the action or proceedings are brought all of its costs and expenses (including reasonable legal fees) incurred in connection with defending such action or proceedings. Further, if either party to the Agreement purports to initiate arbitration with respect to any Dispute without first providing an applicable Notice of Dispute and otherwise complying with all of its obligations under the Agreement relating to the informal resolution of such Dispute, then, notwithstanding any other provision of the Agreement, the arbitrator(s) will promptly dismiss the claim(s) that is the subject of such Dispute and will award the other party all of its costs and expenses (including, without limitation, reasonable legal fees) incurred in connection with such Dispute.
Arbitration will proceed on an individual basis and will be handled by a sole arbitrator appointed in accordance with the ICC Rules. If the parties are unable to agree upon an arbitrator within fourteen (14) days of receipt of the Request for Arbitration, then the ICC will appoint the arbitrator in accordance with the ICC Rules.
Except as and to the extent otherwise may be required by law, the arbitration proceedings and any award shall be confidential.
The arbitration will be held in English and seated in London, United Kingdom. If Company or Ramp so agree, all proceedings can be conducted via videoconference, by telephone, or via other remote electronic means. If the value of the relief sought in arbitration is GBP 100,000 or less, Company or Ramp may elect to have the arbitration based solely on written submissions, which election shall be binding, subject to the discretion of the arbitrator(s) to require an in-person hearing. Any such election by the claimant must be made in or concurrently with its Request for Arbitration and any such election by the respondent must be made in or concurrently with its Answer to the Request.
Filing costs and administrative fees shall be paid in accordance with the ICC Rules, provided that the prevailing party will be entitled to recover its reasonable legal fees, expert witness fees, and out-of-pocket costs incurred in connection with the arbitration proceedings, in addition to any other relief it may be awarded.
Notwithstanding anything to the contrary herein, Company and Ramp each retain the right to bring individual proceedings in respect of either: (1) a Dispute not exceeding GBP 100,000 in total value; or (2) debt claims (the "Arbitration Exceptions"), even if the underlying Dispute is otherwise subject to arbitration hereunder. Either action may be brought in any court having jurisdiction.
Except as otherwise required by applicable law or provided in the Agreement, if the agreement to arbitrate is found not to apply to Company or Company's Dispute, a judicial proceeding may only be brought in a court of competent jurisdiction in England and Wales. Both Company and Ramp irrevocably consent to submit to jurisdiction there for any Dispute; provided that either party may bring any action to confirm an arbitral award in any court having jurisdiction.
The existence of and all information regarding any Dispute that is subject to arbitration hereunder will be held in strict confidence by Company and Ramp and will not be disclosed by either party hereto except as reasonably necessary in connection with the conduct of the arbitration or the confirmation or enforcement of any arbitral award. Any such permitted disclosure will, to the maximum extent reasonably practicable, be made subject to obligations of confidentiality at least as stringent as the provisions of this paragraph. If any disclosure of information regarding any such Dispute is required under applicable law, the parties shall reasonably cooperate with one another to obtain protective orders or otherwise to preserve the confidentiality of such information.
For the avoidance of doubt, this arbitration shall be governed by and construed in accordance with the laws of England and Wales.
The following new Section 13.7 is inserted into the Platform Agreement:
The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and accordingly nothing in it shall be directly or indirectly enforceable by any third party, nor is it intended to confer a benefit on any third party, save that (where so expressed) this Agreement shall operate for the benefit of (and be enforceable by) Ramp's affiliates, Financial Institution Partners and Third-Party Service Providers.
The defined terms in Section 17 shall be supplemented as follows:
Gross negligence means a serious disregard for, or an indifference to, an obvious risk.
Europe Regional Schedule
Permanent link: Europe Regional Schedule
This Europe Regional Schedule to the Ramp Platform Agreement (this "Regional Schedule") applies where Company is domiciled in the European Economic Area and supplements and amends the Platform Agreement as applied to Company. For all purposes of the Platform Agreement, "Ramp" means Ramp Platform Europe Ltd., and each reference to "Ramp" in the Platform Agreement, Ramp Terms, or any Order Form, is deemed to refer to Ramp Platform Europe Ltd., unless otherwise stated.
For the avoidance of doubt, this Regional Schedule does not apply to an approved legal entity added to Company’s Ramp Account for the purposes of Section 14.2 (Multi-Entity Terms) unless otherwise specified by any Addendum or document to which such approved legal entity has agreed to be bound.
The following text at the beginning of the Platform Agreement is deleted in its entirety:
The Agreement requires Company to arbitrate any disputes arising out of or relating to the Agreement in an individual arbitration and not a class arbitration. Company acknowledges and understands that by accepting the Agreement, Company waives any right to a trial by jury in connection with any claim arising out of or relating to the Agreement. Additionally, Company acknowledges and understands that by accepting the Agreement, Company waives any right to participate in any type of class action or class proceeding relating to the Agreement, including a class arbitration. See Section 11 (Dispute Resolution and Arbitration) below.
Section 1.3b.(iii) of the Platform Agreement is amended as follows:
(iii) If any Subscription Fees are not received by Ramp on the applicable payment date, then without limiting Ramp’s other rights or remedies, those Subscription Fees may accrue late interest at the rate of 8% per year above the then current main refinancing rate of the European Central Bank, but at 8% per year for any period when that main refinancing rate is below 0%, or the maximum rate permitted by law, whichever is lower.
Section 1.9(d)(i) is deleted in its entirety and replaced with the following:
(i) it hereby assigns (by way of present and future assignment), or shall procure the assignment, to the other party (or, where the other party is Ramp, to Ramp’s designated affiliate) absolutely with full title guarantee (or such title as it holds with limited title guarantee) all right, title and interest (present and future) in such Intellectual Property Rights together with all rights of action accrued in relation thereto;
Section 6 of the Platform Agreement is amended, solely with respect to the liability caps set forth therein, by replacing all references to "$" (US dollars) with "€" (euros) at the same numerical amounts. All other terms of Section 6 remain in full force and effect.
Section 7(iii) of the Platform Agreement is amended by the insertion of the words “and does not classify itself and would not be classified as a consumer, micro or small enterprise under any laws and regulations applicable to the provision of the Services in any jurisdiction in which it will receive the Services” after the words “for consumer purposes”.
Section 10 of the Platform Agreement is deleted in its entirety and replaced with the following:
10. Governing Law
The Agreement, and any dispute or controversy arising from or related to it, will be governed by, and construed and enforced in accordance with the laws of the Republic of Ireland, without reference to any choice-of-law or conflict-of-law provisions of any other jurisdiction.
Section 11 of the Platform Agreement is deleted in its entirety and replaced with the following:
11. Dispute Resolution and Arbitration
Ramp wants to address Company’s concerns without the need for a formal legal dispute. Before filing any claim against the other (whether in court or arbitration), Company and Ramp agree to try to first resolve the dispute informally. To initiate such informal Dispute resolution, the party seeking to have its claim resolved (“Notifying Party”) will notify the other party (“Notified Party”) of the actual or potential Dispute (“Notice of Dispute”). If Company is the Notifying Party, Company will notify Ramp by email addressed to legal@ramp.com. If Ramp is the Notifying Party, Ramp will provide Notice to Company as set out in the Agreement. The Notifying Party will include in its Notice of Dispute the name of each party, the Notifying Party’s contact information for any communications relating to such Dispute, and sufficient details regarding such Dispute to enable the Notified Party to understand the basis of and evaluate the concerns raised. If the Notified Party responds to the Notifying Party within ten (10) Business Days after receiving the Notice of Dispute that it is ready and willing to engage in good faith discussions to informally resolve the Dispute, then each party shall promptly participate in such discussions in good faith.
If, notwithstanding the Notifying Party’s compliance with all of its obligations under the preceding paragraph, a Dispute is not resolved within thirty (30) days after the Notice of Dispute is sent (or if the Notified Party fails to timely respond as provided above) the Notifying Party may initiate a proceeding with respect to the subject Dispute as described below.
Subject to the foregoing provisions regarding informal dispute resolution and to the exceptions to arbitration agreed hereunder, each party to the Agreement agrees that any past, present, or future Dispute, including those arising under or relating to breach of the Agreement, or any other transaction or matter involving Company and Ramp, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, shall be settled by arbitration. Such arbitration shall be conducted in accordance with the All-Ireland Arbitration Rules 2020, adopted by the Chartered Institute of Arbitrators, Ireland Branch (“Irish Arbitration Rules”). The Arbitral Tribunal (as defined in such Rules) shall consist of a single arbitrator.
If either party brings an action or otherwise commences any proceeding in any court or administrative agency involving, with respect to, or relating to such a Dispute, such court or agency shall (i) stay such action or proceeding pending arbitration thereof; and (ii) award the party seeking such stay all of its costs and expenses (including reasonable attorneys’ fees) incurred in connection with such action or proceeding.
Further, if either party to the Agreement purports to initiate arbitration with respect to any Dispute without first providing an applicable Notice of Dispute and otherwise complying with all of its obligations under the Agreement relating to the informal resolution of such Dispute, then, notwithstanding any other provision of the Agreement, the arbitrator(s) will promptly dismiss the claim(s) that is the subject of such Dispute and will award the other party all of its costs and expenses (including, without limitation, reasonable attorneys' fees) incurred in connection with such Dispute.
Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. Rule 10 of the Irish Arbitration Rules relating to parallel third-party arbitrations and consolidated/concurrent hearings shall not apply. For the avoidance of doubt, no class arbitration proceedings shall be permitted.
The single arbitrator will be either a retired judge or a legal practitioner licensed to practice law in an EU jurisdiction relevant to the subject matter of the dispute and will be selected by the parties by agreement. If the parties are unable to agree upon an arbitrator within fourteen (14) days of delivery of the notice initiating arbitration, then the arbitrator will be appointed in accordance with the Irish Arbitration Rules.
The arbitrator shall be authorized to award any remedies that would be available in an individual lawsuit, subject to any effective and enforceable limitations of liability or exclusions of remedies set forth herein. Notwithstanding any language to the contrary in this paragraph, if a party seeks interim relief that would significantly impact other Ramp customers or users as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators. Each party shall select one arbitrator, and the two party-selected arbitrators shall select the third, who shall serve as chair of the arbitral panel. That chairperson shall be a retired judge or a legal practitioner licensed to practice law in an EU jurisdiction relevant to the subject matter of the dispute and with experience arbitrating or mediating disputes. In default of agreement between the two party-selected arbitrators on the identity of the chair, such person shall be appointed in accordance with the Irish Arbitration Rules.
In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this Section shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may -- if selected by either party or as the chair by the two party-selected arbitrators -- participate in the arbitral panel.
Except as and to the extent otherwise required by law, the arbitration proceeding and any award shall be confidential.
The arbitration will be held in English and the seat of the arbitration shall be in Dublin, Ireland. Hearings may be conducted in any EU location and in any manner (including via videoconference) that may be most convenient to the parties and the Arbitral Tribunal as determined by the arbitrator(s).
Notwithstanding anything to the contrary herein, Ramp retains the right to bring an individual debt collection action against Company under the Agreement, even if the underlying Dispute is otherwise subject to arbitration hereunder. Additionally, if Company breaches any obligation to pay any amount owed to Ramp when due, Ramp retains the right to set off, collect, or debit the amount owed as outlined in Sections 2.2 (Set Off and Collections) and 2.3 (Authorization to Debit Linked Accounts) above.
Subject always to the provisions of this Agreement relating to informal dispute resolution and arbitration, the courts of Ireland shall have exclusive jurisdiction to determine all disputes arising out of or relating to this Agreement.
The following new Sections 13.6, 13.7, and 13.8 are inserted into the Platform Agreement after Section 13.5:
13.6 Third Party Beneficiaries
a. This Agreement includes certain express rights, benefits and remedies (together, the "Beneficiary Rights") for third parties, including Financial Institution Partners, Third-Party Service Providers, and Ramp’s affiliates (the "Third Party Beneficiaries") but in each case, not obligations. For the avoidance of doubt, "Third Party Beneficiaries" shall not include any affiliates, service providers, or partners of the Company. In respect of the Beneficiary Rights only: (i) Ramp enters into the Agreement on its own behalf and as agent and/or trustee for the applicable Third Party Beneficiaries; and (ii) Ramp shall be entitled to enforce and/or pursue any claim for and on behalf of any one or more of the Third Party Beneficiaries (each a "Beneficiary Claim").
b. The claims for any losses suffered by Third Party Beneficiaries arising under or in connection with this Agreement, to the extent permitted by law, shall be deemed to be losses suffered by Ramp. Ramp shall be entitled to claim the same directly against the Company as if the losses were their own on behalf of the respective Third Party Beneficiary. Any such losses shall not be deemed to be consequential or indirect or special merely as a result of being suffered by the respective Third Party Beneficiary.
13.7 Acknowledgment of Good Commercial Practice and Fair Dealing
Company acknowledges and confirms that it considers the data-related terms of this Agreement (including those concerning access, use, liability, and remedies) to be in accordance with good commercial practice and to reflect the principles of good faith and fair dealing. For the avoidance of doubt, and to the maximum extent permitted by applicable law, no additional obligation of good faith is implied in this Agreement.
13.8 Switching Rights
a. If and to the extent that one or more of the Services fall within the scope of Chapter VI of the Data Act and Company wishes to initiate the process, in respect of exportable data and digital assets (as defined by the Data Act and falling within the scope of Chapter VI thereof) of Switching one or more of such Services (each such Service to be Switched, an “Affected Service”, and such exportable data and digital assets related solely to the Affected Service, the “Switching Data”) to a third-party service of the same type or porting Switching Data to On-Premises ICT Infrastructure (“Switching Process”) or a request to delete Switching Data without Switching (“Erasure Process”), Company must provide written notice to Ramp at least two (2) months in advance of the target Switch date (the “Notice Period”). Such notice must include a description of the Switching Data subject to the Switching Process or Erasure Process, its intended destination (if the Switching Process is selected) and the desired timeline for the process, together with any other information reasonably requested by Ramp.
b. Once the Notice Period has expired, the Switching Process shall be completed within thirty (30) days. Ramp and Company shall comply with the Platform Agreement until the Switching Process is successfully completed or the Notice Period for an Erasure Process has expired.
c. If Ramp determines that completion of the Switching Process within thirty (30) days is technically unfeasible, Ramp shall notify Company within fourteen (14) working days of receipt of the notice under Section 13.8a. In such an event, Ramp will provide the technical reasons for the delay and specify an alternative timeframe (the "Switching Period"). This alternative period shall not exceed seven (7) months from the date Ramp received the initial notice under Section 13.8a.
d. Company may extend the Switching Period once for a period that Company reasonably considers more appropriate for its own purposes upon written notice to Ramp.
e. During the Switching Process, Ramp shall comply with the obligations set out in Article 25(2)(a)(i) to (iv) of the Data Act and shall reasonably support the Company’s exit strategy relevant to the Services. Ramp shall not be liable for any breach of the Platform Agreement (or any other agreement) to the extent such breach is caused by the Switching Process.
f. Company (i) shall provide Ramp with all information, assistance and support required for the Switching Process; (ii) shall use all reasonable endeavours to achieve successful Switching; (iii) is responsible for the import, implementation and configuration of Company Data into (as applicable) Company systems or into the systems of Company’s new third party service provider; (iv) is solely responsible for ensuring that it has all necessary rights and permissions for Switching and porting customer Personal Data, including with respect to any third parties who may be impacted; and (v) shall notify Ramp on completion of the Switching Process.
g. Company may access Switching Data to retrieve it for a period of thirty (30) days following the expiry of the Switching Period or Notice Period (the “Retrieval Period”). After the expiry of the Retrieval Period, Ramp shall erase all Switching Data, subject to applicable laws and successful completion of the Switching Process.
h. Upon successful completion of the Switching Process, or expiry of the Notice Period for an Erasure Process: (i) if one or more Services remain activated following the Switching Process, this Agreement will be considered terminated solely with respect to the Affected Service, and (ii), if no remaining Services remain activated following the Switching Process, this Agreement will automatically terminate. Following such termination, Ramp will provide written notice of such termination to Company.. Company and Ramp will comply with the Platform Agreement until termination.
The defined terms in Section 17 shall be supplemented as follows:
Data Act means Regulation (EU) 2023/2854.
Gross negligence means a serious disregard for, or an indifference to, an obvious risk.
On-Premises ICT Infrastructure has the meaning given in Article 2 of the Data Act.
Switching has the meaning given in Article 2 of the Data Act.
Canada Regional Schedule
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This Canada Regional Schedule to the Ramp Platform Agreement (this "Regional Schedule") applies where Company is domiciled in Canada and supplements and amends the Platform Agreement as applied to Company. For all purposes of the Platform Agreement, “Ramp” means Ramp Business Canada Corporation, and each reference to “Ramp” in the Platform Agreement, Ramp Terms, or any Order Form is deemed to refer to Ramp Business Canada Corporation, unless otherwise stated.
Section 1.3(iii) of the Platform Agreement is deleted in its entirety and replaced with the following:
(iii) Subscription Fees are non-cancelable and non-refundable. Company must cancel automatic renewal in accordance with Section 4(c) below to avoid Subscription Fees for the next billing cycle. If any Subscription Fees are not received by Ramp on the applicable payment date, then without limiting Ramp's other rights or remedies, those Subscription Fees may accrue late interest at the rate of 1.5% of the outstanding balance per month (18% per annum), or the maximum rate permitted by law, whichever is lower. The Subscription Fees are supplemental to, and do not supersede any, transaction, currency conversion, or other Fees or amounts owed for Services, including those accessible through or in connection with the Subscription Services.
Section 1.12 (Feedback) of the Platform Agreement is supplemented with the following:
1.12 Feedback
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For greater certainty, the license granted in this Section does not apply to any Personal Data that may be contained in Feedback. Any Personal Data included in Feedback will be processed solely in accordance with Ramp's Privacy Policy and the DPA, and subject to applicable Canadian privacy legislation.
Section 5 (Notice and User Notifications) of the Platform Agreement is supplemented with the following:
With respect to Canadian users, Ramp will comply with Canada's Anti-Spam Legislation ("CASL") in connection with any User Notifications that constitute commercial electronic messages.
Section 6 of the Platform Agreement is amended, solely with respect to the liability caps set forth therein, by replacing all references to “$” (US dollars) with “$” (Canadian dollars) at the same numerical amounts. All other terms of Section 6 remain in full force and effect.
Section 10 (Governing Law) of the Platform Agreement is deleted in its entirety and replaced with the following:
10 Governing Law
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The Agreement, and any dispute or controversy arising from or related to it, will be governed by, and construed and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to any choice-of-law or conflict-of-law provisions of any jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
Section 11 (Dispute Resolution and Arbitration) of the Platform Agreement is deleted in its entirety and replaced with the following:
11 Dispute Resolution and Arbitration
Permanent link: 11 Dispute Resolution and Arbitration
Ramp wants to address Company's concerns without the need for a formal legal dispute. Before filing any claim against the other (whether in court or arbitration), Company and Ramp agree to try to first resolve the Dispute informally. To initiate such informal Dispute resolution, the party seeking to have its claim resolved ("Notifying Party") will notify the other party ("Notified Party") of the actual or potential Dispute ("Notice of Dispute"). If Company is the Notifying Party, Company will notify Ramp by email addressed to legal@ramp.com. If Ramp is the Notifying Party, Ramp will provide Notice to Company as set out in the Agreement. The Notifying Party will include in its Notice of Dispute the name of each party, the Notifying Party's contact information for any communications relating to such Dispute, and sufficient details regarding such Dispute to enable the Notified Party to understand the basis of and evaluate the concerns raised. If the Notified Party responds to the Notifying Party within ten (10) Business Days after receiving the Notice of Dispute that it is ready and willing to engage in good faith discussions to informally resolve the Dispute, then each party shall promptly participate in such discussions in good faith.
If, notwithstanding the Notifying Party's compliance with all of its obligations under the preceding paragraph, a Dispute is not resolved within thirty (30) days after the Notice of Dispute is sent (or if the Notified Party fails to timely respond as provided above), the Notifying Party may initiate a proceeding with respect to the subject Dispute as described below.
Subject to the foregoing provisions regarding informal dispute resolution, each party to the Agreement agrees that any past, present, or future Dispute, including those arising under or relating to breach of the Agreement, or any other transaction or matter involving Company and Ramp, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, shall be settled by arbitration administered by the ADR Institute of Canada ("ADRIC") under its Arbitration Rules ("Rules"), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof, unless the Dispute is subject to the "Arbitration Exceptions" below.
If either party brings an action or otherwise commences any proceeding in any court or administrative agency involving, with respect to, or relating to such a Dispute (other than for an Arbitration Exception), such court or agency shall (i) stay such action or proceeding pending arbitration thereof; and (ii) award the party seeking such stay all of its costs and expenses (including reasonable attorneys' fees) incurred in connection with such action or proceeding. Further, if either party to the Agreement purports to initiate arbitration with respect to any Dispute without first providing an applicable Notice of Dispute and otherwise complying with all of its obligations under the Agreement relating to the informal resolution of such Dispute, then, notwithstanding any other provision of the Agreement, the arbitrator(s) will promptly dismiss the claim(s) that is the subject of such Dispute and will award the other party all of its costs and expenses (including, without limitation, reasonable attorneys' fees) incurred in connection with such Dispute.
Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. If the parties are unable to agree upon an arbitrator within fourteen (14) days of delivery of the Demand for Arbitration, then the ADRIC will appoint the arbitrator in accordance with the ADRIC Rules. The arbitrator(s) shall be authorized to award any remedies, including injunctive relief, that would be available in an individual lawsuit, subject to any effective and enforceable limitations of liability or exclusions of remedies set forth herein. Notwithstanding any language to the contrary in this paragraph, if a party seeks injunctive relief that would significantly impact other Ramp customers or users as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators. Each party shall select one arbitrator, and the two party-selected arbitrators shall select the third, who shall serve as chair of the arbitral panel. That chairperson shall be a retired judge or an attorney licensed to practice law and with experience arbitrating or mediating disputes. In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this Section shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may -- if selected by either party or as the chair by the two party-selected arbitrators -- participate in the arbitral panel. Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential.
The arbitration will be held in English in the city of Toronto, province of Ontario, or, if Company or Ramp so elect, all proceedings can be conducted via videoconference, telephonically, or via other remote electronic means. If the value of the relief sought in arbitration is CA$100,000 or less, Company or Ramp may elect to have the arbitration based solely on written submissions, which election shall be binding, subject to the discretion of the arbitrator(s) to require an in-person hearing. Any such election by the petitioner must be made in or concurrently with the applicable Demand for Arbitration and any such election by the respondent must be made in or concurrently with the applicable answer.
Filing costs and administrative fees shall be paid in accordance with the ADRIC Rules; provided that the prevailing party will be entitled to recover its reasonable attorneys' fees, expert witness fees, and out-of-pocket costs incurred in connection with the arbitration proceeding, in addition to any other relief it may be awarded. All provisions of the Agreement that relate to arbitration shall be construed under and be subject to the Ontario Arbitration Act, 1991, SO 1991, c 17, notwithstanding any other choice of law set out in the Agreement.
Notwithstanding anything to the contrary in the Rules, the arbitration of any Dispute shall proceed on an individual basis and not as a class, group, or representative action (collectively, a "Class Action"). Further, neither Company nor Ramp may bring a claim as a part of a collective, coordinated, consolidated, or mass arbitration (each, a "Collective Arbitration"). Without limiting the generality of the foregoing, a claim to resolve any Dispute against Ramp will be deemed a Collective Arbitration if (i) two (2) or more similar claims for arbitration are filed concurrently by or on behalf of one or more claimants; and (ii) counsel for the claimants are the same, share fees, or coordinate across the arbitrations. "Concurrently" for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time.
To the maximum extent permitted by applicable law, neither Company nor Ramp shall be entitled to consolidate, join, or coordinate Disputes subject to arbitration hereunder with any disputes or claims by or against other individuals or entities, or to arbitrate any Dispute in a representative capacity, including as a representative member of a class or in a private attorney general capacity. In connection with any Dispute that is subject to arbitration hereunder, any and all such rights are hereby expressly and unconditionally waived. Without limiting the foregoing, any challenge to the validity of this paragraph shall be determined exclusively by the arbitrator.
Notwithstanding anything to the contrary herein, Company and Ramp each retain the right to bring either (i) an individual action in small claims court; or (ii) an individual debt collection action (the "Arbitration Exceptions"), even if the underlying Dispute is otherwise subject to arbitration hereunder. Either action may be brought in any court having jurisdiction.
Additionally, if Company breaches any obligation to pay any amount owed to Ramp when due, Ramp retains the right to set off, collect, or debit the amount owed as outlined in Sections 2.2 (Set Off and Collections) and 2.3 (Authorization to Debit Linked Accounts) above.
Except as otherwise required by applicable law or provided in the Agreement, if the agreement to arbitrate is found not to apply to Company or Company's Dispute, a judicial proceeding may only be brought in a court of competent jurisdiction in the city of Toronto, province of Ontario. Both Company and Ramp irrevocably consent to venue and personal jurisdiction there for any Dispute; provided that either party may bring any action to confirm an arbitral award in any court having jurisdiction.
The existence of and all information regarding any Dispute that is subject to arbitration hereunder will be held in strict confidence by Company and Ramp and will not be disclosed by either party hereto except as reasonably necessary in connection with the conduct of the arbitration or the confirmation or enforcement of any arbitral award. Any such permitted disclosure will, to the maximum extent reasonably practicable, be made subject to obligations of confidentiality at least as stringent as the provisions of this paragraph. If any disclosure of information regarding any such Dispute is required under applicable law, the parties shall reasonably cooperate with one another to obtain protective orders or otherwise to preserve the confidentiality of such information.
The defined terms in Section 17 shall be modified as follows:
"United States Entities means companies organized and registered in the United States (such as C-corps, S-corps, LLCs, or LLPs)." shall be replaced by "Canadian Entities means companies organized and registered in Canada (such as corporations incorporated under federal or provincial law, general partnerships, limited partnerships, or limited liability partnerships)."