| Before | After | ||
|---|---|---|---|
| 9 | Limitation of Liability 6.1 Limitation of Liability for Subscription Services. 7. | 9 | Limitation of Liability 6.1 Default Limitation 6.2 Limitation of Liability for Subscription Services. 7. |
| 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. | 20 | Defined Terms Regional Schedules United Kingdom Regional Schedule Europe Regional Schedule Last Updated: July 21, 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. |
| 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. | 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. |
| 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. | 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 1.9(a) and 1.9(b) 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 1.9(c)(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(c)(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(c)(i). 1.10. |
| 121 | Where Ramp acts as a “Data Controller” or “Business” (as each term is defined in the DPA), or similar capacity, Ramp will process Personal Data in accordance with the Privacy Policy . | 121 | 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. |
| 143 | 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 and each Financial Institution Partners’ assigns to: debit Company’s Linked Accounts to process all payments and collect all amounts owed under the Agreement. | 143 | 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. |
| 151 | Company’s Ramp Account will be debited on the next day following issuance of a Periodic Statement that is not a weekend or bank holiday (“Business Day”). | 151 | 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”). |
| 165 | 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). | 165 | 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). |
| 201 | Limitation of Liability a. | 201 | Limitation of Liability 6.1 Default Limitation Permanent link: 6.1 Default Limitation a. |
| 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. | 202 | 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. |
| 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. | 203 | 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. |
| 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. | 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. 6.2 Limitation of Liability for Subscription Services. |
| 206 | Permanent link: 6.1 Limitation of Liability for Subscription Services. | 206 | Permanent link: 6.2 Limitation of Liability for Subscription Services. |
| 207 | This Section 6.1 only applies to the extent Company subscribes to Subscription Services. | 207 | This Section 6.2 only applies to the extent Company subscribes to Subscription Services. |
| 208 | To the extent Company subscribes to Subscription Services, this Section 6.1 will replace the Limitation of Liability set forth in Section 6 of the Agreement. a. | 208 | 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. |
| 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. | 210 | 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. |
| 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. | 212 | 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. |
| 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. | 213 | 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. |
| 217 | 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, including this Addendum. 8. | 217 | 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. |
| 248 | If Company is the Notifying Party, Company will notify Ramp by email addressed to legal@ramp.com ↗. | 248 | If Company is the Notifying Party, Company will notify Ramp by email addressed to legal@ramp.com . |
| 347 | 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 WHATSOEVER. f. | 347 | 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 WHATSOEVER. f. |
| 360 | Personal Data accessible through Integrations will be processed in accordance with Ramp’s DPA and Privacy Policy. c. | 360 | Personal Data accessible through Integrations will be processed in accordance with Ramp’s DPA, unless Ramp is a Controller. c. |
| 387 | 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. | 387 | 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. |
| 392 | 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. | 392 | 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. |
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