| Before | After | ||
|---|---|---|---|
| 0 | Platform Agreement Platform Agreement Last Updated: September 22, 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. | 0 | 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. |
| 1 | By either (a) submitting an application to open a Ramp Account, (b) enabling Subscription Services, whether online or through a written order document, 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. | 1 | 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. |
| 17 | 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"). | 17 | 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"). |
| 19 | For purposes of the Agreement, implementation services billed only once or for a limited time as specified in an applicable order document are also considered to be Subscription Services. c. | 19 | 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. |
| 25 | If Company applies for access to Cards, Company agrees that the Payment Card Addendum governs Card issuing and use. 1.2. Opening a Ramp Account Permanent link: 1.2. Opening a Ramp Account a. | 25 | If Company applies for access to Cards, Company agrees that the Payment Card Addendum governs Card issuing and use. |
| 26 | 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. | ||
| 42 | Disclosure may be provided in the Agreement (including any applicable Ramp Terms or an order document), by Notice, or through the Services. | 43 | Disclosure may be provided in the Agreement (including any applicable Ramp Terms or an Order Form), by Notice, or through the Services. |
| 63 | The terms of an order document executed by Ramp and Company supersede any of the foregoing in this sub-section (v) in the event of a conflict. | 64 | 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. |
| 64 | (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"). | 65 | (vi) Taxes. |
| 65 | Company will be responsible for paying all Taxes associated with its purchases hereunder, except for those taxes based on Ramp's net income. | 66 | (a) Fees exclude all sales, use, goods and services, harmonized sales, value-added, withholding, and similar taxes, levies, duties, and governmental assessments ("Taxes"). |
| 66 | 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. | 67 | Company is responsible for all Taxes associated with its purchases under the Agreement, except taxes based on Ramp's income, property, or employees. |
| 68 | (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. | ||
| 69 | (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. | ||
| 70 | (d) Where applicable law requires Company to self-assess Taxes, including under a reverse charge, Company will do so. | ||
| 71 | (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. | ||
| 80 | 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). d. | 85 | 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. |
| 86 | 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. | ||
| 83 | 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. e. | 89 | 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. |
| 90 | 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. | 96 | 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. |
| 94 | 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. | 100 | 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. |
| 96 | 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. | 102 | 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"). |
| 97 | Data and Privacy Permanent link: 1.10. | 103 | Generated Content itself is not Ramp Data, although technical, usage, and operational records relating to Generated Content may be Ramp Data. |
| 98 | Data and Privacy 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. | 104 | 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. |
| 105 | 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. | ||
| 106 | 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. | ||
| 107 | 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. | ||
| 108 | 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. | ||
| 109 | Data, Privacy, and AI Permanent link: 1.10. | ||
| 110 | 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. | ||
| 100 | 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↗. | 112 | 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"). |
| 103 | Ramp may also include De-Identified Data in both public and private reports. 1.11. | 115 | Ramp may also include De-Identified Data in both public and private reports. |
| 116 | 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. | ||
| 117 | 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. | ||
| 118 | The Services and outputs do not constitute professional advice or replace Company's professional advisors, internal controls, or independent judgment. | ||
| 119 | Company is solely responsible for providing any required disclosures and otherwise complying with applicable laws in connection with Company's use of AI. | ||
| 120 | Additional AI-specific terms may be set forth in an applicable Product Schedule. 1.11. | ||
| 110 | 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. 2. | 127 | 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. |
| 128 | Ramp SaaS Services Permanent link: 1.13. | ||
| 129 | Ramp SaaS Services a. | ||
| 130 | Product Schedules. | ||
| 131 | Ramp may make certain software-as-a-service products, features, and related support services available to Company ("SaaS Services"). | ||
| 132 | 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. | ||
| 133 | Company is bound only by Product Schedules for SaaS Services that Company purchases, activates, accesses, or uses. | ||
| 134 | 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. | ||
| 135 | A SaaS Service may also constitute a Subscription Service or Early Access Service, as applicable. b. | ||
| 136 | Organization-Managed SaaS Accounts and Domain Claims. i. | ||
| 137 | 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"). | ||
| 138 | 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. | ||
| 139 | 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"). | ||
| 140 | Ramp or the Domain Owner will provide applicable notice and instructions. | ||
| 141 | 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. | ||
| 142 | 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. | ||
| 143 | Following a Domain Migration, Company is responsible for all use of the applicable SaaS Service and all associated payment and other obligations. iv. | ||
| 144 | Ramp does not guarantee that all content, settings, history, permissions, or other information will be migrated. | ||
| 145 | 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. | ||
| 146 | A Domain Claim or Domain Migration applies only to SaaS Services identified by Ramp. | ||
| 147 | 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. | ||
| 132 | 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 efforts to provide prior Notice to Company of such determination. | 169 | 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. |
| 181 | Stablecoin Payment Services. | ||
| 182 | Permanent link: Stablecoin Payment Services. | ||
| 183 | 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. | ||
| 184 | 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. | ||
| 215 | 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. | 256 | 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. |
| 217 | 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. | 258 | 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. |
| 286 | To the extent any modification to the Agreement results in inconsistent numbering or referencing of sections herein or in a written order document, 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. | 327 | 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. |
| 328 | 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. | ||
| 349 | 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 document, between the parties. | 391 | 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. |
| 358 | Company Data means information or documentation and Personal Data provided by or on behalf of Company or a Company Affiliate to Ramp to apply for and through use of the Services. | 400 | 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. |
| 367 | 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. | 409 | 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. |
| 413 | Order Form means a written order document or online order specifying the purchase or activation of one or more Service. | ||
| 420 | 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. | ||
| 380 | Ramp Data means all 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. | 424 | 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. |
| 382 | Ramp Terms means the agreements, terms, addenda, 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. | 426 | 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. |
| 428 | SaaS Services mean certain software-as-a-service products, features, and related support services available to Company, as identified in the Product Schedule. | ||
| 399 | 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. | 444 | 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. |
| 400 | This Regional Schedule applies where Company is domiciled in the United Kingdom. | 445 | 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. |
| 401 | 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. | — | Removed |
| 408 | 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. | 452 | 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. |
| 412 | 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. | 456 | 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. |
| 444 | 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). | 488 | 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. |
| 445 | 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. | 489 | 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. |
| 446 | This Regional Schedule applies where Company is domiciled in the European Economic Area. | — | Removed |
| 447 | 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. | — | Removed |
| 454 | 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 "$" (US dollars) with "€" (euros) at the same numerical amounts. | 496 | Section 1.9(d)(i) is deleted in its entirety and replaced with the following: (i) it hereby assigns (by way of present and future assignment), or shall procure the assignment, to the other party (or, where the other party is Ramp, to Ramp's designated affiliate) absolutely with full title guarantee (or such title as it holds with limited title guarantee) all right, title and interest (present and future) in such Intellectual Property Rights together with all rights of action accrued in relation thereto; Section 6 of the Platform Agreement is amended, solely with respect to the liability caps set forth therein, by replacing all references to "$" (US dollars) with "€" (euros) at the same numerical amounts. |
| 499 | 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"). | 541 | 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"). |
| 500 | 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. | 542 | 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. |
| 510 | 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"). | 552 | 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"). |
| 511 | 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. | 553 | 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. |
| 512 | 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. | 554 | 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. |
| 555 | Following such termination, Ramp will provide written notice of such termination to Company.. | ||
| 562 | 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. | ||
| 570 | 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. | ||
| 571 | All other terms of Section 6 remain in full force and effect. | ||
| 549 | 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. | 595 | 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. |
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