| Before | After | ||
|---|---|---|---|
| 6 | Payment Services 4. | 6 | Payment Services International Payments Foreign Exchange 4. |
| 20 | Defined Terms Last Updated: May 4, 2026 This Platform Agreement, together with all applicable Ramp Terms, forms a binding contract between Company and Ramp (the “Agreement”) and governs Company’s use of the Services. | 20 | Defined Terms Regional Schedules United Kingdom Regional Schedule Europe Regional Schedule Last Updated: July 15, 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. |
| 22 | 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. | ||
| 24 | Regional Schedules to the Agreement, including to the Platform Agreement or any Ramp Terms, apply based on the jurisdiction in which Company is domiciled. | ||
| 35 | If Company enables Subscription Services for its Ramp Account, whether online or through a written order document, Company is purchasing the Subscription Services and agrees to pay all specified subscription Fees (“Subscription Fees”) on a monthly basis, unless a different term (e.g., annual) is offered by Ramp and selected by Company (as applicable, Company’s billing period is the “Subscription Term”). | 37 | If Company enables Subscription Services for its Ramp Account, whether online or through a written order document, 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”). |
| 52 | 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interrupted, or Company’s Ramp Account suspended or closed where required Company Data are incomplete, inaccurate, or out of date. d. | 54 | 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. |
| 68 | Company acknowledges that its ACH Authorization in Section 2.3 of the Agreement extends to debits made to effect each payment for Subscription Services hereunder. | 70 | 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. |
| 75 | 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. | 77 | 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. |
| 82 | (vi) Subscription Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). | 84 | (vi) All fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). |
| 84 | Should any payment for the Subscription Services be subject to withholding tax by any government, Company will reimburse Ramp for such withholding tax. 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. | 86 | Should any payment of Fees (including Subscription Fees), Charges, Fines or other amounts by Company for the Subscription Services be subject to withholding tax by any government, Company will reimburse Ramp for such withholding tax. 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. |
| 89 | 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 or use. b. | 91 | 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. |
| 90 | Ramp will maintain appropriate technical, administrative, and physical measures as described in the DPA, designed to safeguard Company Data. 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. | 92 | 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. |
| 97 | 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 (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 by the United States -- including those identified by the United States Office of Foreign Asset 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. | 99 | 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 (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 by 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 Asset 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. |
| 104 | Company grants Ramp a limited license to use Company trademarks or service marks for this purpose. | 106 | Company grants Ramp a limited, non-exclusive, royalty-free license to use Company trademarks or service marks for this purpose. |
| 106 | As between Company and Ramp, Ramp and licensors own all Ramp Property, including all modifications, improvements, enhancements, derivative works, models, or features. | 108 | 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. |
| 108 | Ramp grants Company a nonexclusive and nontransferable license to use Ramp Property as permitted by the Agreement to the extent that Ramp provides it to Company via the Services. | 110 | Ramp grants Company a non-exclusive and non-transferable licence to use Ramp Property as permitted by the Agreement to the extent that Ramp provides it to Company via the Services. |
| 109 | This license terminates upon termination of the Agreement or the closure of Company’s Ramp Account. | 111 | This license terminates automatically without notice to Company upon termination of the Agreement or the closure of Company's Ramp Account. |
| 111 | Company retains all rights, title, and interest in and to Company Data, and Company’s copyrights, patents, and registered trademarks and service marks. | 113 | Company retains all rights, title, and interest in and to Company Data, and Company's copyrights, patents, and registered trademarks and service marks. |
| 112 | Company grants Ramp a nonexclusive, worldwide right 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. | 114 | Company grants Ramp a non-exclusive, royalty-free, worldwide licence 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. |
| 113 | All goodwill accruing from use of Company Trademarks shall inure to the benefit of Company. 1.10. | 115 | All goodwill accruing from use of Company Trademarks shall inure to the benefit of Company. c. |
| 116 | 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 1.9a and 1.9b above, (i) it hereby assigns (by way of present and future assignment), or shall procure the assignment, to the other party 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 1.9c(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 1.9c(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 1.9(c)(i). 1.10. | ||
| 126 | Feedback Company hereby grants Ramp a royalty-free, fully-paid, irrevocable, perpetual, nonexclusive, worldwide, assignable and otherwise transferrable 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. | 129 | 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. |
| 147 | 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 . | ||
| 148 | Additional Payment Networks and rules may apply, depending on the location of Company’s operations and use of the Services. | ||
| 153 | Payment Services Payment Services may be provided by: (a) applicable Financial Institution Partners through Ramp Business Corporation; and/or (b) Ramp Payments Corporation, a licensed money transmitter or its statutory equivalent in applicable U.S. jurisdictions. | 158 | Payment Services Payment Services are made available to Company through Ramp. |
| 154 | The Payments Entity Schedule↗ (as updated from time to time) indicates whether applicable Financial Institution Partners together with Ramp Business Corporation, or Ramp Payments Corporation, is providing Payment Services to Company. | 159 | The specific Ramp entity that contracts with Company, and the party responsible for providing regulated payment services, depends on Company’s domicile. |
| 155 | To the extent Payment Services are provided to Company by Ramp Payments Corporation, the RPC Addendum↗ applies to and governs those Payment Services. | 160 | 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. |
| 156 | For Payment Services that are not provided by Ramp Payments Corporation, the Payments Addendum↗ applies to and governs those elements of the Payment Services. | 161 | Where Ramp Payments Corporation provides Payment Services, the RPC Addendum↗ (and not the Payments Addendum) governs those Payment Services. |
| 157 | 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↗ ↗ . | 162 | For Payment Services that are not provided by Ramp Payments Corporation, the Payments Addendum applies to and governs those elements of the Payment Services. |
| 158 | Ramp may engage Financial Institution Partners (each, an "International Payments Partner") to support international payments submitted through the Payment Services ("International Payments"). | 163 | 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. |
| 164 | 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"). | ||
| 160 | While an International Payments Partner(s) may be Company's service provider for the processing of International Payments, Company may contact Ramp for support through Ramp's standard support channels. | 166 | 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. |
| 162 | In connection with an International Payment, Company may have the ability to convert from one currency into another currency at a specified exchange rate. | 168 | 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. |
| 163 | Exchange rates fluctuate so when Company submits an International Payment request, Company may only receive an initial estimate or range. | 169 | Exchange rates fluctuate; when Company submits an International Payment request, Company may only receive an initial estimate or range of the applicable rate. |
| 165 | A margin is the difference between a reference exchange rate and the actual exchange rate used to convert the payment. 4. | 171 | A margin is the difference between a reference exchange rate and the actual exchange rate used to convert the payment. |
| 172 | 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. | ||
| 168 | 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, or as otherwise set forth in the Agreement. b. | 175 | 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. |
| 171 | In addition to the termination rights provided elsewhere in the Agreement, Ramp may terminate the Agreement without cause at any time by providing Company thirty (30) days Notice. | 178 | In addition to the termination rights provided elsewhere in the Agreement, Ramp may terminate the Agreement without cause at any time by providing Company thirty (30) days’ Notice. |
| 194 | Limitation of Liability 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. | 201 | Limitation of Liability a. |
| 195 | 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 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 $10,000. | 202 | SUBJECT TO SECTION 6(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. |
| 196 | THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH COMPANY’S CLAIM IS BASED. 6.1 Limitation of Liability for Subscription Services. | 203 | SUBJECT TO SECTIONS 6(A) AND 6(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. |
| 204 | THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH COMPANY’S CLAIM IS BASED. c. | ||
| 205 | 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. 6.1 Limitation of Liability for Subscription Services. | ||
| 201 | EXCEPT AS SET FORTH IN SECTION 6.1(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. | 210 | EXCEPT AS SET FORTH IN SECTION 6.1.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. |
| 203 | THE LIMITATIONS SET FORTH IN SECTION 6.1(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. 7. | 212 | THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN SECTION 6.1.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. |
| 213 | THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN SECTION 6.1.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. | ||
| 212 | EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED ABOVE IN SECTION 7(B), RAMP DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY 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. | 222 | 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, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY 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. |
| 214 | 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. | 224 | 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. |
| 225 | 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) from and against any losses, liabilities, damages, claims, costs, 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. | 235 | 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, 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. |
| 227 | 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 U.S. 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; or (iii) any use of the Subscription Services other than as expressly permitted under the Agreement. c. | 237 | 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; or (iii) any use of the Subscription Services other than as expressly permitted under the Agreement. c. |
| 386 | 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. | ||
| 385 | Ramp means Ramp Business Corporation and its affiliates, unless otherwise stated. | 396 | 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. |
| 386 | 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. | 397 | Company’s jurisdiction Ramp entity United States of America or Canada Ramp Business Corporation United Kingdom Ramp Platform UK Ltd. |
| 398 | 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. | ||
| 388 | 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 to any of the foregoing. | 400 | 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. |
| 415 | Regional Schedules Permanent link: Regional Schedules The following schedules ("Regional Schedules") form part of and are incorporated into the Platform Agreement. | ||
| 416 | The Regional Schedules apply for the countries or regions below and amend the Platform Agreement as set out below. | ||
| 417 | If there is a conflict between the Platform Agreement and a Regional Schedule, the Regional Schedule shall prevail. | ||
| 418 | United Kingdom Regional Schedule Permanent link: United Kingdom Regional Schedule This United Kingdom Regional Schedule to the Ramp Platform Agreement (this "Regional Schedule") is entered into between Company and Ramp Platform UK Ltd., a company registered in England and Wales ("RPUK"), and supplements and amends the Platform Agreement as applied to Company. | ||
| 419 | This Regional Schedule applies where Company is domiciled in the United Kingdom. | ||
| 420 | For all purposes of the Platform Agreement, "Ramp" means RPUK, and each reference to "Ramp" in the Platform Agreement, Ramp Terms, or any order document, is deemed to refer to RPUK, unless otherwise stated. | ||
| 421 | 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. | ||
| 422 | 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. | ||
| 423 | 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. | ||
| 424 | 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. | ||
| 425 | See Section 11 (Dispute Resolution and Arbitration) below. | ||
| 426 | 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. | ||
| 427 | Section 1.9(c)(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 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. | ||
| 428 | 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. | ||
| 429 | All other terms of Section 6 remain in full force and effect. | ||
| 430 | 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” . | ||
| 431 | Section 9(a) of the Platform Agreement is supplemented with 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. | ||
| 432 | 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. | ||
| 433 | 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. | ||
| 434 | Before filing any claim against the other (whether in court or arbitration), Company and Ramp agree to try to first resolve the Dispute informally. | ||
| 435 | 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"). | ||
| 436 | If Company is the Notifying Party, Company will notify Ramp by email addressed to legal@ramp.com . | ||
| 437 | If Ramp is the Notifying Party, Ramp will provide Notice to Company as set out in the Agreement. | ||
| 438 | 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. | ||
| 439 | 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. | ||
| 440 | 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. | ||
| 441 | 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"). | ||
| 442 | 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). | ||
| 443 | 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. | ||
| 444 | 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. | ||
| 445 | Arbitration will proceed on an individual basis and will be handled by a sole arbitrator appointed in accordance with the ICC Rules. | ||
| 446 | 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. | ||
| 447 | Except as and to the extent otherwise may be required by law, the arbitration proceedings and any award shall be confidential. | ||
| 448 | The arbitration will be held in English and seated in London, United Kingdom. | ||
| 449 | If Company or Ramp so agree, all proceedings can be conducted via videoconference, by telephone, or via other remote electronic means. | ||
| 450 | 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. | ||
| 451 | 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. | ||
| 452 | 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. | ||
| 453 | 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. | ||
| 454 | Either action may be brought in any court having jurisdiction. | ||
| 455 | 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. | ||
| 456 | 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. | ||
| 457 | 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. | ||
| 458 | 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. | ||
| 459 | 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. | ||
| 460 | For the avoidance of doubt, this arbitration shall be governed by and construed in accordance with the laws of England and Wales. | ||
| 461 | 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. | ||
| 462 | 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. | ||
| 463 | Protection of Trading Interests Legislation means Retained Council Regulation (EC) No 2271/96 of 22 November 1996 (as amended by The Protecting against the Effects of the Extraterritorial Application of Third Country Legislation (Amendment) (EU Exit) Regulations 2020). | ||
| 464 | Europe Regional Schedule Permanent link: Europe Regional Schedule This Europe Regional Schedule to the Ramp Platform Agreement (this "Regional Schedule") is entered into between Company and Ramp Platform Europe Ltd, a company registered in Ireland (“RPEL”), and supplements and amends the Platform Agreement as applied to Company. | ||
| 465 | This Regional Schedule applies where Company is domiciled in the European Economic Area. | ||
| 466 | For all purposes of the Platform Agreement, "Ramp" means RPEL, and each reference to "Ramp" in the Platform Agreement, Ramp Terms, or any order document, is deemed to refer to RPEL, unless otherwise stated. | ||
| 467 | 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. | ||
| 468 | 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. | ||
| 469 | 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. | ||
| 470 | 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. | ||
| 471 | See Section 11 (Dispute Resolution and Arbitration) below. | ||
| 472 | 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. | ||
| 473 | Section 1.9(c)(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 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. | ||
| 474 | All other terms of Section 6 remain in full force and effect. | ||
| 475 | 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” . | ||
| 476 | Section 10 of the Platform Agreement is deleted in its entirety and replaced with the following: 10. | ||
| 477 | 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. | ||
| 478 | Section 11 of the Platform Agreement is deleted in its entirety and replaced with the following: 11. | ||
| 479 | Dispute Resolution and Arbitration Ramp wants to address Company’s concerns without the need for a formal legal dispute. | ||
| 480 | Before filing any claim against the other (whether in court or arbitration), Company and Ramp agree to try to first resolve the dispute informally. | ||
| 481 | 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”). | ||
| 482 | If Company is the Notifying Party, Company will notify Ramp by email addressed to legal@ramp.com . | ||
| 483 | If Ramp is the Notifying Party, Ramp will provide Notice to Company as set out in the Agreement. | ||
| 484 | 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. | ||
| 485 | 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. | ||
| 486 | 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. | ||
| 487 | 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. | ||
| 488 | 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”). | ||
| 489 | The Arbitral Tribunal (as defined in such Rules) shall consist of a single arbitrator. | ||
| 490 | 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. | ||
| 491 | 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. | ||
| 492 | Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. | ||
| 493 | Rule 10 of the Irish Arbitration Rules relating to parallel third-party arbitrations and consolidated/concurrent hearings shall not apply. | ||
| 494 | For the avoidance of doubt, no class arbitration proceedings shall be permitted. | ||
| 495 | 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. | ||
| 496 | 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. | ||
| 497 | 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. | ||
| 498 | 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. | ||
| 499 | 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. | ||
| 500 | 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. | ||
| 501 | 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. | ||
| 502 | 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. | ||
| 503 | 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. | ||
| 504 | Except as and to the extent otherwise required by law, the arbitration proceeding and any award shall be confidential. | ||
| 505 | The arbitration will be held in English and the seat of the arbitration shall be in Dublin, Ireland. | ||
| 506 | 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). | ||
| 507 | 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. | ||
| 508 | 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. | ||
| 509 | 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. | ||
| 510 | 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. | ||
| 511 | 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. | ||
| 512 | For the avoidance of doubt, "Third Party Beneficiaries" shall not include any affiliates, service providers, or partners of the Company. | ||
| 513 | 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. | ||
| 514 | 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. | ||
| 515 | 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. | ||
| 516 | 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. | ||
| 517 | 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. | ||
| 518 | If and to the extent that 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) (“Company Data”) of Switching to a third-party service of the same type or porting Company Data to On-Premises ICT Infrastructure (“Switching Process”) or a request to delete Company 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”). | ||
| 519 | Such notice must include a description of the Company 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. | ||
| 520 | Once the Notice Period has expired, the Switching Process shall be completed within thirty (30) days. | ||
| 521 | 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. | ||
| 522 | 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. | ||
| 523 | In such an event, Ramp will provide the technical reasons for the delay and specify an alternative timeframe (the "Switching Period"). | ||
| 524 | This alternative period shall not exceed seven (7) months from the date Ramp received the initial notice under Section 13.8a. d. | ||
| 525 | 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. | ||
| 526 | 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. | ||
| 527 | 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. | ||
| 528 | 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. | ||
| 529 | Company may access Company Data to retrieve it for a period of thirty (30) days following the expiry of the Switching Period or Notice Period (the “Retrieval Period”). | ||
| 530 | After the expiry of the Retrieval Period, Ramp shall erase all Company Data, subject to applicable laws and successful completion of the Switching Process. h. | ||
| 531 | The Platform Agreement will automatically terminate, and Ramp will provide written notice of such termination to Company, when the Switching Process is successfully completed or the Notice Period for an Erasure Process has expired. | ||
| 532 | Company and Ramp will comply with the Platform Agreement until termination. | ||
| 533 | The defined terms in Section 17 shall be supplemented as follows: Data Act means Regulation (EU) 2023/2854. | ||
| 534 | Gross negligence means a serious disregard for, or an indifference to, an obvious risk. | ||
| 535 | On-Premises ICT Infrastructure has the meaning given in Article 2 of the Data Act. | ||
| 536 | Switching has the meaning given in Article 2 of the Data Act. | ||
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