·Privacy Terms

·Privacy Policy

·Last Updated: August 21, 2026

11. Introduction

·Permanent link: 1. Introduction

·Ramp is on a mission to help finance teams build healthier businesses. We rely on data and insights to save our customers time and money so they can focus on their core missions. This Privacy Policy explains how we manage personal data.

·Ramp's products and services are intended for use by business customers and are not intended for personal, family, or household use. We collect and process personal data in a commercial context to provide our products and services to our business customers and to operate our business. We want you to understand how we collect, use, and disclose personal data, and your rights and choices regarding your personal data, including the right to object to certain types of processing we carry out (for more information see Section 6 - Your Rights and Choices below). As used in this Privacy Policy, "Ramp," "we," "our," and "us" refer to Ramp Business Corporation and its affiliates, and "you" and "your" refer to the individual interacting with us.

·If you have any questions about this Privacy Policy or our privacy practices, you can contact us at privacy@ramp.com. You can also visit Section 14 - Contact Us; Data Controller below for more information.

22. Scope of this Privacy Policy

·Permanent link: 2. Scope of this Privacy Policy

·This Privacy Policy applies to personal data we collect and process about you as a Controller (defined below) when you use or interact with:

• ·our platform and apps, which include corporate cards and spend management, travel, procurement, banking, accounts payable, accounts receivable, Token Spend Management, Stack, Glass, and other related services and technology (e.g., app.ramp.com and our mobile applications) (the "Services"); www.ramp.com (the "Website"); and
• ·our social media, emails, newsletters, advertisements, and other locations or platforms, online or offline, where you interact with our business (collectively, with the Services and Website, the "Business").

·Personal data we collect through Router is subject to the Router Privacy Notice. Personal data we collect when you attend a Ramp event or conference is subject to the Ramp Events Privacy Notice.

·Data protection laws distinguish between entities that control the purposes and means of processing personal data ("Controllers") and entities that process personal data on behalf of others ("Processors"). The Ramp Platform Agreement, SaaS Agreement and our other terms and addenda (each, as applicable, an "Agreement"), and the terms and conditions of our Financial Institution Partners, govern our provision of Services to business customers (each a "Company").

·When we process personal data on behalf of a Company as a Processor, we do so in accordance with the terms of the Agreement and the Company's instructions, not this Privacy Policy. If you wish to exercise your rights regarding personal data we process as a Processor, you should contact the relevant Company for assistance. If we receive a request intended for the Company, we will forward communications we receive from you to the Company for resolution. Ramp is not responsible for the privacy practices of any Companies, which may differ from our own.

·This Privacy Policy does not apply to third-party applications or services used in connection with Ramp Services, or any other products, services, or accounts provided by other entities under their own terms and conditions or privacy policy (collectively, "Third-Party Services"). For example, a Company may connect, directly or through another application, accounting systems, e-mail services, human resources information systems, bank accounts held at depository institutions, rideshare applications, e-commerce platforms, and other products and services to its Services account ("Ramp Account"). These Third-Party Services help us provide Companies with an integrated spend management solution but are not part of our Services. They are provided by independent third parties under policies and terms of those third parties.

33. Personal Data Ramp Processes

·Permanent link: 3. Personal Data Ramp Processes

·Ramp processes personal data to deliver Services to you and to operate our Business. The personal data we process depends on who you are, how you interact with us, which products your Company chooses, and which features and settings you use. The table below provides an overview of the relevant person, product or interaction, data categories, and purposes. Not every category applies to every person or product. Additional detail is included in the remainder of this Section.

AA. Product-Specific Collection

·Permanent link: A. Product-Specific Collection

11. Financial Products and Services

·Permanent link: 1. Financial Products and Services

·We collect identity-verification, ownership, control-person, financial, credit, and risk information when it is needed for an application for or use of a regulated financial product or service, or when required by our Financial Institution Partners or applicable law. The exact information depends on the product, the Company's structure, the individual's role, and the applicable legal requirements.

22. SaaS Products

·Permanent link: 2. SaaS Products

·If a Company signs up only for a Ramp SaaS product that does not include a regulated financial product, Ramp does not collect know-your-customer or underwriting information solely to provide that SaaS product, but we may collect certain information for identity verification and anti-fraud measures. We may collect ordinary account, user, security, product-use, support, and Company-provided or connected content needed to provide the software. For AI-enabled features, this may include prompts, outputs, related metadata, source materials, configuration information, which may contain personal data. We process personal data included in this information to provide, secure, support, maintain, and improve the applicable product; detect and prevent fraud, abuse, or security incidents; manage our business; and comply with our legal obligations.

·Before using Company Content to train a general-purpose or generative artificial-intelligence model for use across customers, Ramp will provide required notices and obtain required permissions as applicable. Product-specific terms, notices, or settings may describe additional information about model training, human review, retention, and available choices.

·The sections below provide additional detail about the categories and sources of personal data we process.

BB. Personal Data Provided Directly to Ramp

·Permanent link: B. Personal Data Provided Directly to Ramp

·The Services are intended for use by Companies and their employees and other authorized users ("Authorized Users"). If you or someone at your Company creates an account, we may receive ordinary account and user information about you, your Company, and individuals associated with your Company. If the Company also applies for or enables a regulated financial product, we may receive the additional identity-verification, ownership, underwriting, and risk information needed for that product.

11. Personal Data You Provide to Us

·Permanent link: 1. Personal Data You Provide to Us

·We collect and process personal data when you submit it to our Business, including:

• ·Contact Information, including your name, email address, phone number, employer, job title, and address;
• ·Identity Verification & Risk Information, where relevant to an application for or use of a regulated financial product, including personal data of the Company's owners, control persons, and other relevant Company personnel, such as their name, email address, phone number, employer, job title, date of birth, residential address, country of citizenship, photograph, social security number, driver's license, passport or other government-issued identification, and any other information captured on the government identification or through our identity verification process, and other personal data requested by or provided to us as part of the application and underwriting processes.
• ·Communications, including when contacting sales or support, providing product feedback, or corresponding with our business teams.
• ·Content, including any documentation, files, or information you provide, which may include personal data about you.
• ·Third-Party Information, including personal data you provide about any co-workers, contractors, vendors, or potential referrals, such as their name, email address, phone number, employer, job title, or address.
• ·Audio and/or Video Recordings, which we may collect during sales or support calls or meetings, unless you opt out or do not provide consent, as applicable.

22. Personal Data We Collect about Authorized Users

·Permanent link: 2. Personal Data We Collect about Authorized Users

·In connection with providing Services, we collect and process additional personal data of Authorized Users submitted by, on behalf of, and relating to a Company's Authorized Users, such as:

• ·Authorized User personal data, including your name, email, phone number, address, employer, job title, login credentials, and other information used by your Company to invite and manage Authorized Users.
• ·Transaction Data, including information associated with your bill payments, reimbursements, and card transactions made through your Company's Ramp Account, whether online or in person, which may include personal data.
• ·Token Spend Management Data, including payment-token identifiers and lifecycle information, the related card or account identifiers, device or merchant information, transaction authorization data, authentication events, and fraud and security signals.
• ·Connected Data, including information and documentation relating to you made available to us by Third-Party Services connected to the Services. Connected Data may be made available to Ramp during the application process and after a Ramp Account is opened for your Company. For example, if you link your bank account to receive or provide expense reimbursements, we will receive Bank Account Information about the linked account, like the bank routing and account numbers and account balance. In addition, some Third-Party Services (e.g., accounting systems and business bank accounts) will provide us with information about activities outside of the Services, which may include personal data, like your business expenses and your Company's external transactions. Other Third-Party Services, like your Company's HRIS, may disclose personal data of Authorized Users, and if your Company connects its email service, we may receive your email communications and attachments for processing. We may continue to access and receive Connected Data from a Third-Party Service until it is disconnected from the Services by you or your Company.
• ·Travel Data, including your business travel booking information (name, email, date of birth, gender, phone number, known traveler or redress number, and loyalty or rewards number) and itinerary. This may include approximate location information, such as when your travel itinerary indicates you have booked a flight to or hotel in a particular location. This does not include the mileage reimbursement feature, which uses precise geolocation data.
• ·Receipt and Invoice Data, including information you submit to us to pay Company invoices and process your receipts, which may include personal data, such as photos, PDFs, and the contents of e-mails, and SMS messages, if you opt-in to text messages, along with associated metadata.
• ·Vendor Data, including the identity of vendors, which may include personal data, such as their contact information, including their name, email, phone number and address, payment details, contracts and purchase orders, and information to complete tax documentation (e.g., the vendor's tax classification and tax identification number).

CC. Personal Data Generated and Collected Automatically by Ramp

·Permanent link: C. Personal Data Generated and Collected Automatically by Ramp

11. When You Use or Interact with Our Business

·Permanent link: 1. When You Use or Interact with Our Business

·We collect and process personal data of Authorized Users and other individuals, as applicable, when you use or interact with our Website, Services, and other products and services provided or used by our Business:

• ·Use Data, including information and metadata about the pages or content you visit, the features you interact with, the workflows you construct, how much time you spend on a particular Website or using the Services, login and crash data, Third-Party Services you elect to connect to or use with the Services ("Connected Data"), your preferences or selections, the time of day you browse, and your referring and exiting pages.
• ·SaaS and AI Product Data, including information about workspaces, projects or spaces, skills, tools, workflows, sharing settings, product interactions, prompts, messages, queries, instructions, files, connected records, generated outputs, feedback, and feature-performance or diagnostic information.
• ·Device Data, including information about the type of device or browser you use, your device's operating software and settings, your internet service provider, and device identifiers, such as the IP address and advertising identifier.
• ·Location Data, including an approximate location derived from your IP address or business information and precise geolocation if you choose to enable certain features, such as trip mileage reimbursement.

·We use cookies and other technologies to help us collect and process information automatically. The technologies we use to assist with this data collection include log files, cookies, web beacons, tags and scripts, pixels, and software development kits (or "SDKs"). For additional information about cookies and similar technologies we use, including how you can opt out of some of those technologies, please visit our Cookie Policy and review Section 6 - Your Rights and Choices of this Privacy Policy. You can also limit our collection of certain information by changing your device and software settings. However, doing so may affect or limit the features available to you.

22. Ramp Events

·Permanent link: 2. Ramp Events

·If you register for an event or conference hosted or sponsored by Ramp, we may require additional information (e.g., your company name, your job title or your dietary restrictions). Some events may have different or additional terms or privacy policies, which we will make available to you at or before the time we collect personal data for those events. For more information, review our Ramp Events Privacy Notice.

DD. Personal Data Collected by Ramp from Other Sources

·Permanent link: D. Personal Data Collected by Ramp from Other Sources

·We also collect and process personal data of Authorized Users and other individuals, as applicable, from other sources, including:

• ·Financial Institution Partners, including banks (e.g., the bank issuing your Company's card or originating loans to finance Company expenses), card networks, payment processors, money transmitters, and other entities that provide or support delivery of financial services.
• ·Identity Verification, Fraud and Compliance Monitoring, and Financial and Business Information Providers, which help us supplement our understanding of your Company and its personnel, maintain security, prevent fraud, and comply with legal obligations. This may include information such as your name, address(es), phone number(s), photograph, government ID, device information, or other personal data required to verify your identity, detect and prevent fraud, and comply with our legal obligations.
• ·Vendors and Console Users transacting with or supporting Companies (e.g., merchants and accounting firms). For example, a merchant might provide us with their name, tax identification number, and payment account information so that Companies can make bill payments and report on their tax obligations. That information may include personal data.
• ·Service Providers, which help us operate our Business and which may collect and process personal data depending on the services they provide and your interactions and choices with respect to our Services and Websites.
• ·Social Networks, Advertising Providers, and Private Databases, which help us to identify and enrich our understanding of prospective customers and to serve and measure advertising, provide us with personal data that may include your name, email, phone number, mailing address, gender, age, and other demographic data. We also receive personal data when you interact with our pages, groups, accounts, and posts on social media platforms, which generally includes aggregate data about our followers (e.g., age, gender and location), engagement data (e.g., "likes," comments, shares, reposts, and clicks), and awareness data (e.g., number of impressions and reach), as well as individual users' public profiles.
• ·Joint Marketing, Business Partnerships, Referrals, and Rewards Partners that we engage for joint marketing activities and our referrals and rewards programs, which may share information, including personal data, about overlapping customers, such as their contact information and services they acquire.
• ·Publicly-Available Sources, including information in the public domain that helps us identify potential customers and partners or conduct due diligence and risk management for potential and existing customers, such as personal data about a company's personnel on its website or in news articles and press releases.

·The categories of personal data we collect and receive from these sources may include all of the categories identified above in this section under "Personal Data Provided Directly to Ramp" and "Personal Data Generated and Collected Automatically by Ramp". We treat the personal data obtained from other sources in accordance with any laws or contractual obligations applicable to us.

44. How We Use Personal Data

·Permanent link: 4. How We Use Personal Data

·We use each category of personal data only for purposes that are relevant to the applicable person, product, and interaction described in Section 3. These business and commercial purposes include:

• ·To Provide and Maintain Our Business. To provide, operate, and manage our Services, Website, and other parts of our Business, including to perform customer validation and to enable you to use cards and our other payment tools, to verify financial information, establish spend limits, conduct identity verification, prevent or address technical issues and disruptions, and analyze and monitor usage and activities. This includes processing information at your direction, including as expressed through your or your Company's use of certain features in the Services, such as a request to connect a Third-Party Service, like Slack or Lyft.
• ·To Provide Token Spend Management. To provision, manage, secure, support, and reconcile token-based spend-management functionality; enable authorized transactions; administer related controls; and detect and prevent fraud, misuse, and security incidents.
• ·To Provide SaaS and AI-Enabled Products. To respond to prompts, messages, queries, instructions, and other user requests; generate and deliver requested outputs; administer workspaces, sharing, skills, tools, and connected services; troubleshoot and improve product performance; and detect, prevent, and investigate misuse, policy violations, fraud, and security incidents.
• ·To Communicate with You. To send you notices, updates, security alerts, and information regarding changes to our policies and terms, to respond to support requests and feedback, and to provide other transactional and relationship communications, and if applicable, marketing communications.
• ·To Detect, Prevent, and Respond to Fraud and Security Incidents. To maintain the safety and security of our Business and to manage risk, including investigating suspicious activity, detecting and preventing potential security incidents or fraudulent or unauthorized transactions, breaches of policies and terms, and threats of harm, including in an automated fashion.
• ·To Comply with Legal Obligations and Enforce Our Rights. To fulfill legal, regulatory, and contractual obligations, including when cooperating with government authorities, courts, and regulators in accordance with applicable law, maintaining records to demonstrate compliance with applicable law (such as financial regulations), protecting our legal rights, and pursuing remedies available to us.
• ·To Provide Ramp Rewards. If your Company chooses to participate in our rewards program, to determine your eligibility for rewards and to facilitate the rewards program effectively.
• ·To Develop and Improve Our Business. To make the Services and other aspects of our Business as useful as possible for Authorized Users on behalf of their Companies, including by identifying and troubleshooting issues with the Services, improving and expanding our products and operations, and offering new features and functionality. For example, we may develop or improve Services by analyzing how you use features, the documentation you submit, or information associated with your transactions.
• ·For Auditing and Research. To conduct internal reporting, auditing, and research, including focus groups and surveys.
• ·For Marketing and Advertising. To develop, send, and measure advertising, direct marketing, and communications about our products, offers, promotions, rewards, events, and Services. We may also use information to engage in personalized or targeted advertising. As part of this process, where permitted by law, we use tracking technologies, such as cookies, pixels, tags, and SDKs, some of which track your activities across time and services for purposes of associating the different devices you use, and delivering relevant ads and other content to you. For further information on the types of tracking technologies we use and your rights and choices regarding analytics and targeted advertising, please see Section 6 - Your Rights and Choices and our Cookie Policy. Even if you opt out of personalized advertising, you may continue to see advertising, including potentially from us. If you connect your bank account to your Company's Ramp account, we will not use your bank account information to market our Business on advertising platforms.
• ·For Offers, Promotions, and Contests. At times, we offer certain opportunities or rewards through contests, sweepstakes, and other special offers and promotions (collectively, "Offers"). When these Offers are made available, we will provide you with a description of the Offer and related material terms, including how you can opt in (if applicable) and the categories of personal data collected in connection with the offer but not described here, which may include your name, email, and other personal data. Certain Offers may be construed as "financial incentives" under California law; California residents should review our Notice of Financial Incentives.
• ·Generating De-identified, Aggregated, and/or Anonymized Information. To develop de-identified, aggregated, and/or anonymized information, including by removing or masking information that could be used to identify you, and by aggregating or combining information so that it does not identify an individual. We may use information that does not identify you for any purpose permitted by law and as required to meet our contractual obligations.
• ·At Your Direction. To fulfill any other purpose at your direction, including as expressed through your or your Company's use of Services functionality. For example, if you direct us to connect your Ramp Account to a Third-Party Service, such as Slack or Lyft, we will process that request accordingly.
• ·With Notice to You and Your Consent. We may otherwise use personal data we collect after providing notice to you and obtaining your consent.

·For information about your rights and choices regarding how we use your personal data, please see Section 6 - Your Rights and Choices below.

55. Disclosure of Personal Data by Ramp

·Permanent link: 5. Disclosure of Personal Data by Ramp

·We disclose personal data we collect in accordance with this Privacy Policy. The categories of parties to whom we disclose personal data are listed below. We may disclose information that does not identify you (including information that has been aggregated or de-identified) for any purpose except as prohibited by law or contractual obligation applicable to us.

• ·Affiliates. We disclose personal data to affiliates and related entities of Ramp Business Corporation.
• ·Service Providers. We disclose personal data to service providers that process information on our behalf. Service providers assist us with services, such as cloud infrastructure, Website hosting, analytics, developing and improving the Services and Websites, processing payments, providing rewards, serving advertisements, providing communications and technical support, detecting and responding to security incidents, protecting against malicious, deceptive, fraudulent, or illegal activity, and debugging to identify and repair errors in the Services. For SaaS and AI-enabled products, service providers may include model providers, hosting and infrastructure providers, safety and content-monitoring providers, and providers that support connectors, search, tools, and technical support. We disclose content and other personal data to these providers only as needed to provide, secure, support, and improve the applicable Service, at your or your Company's direction where applicable, or as otherwise described in the applicable agreement or notice. Depending on the service, we may provide personal data on a continuous basis (e.g., fraud services) or on an as-needed basis. We impose contractual restrictions on our service providers' processing of personal data, although we may permit them to use information that does not identify you (such as information that has been aggregated, de-identified, or anonymized) subject to applicable law.
• ·Other Third Parties.
• ·Business Customers. We disclose personal data to your Company so that we can provide Services on the Company's behalf. For example, we may disclose personal data to your Company to process your payment transactions, provide Services, report on your use of your Company's Ramp Account, respond to your and their questions, comply with your and their requests, and otherwise comply with the law. In addition, your Company can assign different roles to Authorized Users, which will have different associated capabilities and permissions. We will disclose some personal data about your use of the Services to other Authorized Users within, or individuals acting on behalf of, your Company. Those individuals may include members of your Company's finance department, your manager, other Company personnel, or a Company service provider. Each Company is an independent entity, and the Company's processing of personal data is subject to the Company's own policies and terms.
• ·SaaS Product Administrators and Authorized Users. Where enabled by a Company, Company administrators and other Authorized Users may be able to access, manage, export, retain, or delete account information, workspaces, prompts, messages, files, connected data, generated outputs, and other content associated with Stack, Glass, or another SaaS or AI-enabled product. The Company is responsible for configuring access and sharing permissions and providing any notices required for its administration of those products.
• ·Providers of Connected Services. We disclose personal data to Third-Party Services and their providers if you or your Company choose to use Third-Party Services in connection with the Services, such as Slack, Uber, Google, or NetSuite.
• ·Financial Institution Partners. We disclose personal data to Financial Institution Partners, such as banks, card networks, and payment processors, to support their customer identification, risk, and compliance programs, and so they can determine eligibility for, and provide, products and services to your Company, either directly or through us. This information also enables our Financial Institution Partners to deliver card, payments, treasury, and international transfer capabilities through our Services. For example, to comply with Know-Your-Customer requirements and requests for information, we may disclose to our Financial Institution Partners your name, email, phone number, employer, job title, date of birth, residential address, country of citizenship, photograph, social security number, and driver's license, passport or other government-issued identification, other information captured through our identity verification process, and Ramp card and transaction information.
• ·Credit Reporting Agencies and Other Financial Information Providers. We disclose personal data about your Company and its Ramp Account to credit reporting agencies to verify information about your Company, to report on your Company's performance, and to report late payments, missed payments, or other defaults. While this information is generally about the Company, it may include personal data.
• ·Vendors and Console Users. We disclose personal data to entities that transact with or support your Company. For example, we may disclose the status of your Company's payments to the recipient vendor, which may include personal data, such as contact information.
• ·Ramp Rewards Providers. We disclose personal data about you and your Company's Ramp Account as necessary to determine your Company's eligibility for rewards and to facilitate the rewards program effectively.
• ·Analytics, Marketing, and Advertising Providers and Agencies. We disclose personal data to agencies, advertisers, ad networks, and other technology services to conduct analytics and to place advertisements on our behalf on third-party websites and services. If you connect your bank account to your Company's Ramp account, we will not disclose your bank account information to market our Business on advertising platforms.
• ·Referrals and Joint Marketing Partners. We disclose personal data about you and your Company's Ramp Account to our partners in connection with facilitating referral partnerships or engaging in joint marketing activities. For example, if you or your Company were referred to us through a referral partner, we may disclose personal data to our referral partner to confirm the status of your application and to calculate the referral fee.
• ·Mergers and Acquisitions. We may disclose personal data to an acquiring entity, legal counsel, consultants, or others in connection with, or during negotiations of, any proposed or actual merger, purchase, sale, or any other type of acquisition or business combination of all or any portion of our assets or transfer of all or a portion of our business to another business.
• ·Identity Verification and Risk Providers. We disclose personal data to third-party services that help us verify your and your Company's identity and perform other compliance functions. In addition, to prevent fraud and safeguard our customers and Business, we disclose information to risk and security partners, including personal data about interactions with our Services and transactions.
• ·Public Authorities. We may disclose personal data to public authorities, such as financial services or other regulators to comply with applicable law, payment network rules, and legal process, to investigate suspicious or potentially fraudulent activity, and where required in response to lawful requests by regulators, courts, law enforcement, and other public authorities, including to meet national security, anti-money laundering, or law enforcement requirements. We may also disclose personal data to protect the rights, property, life, health, security, and safety, as applicable, of us, the Services, our Business, or others.

·For information about your rights and choices regarding how we share personal data about you, please see Section 6 - Your Rights and Choices below.

66. Your Rights and Choices

·Permanent link: 6. Your Rights and Choices

AA. Access, Correction, Deletion, and Objection to or Restriction of Processing

·Permanent link: A. Access, Correction, Deletion, and Objection to or Restriction of Processing

·Ramp Services are intended for use by business customers ("Companies"), and you may only use a Ramp account if you are an employee or other Authorized User of a Company that has opened a Ramp account. The information in a Company's Ramp Account is governed by our Agreement with the Company. You should direct questions about personal data we are processing on behalf of a Company to that Company and its administrators. If you are an Authorized User, you may also be able to access, update, or delete certain personal data within your Company's Ramp account through the Services. However, the Company and its administrators are generally responsible for determining how that personal data is processed.

·Subject to limitations under applicable law, residents of certain jurisdictions have rights and choices with respect to your personal data, including the right to:

• ·Know what personal data we process about you and to access and receive an electronic copy of your personal data.
• ·Correct inaccurate personal data about you.
• ·Request that we delete personal data about you.
• ·Under certain circumstances, in jurisdictions such as the U.K. and the E.U., the right to request that we restrict processing of your personal data and/or to object to how we process personal data about you.
• ·Where we process your personal data based on consent, the right to withdraw that consent at any time with respect to future processing.

·These rights may be limited, for example, if fulfilling your request would reveal personal data about another person, where they would infringe the rights of a third party (including our rights), or if you ask us to delete information which we are required by law to keep or have a compelling legitimate interest to keep. We will not discriminate against you for exercising these rights.

·To exercise any of your rights, please submit a request through our Privacy Center. We will confirm receipt of your request and respond to your request within the time limits prescribed by law. We may require additional information from you to help us verify your identity and process your request. If we are unable to verify your identity, we may deny your request. If personal data about you has been processed by us as a service provider or Processor on behalf of a Company, please contact the Company directly to exercise your rights. However, if you wish to make your request directly to us, please provide the name of your Company on whose behalf we processed your personal data. We will refer your request to that Company, and we will support them as required by applicable law to respond to your request.

·In certain jurisdictions, you have the right to appeal to us a decision we've made to refuse to take action in response to your exercise of one of the rights above. In order to submit an appeal to us, you can contact us at privacy@ramp.com with the subject line "Privacy Request Appeal" and information relevant to the appeal in the email.

·Residents of the E.U., Switzerland, and the U.K. also have the right to lodge a complaint with the data protection regulator in your jurisdiction. You can lodge the complaint in the country where you reside, where you work, or where any alleged infringement of data protection law occurred.

BB. Communication Preferences

·Permanent link: B. Communication Preferences

11. Emails

·Permanent link: 1. Emails

·You can opt out of receiving promotional emails from us at any time by following the instructions provided in the emails to click on the unsubscribe link. You can also change your email preferences here (for individuals who aren't Authorized Users) and here (for Authorized Users). If you are unable to opt-out through those methods, you can email us at privacy@ramp.com. Please note that you cannot opt out of transactional and relationship emails, and certain other content, such as those about your Company's Ramp Account, transactions, servicing, or our ongoing business relations.

22. Text or SMS Messages

·Permanent link: 2. Text or SMS Messages

·If you have opted in to receiving text or SMS messages related to your use of the Services, you can opt out at any time by texting "STOP" to the short code. After you send the SMS message "STOP" to us, we will send you a SMS message to confirm that you have been unsubscribed. After that, you will no longer receive SMS messages from us. Text messaging originator opt-in data and consent will not be shared, sold, rented, or otherwise disclosed by us for marketing purposes. For more information, please see the Agreement. You may be required to communicate your preferences separately to opt out of receiving messages through other platforms, such as WhatsApp.

33. Push Notifications

·Permanent link: 3. Push Notifications

·You can opt out of mobile device push notifications at any time by adjusting your device settings or by uninstalling the mobile app.

44. Mail and Telephone

·Permanent link: 4. Mail and Telephone

·You can ask to unsubscribe from our mail or telephone outreach at any time. In some jurisdictions, you can also ask us not to share your information with third parties for marketing purposes. To opt out of mail or telephone calls, you can email us at privacy@ramp.com with "Mail Opt Out" in the subject line and the address or phone number, as applicable, in the body of the email of the recipient to be opted out.

·Please note that your opt-out request is limited to the email address, phone number, or address used and will not affect subsequent subscriptions.

CC. Tracking Technology Control

·Permanent link: C. Tracking Technology Control

11. Cookies and Similar Technologies

·Permanent link: 1. Cookies and Similar Technologies

·Most browsers and devices accept cookies by default. You can instruct your browser or device, by changing its settings, to decline or delete cookies and similar technologies ("Cookies"). Please be aware that if you disable or remove Cookies some parts of our Business may not function correctly and settings and preferences controlled by those Cookies, including advertising preferences, may be deleted and may need to be reset. You can modify your Cookie preferences for our Website by opting out on our Your Privacy Choices page. If you use multiple browsers or devices, you may need to instruct each browser or device separately. Your ability to limit Cookies is subject to your browser and device settings and limitations. For additional information, please visit our Cookie Policy.

·We may use session-replay technologies to understand how users interact with the Service, including clicks, scrolling, page navigation, and technical information about a session, to troubleshoot, secure, and improve the Service. Where used, we implement measures designed to mask or exclude certain types of information, such as passwords, payment card information, and other sensitive content. Where required by law, we obtain your consent before enabling session replay.

22. Global Privacy Control

·Permanent link: 2. Global Privacy Control

·Certain browsers and browser extensions support the Global Privacy Control ("GPC") that can send a signal to websites you visit to indicate your choice to opt out of certain types of data processing. Our Website is designed to respect your GPC preferences.

33. Do Not Track

·Permanent link: 3. Do Not Track

·Your browser settings may allow you to automatically transmit a "Do Not Track" signal to online services you visit. There is no industry consensus as to what site and app operators should do with regard to these signals. Accordingly, unless and until the law is interpreted to require us to do so, we do not monitor or take action with respect to "Do Not Track" signals. For more information, visit All About Do Not Track. However, you can use the other controls identified in this section of the Privacy Policy to control tracking technologies as described, including GPC.

44. Email Web Beacons

·Permanent link: 4. Email Web Beacons

·Most email clients have settings which allow you to prevent the automatic downloading of images, including web beacons, which prevents the automatic connection to the web servers that host those images and, unless restricted by your Company, you can change those settings in your email account.

55. Mobile Advertising ID Controls

·Permanent link: 5. Mobile Advertising ID Controls

·iOS and Android mobile operating systems provide options to limit tracking and to reset the advertising IDs and, unless restricted by your Company, you can change those settings on your device.

66. Analytics and Targeted Advertising

·Permanent link: 6. Analytics and Targeted Advertising

·Google provides tools to allow you to opt out of the use of certain information collected by Google Analytics through the Google Analytics Opt-out Browser Add-on and by Google Analytics for Display Advertising or the Google Display Network through Google Ads Settings.

77. Opt Out of Targeted Advertising and "Sales" or "Sharing" of Personal Data

·Permanent link: 7. Opt Out of Targeted Advertising and "Sales" or "Sharing" of Personal Data

·Data protection laws in certain jurisdictions provide the right to opt out of targeted advertising, "sales," or "sharing" of personal data. To opt out of targeted advertising, "sales," or "sharing" (as defined by applicable law) of your personal data, visit our Your Privacy Choices page or click the "Your Privacy Choices" in the footer of our Website. California residents can review information relating to California's data protection laws in our California Notice at Collection below.

·In addition to the option above, the companies we work with to provide you with targeted ads in connection with our Business are required to give you the choice to opt out of receiving targeted ads. Most of these companies are participants of the Digital Advertising Alliance ("DAA") and/or the Network Advertising Initiative ("NAI"). To learn more about the targeted ads provided by these companies and how to opt out of receiving certain targeted ads from them, please visit: (1) for targeted ads from DAA participants, DAA Choices; and (2) for targeted ads from NAI participants, NAI Opt Out. Opting out only means that the selected participants should no longer deliver certain targeted ads to you. It does not mean you will no longer receive any targeted content or ads (e.g., in connection with the participants' other customers or from other technology services). Any targeted advertising by Ramp will only be carried out to the extent that it is permitted by applicable law.

·Please note that if you opt out using any of these methods, the opt out will only apply to the specific account, browser, or device from which you opt out. Except as required by applicable law, we are not responsible for the effectiveness of, or compliance with, any opt-out options or programs, or the accuracy of any other entities' statements regarding their opt-out options or programs.

88. Opt Out of Audio or Video Recording

·Permanent link: 8. Opt Out of Audio or Video Recording

·We may record audio or video in connection with sales or support calls and meetings to help us operate, manage, and improve our Business. You will be notified prior to a recording, and if you want to opt out of or don't want to opt in to the recording, as the case may be, you should follow the instructions presented in the notice.

77. International Data Transfers

·Permanent link: 7. International Data Transfers

·Our Business is headquartered in the United States, with operations in Canada and other jurisdictions. Depending on your relationship with us, where you reside, and your use of certain parts of the Services, your personal data that we collect may be transferred to, processed, used, handled, and stored in the United States and other jurisdictions. Data protection laws in the United States and other jurisdictions may differ from those of your country of residence. We take measures to comply with applicable data protection laws when we transfer personal data internationally. In certain situations, regulators, courts, and law enforcement agencies might be entitled to access your personal data (for more information see Section 5 - Disclosure of Personal Data by Ramp).

·For personal data transferred from the European Economic Area ("E.E.A."), Switzerland, or the U.K., we will provide appropriate safeguards for transfers of your personal data outside of those jurisdictions, including: (1) transferring the personal data to countries recognized by the European Commission, the Swiss Federal Data Protection and Information Commissioner, and/or U.K. Information Commissioner's Office as offering an adequate level of protection for personal data; (2) transferring the personal data pursuant to contractual obligations, including Standard Contractual Clauses ("SCCs") and addenda specific to Switzerland and/or the U.K., as applicable; and (3) confirming service providers to which we transfer personal data have active self-certification under the E.U.-U.S. Data Privacy Framework, the U.K. Extension to the E.U.-U.S. DPF, or the Swiss-U.S. DPF, as applicable. While transfers to countries that don't have an adequacy decision typically take place on the basis of SCCs, in certain circumstances, transfers can also take place on the basis of exemptions provided under data protection law, such as sharing personal data as required with law enforcement or in emergency situations where we learn that a person's life is at risk.

·We also identify and use additional protections as appropriate for each data transfer. For example, we use technical protections, such as encryption and pseudonymization, and policies and processes to review and, as appropriate, challenge disproportionate or unlawful government authority requests for personal data. For more information about our security measures, visit our Trust Center.

·If you are a resident of the province of Quebec, please note that we transfer and store personal data outside of Quebec province.

88. Lawful Basis for Processing Personal Data

·Permanent link: 8. Lawful Basis for Processing Personal Data

·Certain jurisdictions, such as the E.E.A., Switzerland, and the U.K., require a "lawful basis" to collect, process, and disclose personal data. Where we are the Controller of your personal data, we rely on the following lawful bases:

• ·At your direction and in performance of a contract we have with you.
• ·Compliance with our legal obligations or to preserve or enforce our legal rights.
• ·Consent that you provide us at the time of collection of your personal data or subsequently.
• ·To further the legitimate interests of Ramp or a third party, for example, to: (1) administer and conduct our business, including maintaining and improving the Services; (2) detect, prevent, and respond to security incidents; (3) detect and prevent fraud; and (4) conduct marketing and analytics activities.

99. Automated Decision-Making and Artificial Intelligence

·Permanent link: 9. Automated Decision-Making and Artificial Intelligence

·Ramp uses automated systems, which include artificial intelligence and machine-learning technologies ("AI Systems"), to operate and protect our Business and provide the Services. Depending on the product and workflow, AI Systems may assist with tasks such as:

• ·verifying identity and business information;
• ·detecting and preventing fraud, suspicious activity, sanctions or compliance risks, unauthorized transactions, and security threats;
• ·supporting business application review, underwriting, eligibility, and risk-management processes for financial products;
• ·matching receipts, invoices, transactions, accounting information, and other records;
• ·applying Company policies, controls, workflows, and product settings; generating policies and workflows; and
• ·improving, troubleshooting, and securing our Services.

·More information about the AI Systems we use and the tasks they support is available on our Trust Center. Ramp does not use AI Systems to make a decision based solely on automated processing that produces legal or similarly significant effects for an individual subject to this Privacy Policy.

1010. Security

·Permanent link: 10. Security

·We use various technical, organizational, administrative, and physical measures designed to protect your personal data from loss, theft, misuse, and unauthorized access, disclosure, alteration, or destruction. However, no information security program or transfer of information via the internet is entirely secure, so we cannot guarantee the security of your personal data. We recommend you use strong passwords, use multi-factor authentication to access your account, and otherwise follow your Company's information security practices. If you suspect unauthorized activity with respect to your Ramp account or you suspect a security incident has occurred, you should contact us immediately at security@ramp.com.

1111. Use by Minors

·Permanent link: 11. Use by Minors

·We do not direct any of our Services or other aspects of our Business to minors. We do not knowingly collect personal data (as defined by the U.S. Children's Online Privacy Protection Act, or "COPPA") from children under 13. We also do not knowingly "share" or "sell," as those terms are defined under applicable law, the personal data of minors under the age of 18. If you are a parent or guardian of a minor and believe your minor uses the Services, contact us at privacy@ramp.com.

1212. Retention

·Permanent link: 12. Retention

·Ramp maintains retention schedules that assign retention periods or deletion criteria based on the category of personal data, the product and purpose for which it was collected, the legal basis for processing, and applicable legal requirements. We do not retain personal data indefinitely merely because it may be useful in the future.

·The following describes the principal retention triggers and criteria we use:

·We periodically review whether personal data remains necessary for the stated purpose. When a retention period expires or the applicable purpose no longer requires identifiable data, we delete, de-identify, or anonymize the data, or place it in a restricted archive when continued storage is required by law. Data subject to a legal hold, regulatory inquiry, investigation, dispute, fraud-prevention need, or security incident may be retained until the matter and any related preservation period end. Residual copies in backups are protected from ordinary use and deleted or overwritten through scheduled backup cycles unless continued preservation is required. Where Ramp processes personal data solely on behalf of a Company, retention and deletion are also governed by the Agreement and the Company's instructions.

1313. Changes to this Privacy Policy

·Permanent link: 13. Changes to this Privacy Policy

·At Ramp, we build with velocity, which means we regularly ship new products and features and improve our Business. Those changes sometimes require us to collect new personal data or to use personal data in different ways, so we periodically update this Privacy Policy to reflect those changes. We reserve the right to change and reissue this Privacy Policy at any time by posting an updated version on our Website. If we make material changes in the way we collect, use, or disclose your personal data, we will provide you reasonable advanced notice of the changes before they take effect for you. If we have an existing relationship with you, you represent a Company, or if you are an Authorized User, we may provide you notice through our Website, through your Company's Ramp Account, or directly using the contact information you have provided to us. If we do not have an existing relationship with you (for instance, if you only visit our Website), any notice we provide will be posted to our Website. If you continue using the Services after those changes are in effect, our processing of your personal data will be subject to the new Privacy Policy. We encourage you to regularly review this Privacy Policy to ensure that you remain aware of what personal data we collect, how we use and otherwise process it, under what circumstances we will disclose it to third parties, and your privacy rights and choices.

1414. Contact Us; Data Controller

·Permanent link: 14. Contact Us; Data Controller

·If you have questions about this Privacy Policy or our practices with respect to personal data, or if you have difficulty accessing the information in this Privacy Policy, please contact us: By email: privacy@ramp.com

• ·By mail: Ramp Business Corporation, Attn: Privacy Counsel, 28 West 23rd, Floor 2, New York, NY 10010

·Ramp may process personal data in accordance with the instructions of or on behalf of a Company, including when providing Services to a Company under an Agreement. In this context, Ramp acts as a Processor and the Company acts as a Controller. Ramp may also act as a Controller when directly determining the purposes for and means of processing personal data in other business contexts as set out in this Privacy Policy, like complying with regulatory obligations applicable to our Business. Where we act as the Controller, the Controller is Ramp Business Corporation, unless we specify otherwise in writing.

1515. Additional Information for California Residents

·Permanent link: 15. Additional Information for California Residents

AA. California Notice at Collection

·Permanent link: A. California Notice at Collection

·These additional disclosures apply only to California residents and only to the extent applicable. At or before the time of collection of your personal data, you have the right to know the categories of personal data and sensitive personal data to be collected (see Section 3 - Personal Data Ramp Processes), the purposes for the collection and use of your personal data (see Section 4 - How We Use Personal Data), whether your personal data is "sold" or "shared" (as defined under California law), and how long your personal data is retained (see Section 12 - Retention). To review that information, you can follow the links above.

11. Categories of Personal Data We Collect

·Permanent link: 1. Categories of Personal Data We Collect

·California law requires businesses collecting or disclosing personal data to provide notices and means to exercise those rights. In the past 12 months, we have collected the following categories of personal data:

• ·Identifiers, including name, postal address, email address, online identifiers (such as IP address), social security number, driver's license number, passport number, or other similar identifiers.
• ·Customer Records, including phone number, billing address, bank account, and credit or debit card information, which may include personal data.
• ·Employment Information.
• ·Characteristics of Protected Classifications under California or Federal Law, including gender and citizenship.
• ·Biometric Information for identity verification and fraud detection.
• ·Commercial or Transaction Information, including records of products or services purchased, obtained, or considered, which may include personal data.
• ·Internet Activity, including browsing history, search history, and interactions with a website, email, application, or advertisement.
• ·Audio and/or Video Recording.
• ·Approximate Location Data.
• ·Precise Geolocation Data when you choose to enable certain features such as trip mileage reimbursement.
• ·Inferences Drawn from the above information about your predicted characteristics and preferences.

·For further details on personal data we collect, including the sources from which we receive personal data, review Section 3 - Personal Data Ramp Processes. We collect and use these categories of personal data for the business purposes described in Section 4 - How We Use Personal Data above. We disclose the personal data to the categories of persons set out in Section 5 - Disclosure of Personal Data by Ramp above. Please visit those sections for further details.

22. Rights to Know, Correct and Delete

·Permanent link: 2. Rights to Know, Correct and Delete

·You have the right to know certain details about our personal data practices and the rights you have under California law. You have a right to know the categories of personal data we have collected about you; the categories of sources from which the personal data was collected; the categories of personal data we have disclosed for a business purpose or "sold" or "shared;" the categories of persons to whom the personal data was disclosed, "sold," or "shared;" the business or commercial purpose for collecting, "selling," or "sharing" the personal data; and the specific personal data we have collected about you. We have provided much of that information throughout this Privacy Policy, and to the extent it is not addressed elsewhere, it is addressed in this section. In addition, subject to certain exceptions, you have the right to request that we correct inaccurate personal data or that we delete the personal data we have collected from you. To exercise your privacy rights, please submit a request through our Privacy Center. We will confirm receipt of and respond to your request within the time limits prescribed by law. We may require additional information from you to help us verify your identity and to process your request. If we are unable to verify your identity, we may deny your request. If you are unable to submit a request through our Privacy Center, you can submit a request to privacy@ramp.com.

·If personal data about you has been processed by us as a "service provider" (which is similar to a data processor) on behalf of a Company, please inquire with your Company directly to exercise your rights. If you want to make your request directly to us, please provide the name of your Company on whose behalf we process your personal data. We will refer your request to that Company and will support them to the extent required by applicable law in responding to your request.

·You have the right not to receive discriminatory treatment by us for the exercise of any of your privacy rights. We retain records of privacy rights requests in accordance with applicable law.

33. Do Not Sell or Share My Personal Data

·Permanent link: 3. Do Not Sell or Share My Personal Data

·Our business model is to provide corporate card, spend management, and related services to Companies, not selling personal data. However, under California law, some marketing practices, like the disclosure of Website visitor data to obtain targeted ads and analytics to advertise our products and services on third-party sites, may be considered a "share" or "sale." Under California law, "share" is broadly defined to include the disclosure of personal data for cross-context behavioral advertising, and "sale" is broadly defined to include the disclosure of personal data for anything of value, even if no money is exchanged. Under those definitions, we may "share" or "sell" the following categories of personal data for commercial purposes: identifiers, characteristics, commercial or transaction information, internet activity, approximate location data, and inferences drawn. The categories of third parties to whom we "share" or "sell" personal data include, where applicable, third parties we work with to deliver targeted advertising, including across sites, and to conduct analytics. To the extent our marketing practices constitute a "share" or "sale" of your personal data, you have the right to opt out. You can exercise this right by modifying your preferences for our Website on our Your Privacy Choices page or by enabling the Global Privacy Control ("GPC") on your browser or extension. These settings enable you to communicate an opt-out preference that is specific to your browser or device, as applicable, so you will need to instruct each separately.

44. Right to Limit Use of Sensitive Personal Data

·Permanent link: 4. Right to Limit Use of Sensitive Personal Data

·California law gives consumers the right to limit a business's use of "Sensitive Personal Information" to purposes necessary to provide the services reasonably expected by an average consumer, as well as certain other permitted business purposes, such as security, fraud prevention, and legal compliance.

·We collect certain categories of Sensitive Personal Information, including Social Security numbers, driver's license numbers, passport numbers, other government-issued identification numbers, and biometric information collected through our identity verification process. We use this information solely to verify identity, prevent fraud, comply with legal and regulatory obligations (including Know Your Customer requirements), and for other purposes necessary to provide our Services. We do not use Sensitive Personal Information to infer characteristics about individuals or for cross-context behavioral advertising. Because our use of Sensitive Personal Information is limited to these permitted purposes, California law does not require us to offer a separate opt-out right for this processing. If you have questions about our use of Sensitive Personal Information, please contact us at privacy@ramp.com.

55. Authorized Agent

·Permanent link: 5. Authorized Agent

·You can designate an authorized agent to submit requests on your behalf. In order to do that, please provide the agent with written permission, signed by you, authorizing the agent to submit the request on your behalf. The agent must provide us with that written permission as part of the request. We may contact you to verify your identity directly, as well as the authorized agent's permission, before we send a response to the request. Requests from an authorized agent to exercise rights under data protection law on your behalf must be submitted through the designated methods listed above.

BB. Notice of Financial Incentives

·Permanent link: B. Notice of Financial Incentives

·At times, we offer certain opportunities or rewards through contests, sweepstakes, and other special offers and promotions (collectively, "Offers") (see Section 4 - How We Use Personal Data). Because these Offers often involve the collection of personal data, they may be interpreted as "financial incentive" programs under California law. We use personal data collected through Offers for the purposes described in this Privacy Policy. We may disclose your personal data to third parties as described in Section 5 - Disclosure of Personal Data of this Privacy Policy, including data analytics providers, advertising technology vendors, and social media platforms. The value of any financial incentive we offer is reasonably related to the value of any personal data you provide to us. As required by applicable law, we estimate the value of your personal data by considering, without limitation, the expenses we incur from collecting your personal data and/or providing the Offer to you, the revenue (if any) generated by your use of the Offer, and any improvements we can make to the Services based on information obtained from you as a result of the Offer. If you want to withdraw from an ongoing or upcoming Offer, you can do so by emailing privacy@ramp.com.

1616. Additional Information for Canadian Residents

·Permanent link: 16. Additional Information for Canadian Residents

·Data Transfers from Quebec

·Permanent link: Data Transfers from Quebec

·If you are a resident of the province of Quebec, please note that we transfer and store personal data outside of Quebec province.

·Data Disclosure to Telecommunications Carriers

·Permanent link: Data Disclosure to Telecommunications Carriers

·Personal data will be shared with telecommunication providers or mobile network operators for the purposes of identity verification.

1717. Additional Information for UK Residents

·Permanent link: 17. Additional Information for UK Residents

·For purposes of certain regulated financial services in the UK, Ramp is an agent of Plaid Financial Ltd., an authorized payment institution regulated by the Financial Conduct Authority under the Payment Services Regulations 2017 (Firm Reference Number: 804718). For those applicable parts of the Services, Plaid provides you with regulated account information services through Ramp as its agent.

·Main Agreements

·SaaS Agreement

·Last Updated: October 8, 2026

·This SaaS Agreement (the "SaaS Agreement" or this "Agreement") is entered into by and between Ramp Business Corporation (or other Ramp affiliate, as identified by an applicable Regional Schedule) ("Ramp") and the entity identified in the applicable Order Form or account registration, or otherwise accessing or using the Services ("Company"). By indicating acceptance, executing an Order Form, completing account registration, or otherwise accessing or using the Services, Company accepts and agrees to be bound by this Agreement. This Agreement includes each applicable Order Form, Regional Schedule, Product Schedule, and other terms incorporated by reference.

11. Services and Access

·Permanent link: 1. Services and Access

1.11.1 Grant of Access.

·Permanent link: 1.1 Grant of Access.

·Subject to this Agreement, payment of all applicable Fees, and where applicable, Provider Terms and Product Schedules, Ramp grants Company a non-exclusive and non-transferable right during the Term, or during the period authorized by Ramp, to access and use the Services for Company's business purposes.

1.21.2 Authorized Users.

·Permanent link: 1.2 Authorized Users.

·Company is responsible for all use of the Services by its Users. Company will designate and authorize at least one User as administrator (an "Administrator") to manage its account. Administrators may take a variety of actions, including the addition, removal, or management of Users and acting on Company's behalf with respect to the Services. Company is responsible for (a) ensuring that Users comply with this Agreement; (b) all actions taken through credentials issued to Users; and (c) promptly disabling access for any User whose credentials have been or may have been compromised and notifying Ramp of any suspected unauthorized access.

1.31.3 Restrictions.

·Permanent link: 1.3 Restrictions.

·Company will not, and will not permit any third party to: (a) sublicense, sell, resell, or make the Services available to any third party, except as expressly authorized herein; (b) modify, copy, or create derivative works based on the Services; (c) reverse-engineer, disassemble, or decompile the Services; (d) interfere with or circumvent any usage limitations, security measures, or access controls in the Services; (e) send or store malicious code through the Services; (f) use the Services for any unlawful purpose or in violation of any applicable law or regulation; (g) use the Services or any Ramp Property to develop or train machine learning models or other artificial intelligence systems, or (h) use the Services or any Ramp Property to develop, operate, offer, or support a service that competes with the Services. Company will also comply with any additional restrictions in an applicable Product Schedule and any third-party terms identified therein.

1.41.4 Acceptable Use.

·Permanent link: 1.4 Acceptable Use.

·Company will comply with, make available to, and require each User to comply with, the Acceptable Use Policy.

1.51.5 Early Access Services.

·Permanent link: 1.5 Early Access Services.

·Ramp may invite Company to use pre-release features labeled "Early Access," "beta," "preview," or similar designations ("Early Access Services"). Early Access Services are provided "as is" and without warranty of any kind. Ramp may change or discontinue Early Access Services at any time. Non-public information about Early Access Services is Ramp's Confidential Information. Company acknowledges that Early Access Services may be unstable and subject to frequent, substantial interruptions and to erroneous output and operation. Company agrees not to use any Early Access Services for any mission critical or other important functions without taking appropriate precautions to prevent loss or damage resulting from such use.

1.61.6 Third-Party Services.

·Permanent link: 1.6 Third-Party Services.

·The Services may integrate with or enable access to technology and services provided by third parties ("Third-Party Services"). Third-Party Services are not part of the Services. Ramp does not control and is not responsible for Third-Party Services. Company's use of any Third-Party Service is subject to that provider's own terms. Company is responsible for obtaining all rights and permissions needed to connect, access, or use a Third-Party Service and for configuring its permissions appropriately.

1.71.7 Organization-Managed Accounts and Domain Claims.

·Permanent link: 1.7 Organization-Managed Accounts and Domain Claims.

• ·(a) A domain owner ("Owner") may, by following Ramp's instructions, verify ownership of a domain (a "Domain Claim"). Following Ramp verification, (i) Ramp may disclose to Owner certain information with respect to each User using an organization-controlled email address associated with the claimed domain, including: (x) the existence of each User account registered under the claimed domain, and (y) other limited account information Ramp deems necessary to administer the Domain Claim or Domain Migration (defined below) of the account; and (ii) Owner may request that Ramp consolidate ownership of account(s) associated with the claimed domain with Owner's account in accordance with Section 1.7(b) below.
• ·(b) Following a Domain Claim, Ramp may require Company's account to be associated with, or migrated to, an Owner-managed account (a "Domain Migration"). Ramp or Owner will provide notice and applicable consolidation instructions. Once a Domain Migration is complete, Owner and its Administrator(s) may manage access and authentication; access account details, usage information, and Company Data; and control retention, export, or deletion, subject to applicable agreements and available Service controls.
• ·(c) If Company submits a Domain Claim, Company represents and warrants that (i) it owns and controls the claimed domain; (ii) all information provided in connection with the claim is accurate, complete, and current; and (iii) Company has the necessary authority to access, use, administer, and request consolidation of all Company Data and Services accounts associated with the claimed domain. Following Domain Migration, all use of the Services will be governed by this Agreement, and Company is fully responsible for all payment and other obligations associated with the consolidated accounts, whether accrued before the Domain Migration or arising thereafter.
• ·(d) Ramp does not guarantee that all Company Data, settings, history, Credits, or other information and content will be migrated in connection with a Domain Migration. Following a valid Domain Claim, Ramp may prevent new standalone accounts using the claimed domain and, after any applicable notice or migration period, redirect, restrict, disable, or close affected accounts.

1.81.8 Product Schedules.

·Permanent link: 1.8 Product Schedules.

·Each Product Schedule applies solely with respect to the Service it covers. If a Product Schedule conflicts with this Agreement concerning the applicable Service, the Product Schedule controls.

1.91.9 Use of AI.

·Permanent link: 1.9 Use of AI.

·The Service is supported by artificial intelligence and machine learning ("AI") systems, and Company acknowledges that artificial intelligence may generate inaccurate, incomplete, non-unique, outdated, offensive, or misleading outputs. Company is responsible for appropriately configuring all automated features, reviewing and validating outputs and actions before relying on or implementing them, maintaining human oversight proportionate to the nature and risk of its use, and for all decisions Company makes based on use of the Services. The Services and outputs do not constitute professional advice or replace Company's professional advisors, internal controls, or independent judgment. Company is solely responsible for providing any required disclosures and otherwise complying with applicable laws in connection with Company's use of AI. Additional AI-specific terms may be set forth in an applicable Product Schedule.

22. Fees and Payment

·Permanent link: 2. Fees and Payment

2.12.1 Fees.

·Permanent link: 2.1 Fees.

·Ramp will disclose the applicable fees or fee rates and payment currency for the Services ("Fees") in an Order Form, Product Schedule, or the Services before they apply. Company will pay amounts due in the currency specified by Ramp. Company will pay in accordance with this Agreement and the applicable Product Schedule or Order Form. Fees are non-cancelable and non-refundable, except as required by applicable law or expressly stated in an applicable Product Schedule or Order Form.

2.22.2 Payment Methods and Authorization.

·Permanent link: 2.2 Payment Methods and Authorization.

• ·(a) Payment Methods. Company may select from the payment methods Ramp makes available for amounts due under this Agreement, including an Automated Clearing House ("ACH") credit, wire transfer, or other bank payment initiated by Company or its financial institution partner; a credit card; or a bank account authorized for automatic debit (each, a "Designated Payment Method"). Company will maintain accurate payment information and sufficient funds or available credit for each Designated Payment Method. A bank payment initiated by Company or its financial institution partner satisfies Company's payment obligation only when Ramp receives the full amount in cleared funds.
• ·(b) Authorization. If Company selects a credit card as a Designated Payment Method, Company authorizes Ramp and its payment processors to charge that card for recurring and one-time Fees, Taxes, and other amounts due under this Agreement when due. If Company selects a bank account for automatic debit, Company authorizes Ramp, its affiliates, and the financial institutions and payment processors processing payments on their behalf, and each of their respective successors and assigns, to initiate recurring and one-time debits to that account for those amounts when due. Company represents and warrants that it has authority to use and authorize payments from each Designated Payment Method. Selecting a bank payment initiated by Company or its financial institution partner does not authorize Ramp to debit the account from which that payment is sent.
• ·(c) ACH Debits. BY SELECTING A BANK ACCOUNT FOR AUTOMATIC DEBIT, COMPANY AUTHORIZES DEBITS TO THAT ACCOUNT FOR AMOUNTS COMPANY OWES UNDER THIS AGREEMENT. ACH debits will be processed subject to the applicable Nacha Operating Rules. Company also authorizes debit or credit entries reasonably necessary to verify the account (including through microdeposits or similar means) or correct an erroneous debit or credit, in each case as permitted by applicable law and payment-network rules. Debits through other payment networks are subject to the applicable network rules and any authorization or mandate presented to Company for that payment method.
• ·(d) Changes and Failed Payments. Company may change a Designated Payment Method through the Services or by written notice to Ramp. Company may revoke authorization for automatic debit by giving Ramp at least thirty (30) days prior written notice. A change or revocation does not terminate this Agreement or any Service and does not affect a payment already submitted for processing or Company's obligation to pay amounts due. If a payment is not received when due, or a charge or debit is declined, returned, reversed, or disputed, Company remains responsible for the amount. Ramp may retry a failed charge or debit as permitted by applicable law and payment-network rules, or use another Designated Payment Method that Company has authorized for automatic payment. If Company revokes authorization for automatic debit without designating an alternative Designated Payment Method acceptable to Ramp, Ramp may suspend, limit, or terminate the affected Services.

2.32.3 Taxes.

·Permanent link: 2.3 Taxes.

·Fees exclude all sales, use, goods and services, harmonized sales, value-added, withholding, and similar taxes, levies, duties, and governmental assessments ("Taxes"). Company is responsible for all Taxes associated with its purchases under this Agreement, except taxes based on Ramp's income, property, or employees. 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. 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. Where applicable law requires Company to self-assess Taxes, including under a reverse charge, Company will do so. 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.

2.42.4 Late Payment.

·Permanent link: 2.4 Late Payment.

·Overdue amounts will accrue late interest at 1.5% per month, or the maximum rate permitted by law if lower. Company will reimburse Ramp for all reasonable costs of collection, including attorneys' fees.

33. Term and Termination

·Permanent link: 3. Term and Termination

3.13.1 Term.

·Permanent link: 3.1 Term.

·Ramp will provide each Service, as applicable, to Company during the Term, each such Service. A subscription for a defined period automatically renews for successive periods of equal length unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Term. The Term includes all renewal periods.

3.23.2 Termination.

·Permanent link: 3.2 Termination.

• ·(a) Termination by Company. Company may terminate this Agreement or any Service by paying all amounts owed and providing notice to Ramp, but shall remain responsible for all Fees and other amounts owed, if any, provided that termination by Company does not relieve the Company of its obligation to pay Fees for the remainder of any committed Term specified on an Order Form.
• ·(b) Suspension and Termination by Ramp. Ramp may immediately suspend or terminate the Services, in whole or in part, without notice if Ramp believes Company has breached the Agreement or is creating an undue risk to Ramp or the Services, or if required by applicable law or a Third-Party Service Provider. If Company does not have an active Order Form in place, Ramp may terminate the Agreement without cause at any time by providing Company thirty (30) days' notice. A Product Schedule or Order Form may provide additional termination or suspension rights for the applicable Service.

3.33.3 Trial Term.

·Permanent link: 3.3 Trial Term.

·Ramp may from time to time offer a trial Term or other promotional offers ("Offers"). Offer eligibility is determined by Ramp in its sole discretion and Ramp reserves the right to suspend or revoke an Offer in the event that Ramp determines Company is not eligible. The eligibility requirements and other limitations and conditions will be disclosed when Company signs up for the Offer or in other communications made available by Ramp to Company.

3.43.4 Effect of Termination.

·Permanent link: 3.4 Effect of Termination.

·Upon expiration or termination of this Agreement or the Term for an applicable Service: (a) Company's access to the terminated Services will cease; and (b) Company will pay all Fees owed in connection with those Services. Termination of one Service or Product Schedule does not by itself terminate any other Service or Product Schedule. Sections 1.3, 2, 4, 5, 6, 7, 8, 9, 10, 11, and 12 will survive termination.

44. Intellectual Property

·Permanent link: 4. Intellectual Property

4.14.1 Ownership and License.

·Permanent link: 4.1 Ownership and License.

• ·(a) As between the parties, Ramp, its affiliates, and its licensors own all right, title, and interest in and to the Services and all related technology, software, interfaces, workflows, documentation, usage data, metadata, De-identified Data, intellectual property, models, features, and all modifications, improvements, and derivative works thereto ("Ramp Property"). Ramp grants Company a non-exclusive and non-transferable license to use Ramp Property as permitted by this Agreement to the extent that Ramp provides it to Company via the Services, which license terminates automatically without notice to Company upon expiration or termination of the applicable Term. The performance of any implementation services by Ramp shall not affect the ownership of Ramp Property or any other materials provided by Ramp under this Agreement. Except for the limited access rights expressly granted in Section 1.1 and this Section 4.1, no rights in Ramp Property are granted to Company.
• ·(b) As between the parties, Company retains its rights in Company Data that Company or a User submits to or makes available through the Services. Subject to applicable law, Provider Terms, and third-party rights or terms identified in an applicable Product Schedule, Company owns outputs generated by the Services specifically for Company ("Generated Content"), and may use Generated Content for Company's business purposes. This does not transfer ownership of: (i) Ramp Property embedded in or used to create Generated Content; (ii) Third-Party Services or third-party materials; or (iii) content owned by another person. Company's rights in Generated Content are subject to applicable Provider Terms, may not qualify for intellectual property protection, and may be the same as or similar to content generated for others. Company is responsible for reviewing Generated Content for accuracy, infringement, confidentiality, privacy, publicity, attribution, open-source, and other third-party-rights issues before use or publication. To the extent Ramp Property is incorporated into Generated Content, Ramp grants Company a nonexclusive, worldwide, royalty-free license to use such Ramp Property solely as incorporated into, and as necessary to use, that Generated Content in accordance with this Agreement.
• ·(c) If either party acquires, by operation of law, any right, title or interest in or to any Intellectual Property Rights that are inconsistent with the allocation of ownership set out in Sections 4.1(a) and 4.1(b) 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 4.1(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 4.1(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 4.1(c)(i).

4.24.2 Feedback.

·Permanent link: 4.2 Feedback.

·Company grants Ramp and its affiliates a royalty-free, fully-paid, irrevocable, perpetual, nonexclusive, worldwide, assignable, and sublicensable license to use, copy, modify, create derivative works of, distribute, and otherwise exploit any feedback, suggestions, ideas, or requests that Company provides to Ramp ("Feedback") for any purpose. Ramp has no obligation to compensate or credit Company for Feedback.

55. Data, Privacy, and Security

·Permanent link: 5. Data, Privacy, and Security

5.15.1 Data Use.

·Permanent link: 5.1 Data Use.

·Company acknowledges that Ramp collects and processes Company Data in connection with the Services. Company grants Ramp and its affiliates a nonexclusive, worldwide license during the applicable Term to host, reproduce, transmit, display, and otherwise process Company Data: (a) for identity verification, account management, and usage analysis; (b) to detect and respond to security incidents, fraud, and abuse; (c) to provide, maintain, support, and improve the Services; (d) as required by applicable law; and (e) to enforce and protect Ramp's rights. Ramp may exercise this license through its affiliates, subprocessors, and service providers. Any product-specific use of Company Data for artificial-intelligence model training, content recording, semantic analysis, or other improvement purposes will be governed by the applicable Product Schedule and the Privacy Policy.

5.25.2 Data Processing Addendum.

·Permanent link: 5.2 Data Processing Addendum.

·Where Ramp processes Personal Data on behalf of Company, it will do so in accordance with the Data Processing Addendum ("DPA"), which is incorporated into and forms part of this Agreement. Where Ramp processes Personal Data as an independent controller, it will do so in accordance with the Privacy Policy.

5.35.3 Security.

·Permanent link: 5.3 Security.

·Ramp will maintain appropriate technical, administrative, and physical safeguards designed to protect Company Data as described in the DPA. Information about Ramp's security program, certifications, and subprocessor list is available at trust.ramp.com. Certifications, reports, and subprocessor disclosures found at trust.ramp.com apply only to the Services expressly identified as in scope. Additional product-specific commitments may be set out in the Product Schedule, as applicable. Company is responsible for configuring its own access controls, permissions, integrations, retention settings, and use of the Services to protect Company Data and comply with Company's obligations. Ramp will respond to Security Incidents as described in Annex 3 of the DPA.

5.45.4 De-Identified Data.

·Permanent link: 5.4 De-Identified Data.

·Ramp may generate, use, and disclose data derived from Company Data that has been de-identified, aggregated, or anonymized ("De-Identified Data") for Ramp's own business purposes, including to develop and improve Ramp products, services, and marketing efforts, develop data products, and provide aggregate insights to other customers. Ramp may include De-Identified Data in both public and private reports.

66. Confidentiality

·Permanent link: 6. Confidentiality

6.16.1 Restrictions on Use.

·Permanent link: 6.1 Restrictions on Use.

·"Confidential Information" means non-public information in any form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances. In connection with the Agreement, a party may receive ("Recipient") Confidential Information from the other party ("Discloser"). Except as allowed in Section 6.2 of this Agreement, Recipient shall hold Discloser's Confidential Information in confidence and shall not disclose any such Confidential Information to any third party, other than (i) to its employees, contractors, service providers, advisors, and affiliates who need to know such Confidential Information and who are bound by confidentiality restrictions comparable to and no less restrictive than those set forth herein; and (ii) as expressly set forth in the Agreement and/or Privacy Policy. To protect Discloser's Confidential Information, Recipient shall take at least the same degree of care that it uses to protect its own confidential information of a similar nature and importance (but in no event less than reasonable care).

6.26.2 Exceptions.

·Permanent link: 6.2 Exceptions.

·Recipient may disclose Discloser's Confidential Information: (i) to the extent required by applicable law or regulation; (ii) pursuant to a subpoena or order of a court or regulatory, self-regulatory, or legislative body of competent jurisdiction; (iii) in connection with any regulatory report, audit, or inquiry; and (iv) as permitted under the Agreement or required for the provision of Services.

77. Representations and Warranties

·Permanent link: 7. Representations and Warranties

7.17.1 Company Warranties.

·Permanent link: 7.1 Company Warranties.

·Company represents and warrants that: (a) all Company Data provided to Ramp is and will remain complete, accurate, and current; (b) Company has all necessary rights, consents, and authorizations to make Company Data available to Ramp and Third-Party Services for the purposes contemplated by this Agreement; (c) Company and its Users will comply with all applicable laws, regulations, third-party terms, and Product Schedules in connection with the Services; (d) each Administrator has requisite organizational power and authority to conduct business on and manage Company's account in all respects, including, without limitation, consenting to the Agreement and any amendments, updates, or replacements thereto, and delegating access or authority to other Users, and Company is responsible and liable for each and every action taken by any Administrator that relates to the Agreement, the Services, or any Third-Party Services; and (e) Company will solely use the Services for a commercial purpose and acknowledges and agrees consumer use is prohibited.

7.27.2 Ramp Warranties.

·Permanent link: 7.2 Ramp Warranties.

·Only to the extent Company has an active Order Form with Ramp, Ramp represents and warrants 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 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 Services; and (iv) it has the right, power, and authority to enter into the Agreement.

88. Disclaimers

·Permanent link: 8. Disclaimers

·THE SERVICES, GENERATED CONTENT, AND ALL RAMP PROPERTY ARE PROVIDED "AS IS" AND "AS AVAILABLE." RAMP DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. RAMP DOES NOT WARRANT THAT THE SERVICES OR GENERATED CONTENT WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, ACCURATE, COMPLETE, CURRENT, UNIQUE, NON-INFRINGING, OR SUITABLE FOR COMPANY'S PURPOSES. THIRD-PARTY SERVICES ARE NOT CONTROLLED, ENDORSED, OR WARRANTED BY RAMP. RAMP IS NOT A LAW FIRM, ACCOUNTANT, OR PROFESSIONAL ADVISOR, AND THE SERVICES AND GENERATED CONTENT DO NOT CONSTITUTE PROFESSIONAL ADVICE.

99. Limitation of Liability

·Permanent link: 9. Limitation of Liability

9.19.1 Default Limitation.

·Permanent link: 9.1 Default Limitation.

• ·(A) SUBJECT TO SECTION 9.1(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, INCLUDING COMPANY OR A COMPANY AFFILIATE'S USE OF OR INABILITY TO USE SERVICES, WHETHER OR NOT RAMP WAS ADVISED OF THEIR POSSIBILITY BY COMPANY OR THIRD PARTIES.
• ·(B) SUBJECT TO SECTIONS 9.1(A) AND 9.1(C), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RAMP'S AGGREGATE LIABILITY TO COMPANY UNDER THE AGREEMENT FOR ALL CLAIMS IS LIMITED TO THE GREATER OF (I) THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY COMPANY TO RAMP IN THE THREE MONTHS PRECEDING THE EVENT THAT IS THE BASIS OF COMPANY'S CLAIM OR (II) $10,000. THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH COMPANY'S CLAIM IS BASED.
• ·(C) THE EXCLUSIONS AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT SHALL NOT APPLY IN RESPECT OF ANY LIABILITY INCURRED BY ANY PARTY ARISING OUT OF: (I) THAT PARTY'S OWN FRAUD, FRAUDULENT MISREPRESENTATION, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT; AND (II) DEATH OR PERSONAL INJURY RESULTING FROM THAT PARTY'S OWN NEGLIGENCE.

9.29.2 Limitation of Liability for Companies with an Order Form.

·Permanent link: 9.2 Limitation of Liability for Companies with an Order Form.

·This Section 9.2 only applies to the extent Company has entered into an active Order Form with Ramp. To the extent Company has an active Order Form with Ramp, this Section 9.2 will replace the Limitation of Liability set forth in Section 9.1 of the Agreement.

• ·(A) EXCEPT FOR WILLFUL MISCONDUCT, GROSS NEGLIGENCE, AND A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY IS LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUE, REPUTATIONAL HARM, PHYSICAL INJURY, OR PROPERTY DAMAGE, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY BY THE OTHER PARTY OR THIRD PARTIES. EXCEPT AS SET FORTH IN SECTION 9.2(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 FEES ACTUALLY PAID BY COMPANY TO RAMP IN THE THREE MONTHS PRECEDING THE EVENT THAT IS THE BASIS OF THE CLAIM, OR (II) $50,000. THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED.
• ·(B) THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN SECTION 9.2(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 OR USE OF THE SERVICES, INCLUDING THOSE INCURRED BY ITS AFFILIATES, ADMINISTRATORS, AND USERS.
• ·(C) THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN SECTION 9.2(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.

1010. Indemnification

·Permanent link: 10. Indemnification

10.110.1 Indemnification by Company.

·Permanent link: 10.1 Indemnification by Company.

·Company will indemnify, defend, and hold harmless Ramp and its affiliates, directors, officers, employees, and agents from and against any third-party claims, losses, liabilities, damages, costs, fees, charges, penalties or expenses (including reasonable attorneys' fees) arising out of or related to: (a) Company's or a User's breach of this Agreement; (b) Company's or a User's violation of applicable law or third-party terms; (c) Company Data, or Company's failure to obtain required rights, notices, consents, or authorizations; or (d) Company's use, publication, or external distribution of Generated Content. Ramp may choose to defend any claim subject to indemnification hereunder, using counsel of its choice, and Company will pay or promptly reimburse Ramp for the reasonable fees of such counsel and all related costs and reasonable expenses and otherwise remains responsible for its indemnification obligations.

10.210.2 Indemnification by Ramp.

·Permanent link: 10.2 Indemnification by Ramp.

·Only if and to the extent Company has an active Order Form with Ramp, Ramp agrees to indemnify, defend, and hold harmless Company and its 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 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 Services with information, services, materials, or products not supplied by Ramp; (ii) any modification of the 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 Services other than as expressly permitted under the Agreement.

1111. General Provisions

·Permanent link: 11. General Provisions

11.111.1 Governing Law.

·Permanent link: 11.1 Governing Law.

·The Agreement, and any dispute or controversy arising from or related to it, will be governed by, and construed and enforced in accordance with the laws of the State of New York, without reference to any choice-of-law or conflict-of-law provisions of any jurisdiction, except as otherwise provided in Section 11.2 (Dispute Resolution and Arbitration) below with respect to the Federal Arbitration Act, or, if applicable, the laws identified in the applicable Regional Schedule.

11.211.2 Dispute Resolution and Arbitration.

·Permanent link: 11.2 Dispute Resolution and Arbitration.

·Ramp wants to address Company's concerns without the need for a formal legal dispute. Before filing any claim against the other (whether in court or arbitration), Company and Ramp agree to try to first resolve the Dispute informally. To initiate such informal Dispute resolution, the party seeking to have its claim resolved ("Notifying Party") will notify the other party ("Notified Party") of the actual or potential Dispute ("Notice of Dispute"). If Company is the Notifying Party, Company will notify Ramp by email addressed to legal@ramp.com. If Ramp is the Notifying Party, Ramp will provide Notice to Company as set out in the Agreement. The Notifying Party will include in its Notice of Dispute the name of each party, the Notifying Party's contact information for any communications relating to such Dispute, and sufficient details regarding such Dispute to enable the Notified Party to understand the basis of and evaluate the concerns raised. If the Notified Party responds to the Notifying Party within ten (10) Business Days after receiving the Notice of Dispute that it is ready and willing to engage in good faith discussions to informally resolve the Dispute, then each party shall promptly participate in such discussions in good faith.

·If, notwithstanding the Notifying Party's compliance with all of its obligations under the preceding paragraph, a Dispute is not resolved within thirty (30) days after the Notice of Dispute is sent (or if the Notified Party fails to timely respond as provided above), the Notifying Party may initiate a proceeding with respect to the subject Dispute as described below.

·Subject to the foregoing provisions regarding informal dispute resolution, each party to the Agreement agrees that any past, present, or future Dispute, including those arising under or relating to breach of the Agreement, or any other transaction or matter involving Company and Ramp, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, shall be settled by arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules ("Rules"), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof, unless the Dispute is subject to the "Arbitration Exceptions" below.

·If either party brings an action or otherwise commences any proceeding in any court or administrative agency involving, with respect to, or relating to such a Dispute (other than for an Arbitration Exception), such court or agency shall (i) stay such action or proceeding pending arbitration thereof; and (ii) award the party seeking such stay all of its costs and expenses (including reasonable attorneys' fees) incurred in connection with such action or proceeding. Further, if either party to the Agreement purports to initiate arbitration with respect to any Dispute without first providing an applicable Notice of Dispute and otherwise complying with all of its obligations under the Agreement relating to the informal resolution of such Dispute, then, notwithstanding any other provision of the Agreement, the arbitrator(s) will promptly dismiss the claim(s) that is the subject of such Dispute and will award the other party all of its costs and expenses (including, without limitation, reasonable attorneys' fees) incurred in connection with such Dispute.

·Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. The single arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA's roster of arbitrators. If the parties are unable to agree upon an arbitrator within fourteen (14) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules. The arbitrator(s) shall be authorized to award any remedies, including injunctive relief, that would be available in an individual lawsuit, subject to any effective and enforceable limitations of liability or exclusions of remedies set forth herein. Notwithstanding any language to the contrary in this paragraph, if a party seeks injunctive relief that would significantly impact other Ramp customers or users as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators. Each party shall select one arbitrator, and the two party-selected arbitrators shall select the third, who shall serve as chair of the arbitral panel. That chairperson shall be a retired judge or an attorney licensed to practice law and with experience arbitrating or mediating disputes. In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this Section shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may -- if selected by either party or as the chair by the two party-selected arbitrators -- participate in the arbitral panel. Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential.

·The arbitration will be held in English in New York County, New York, or, if Company or Ramp so elect, all proceedings can be conducted via videoconference, telephonically, or via other remote electronic means. If the value of the relief sought in arbitration is $100,000 or less, Company or Ramp may elect to have the arbitration based solely on written submissions, which election shall be binding, subject to the discretion of the arbitrator(s) to require an in-person hearing. Any such election by the petitioner must be made in or concurrently with the applicable Demand for Arbitration and any such election by the respondent must be made in or concurrently with the applicable answer.

·Filing costs and administrative fees shall be paid in accordance with the AAA Rules; provided that the prevailing party will be entitled to recover its reasonable attorneys' fees, expert witness fees, and out-of-pocket costs incurred in connection with the arbitration proceeding, in addition to any other relief it may be awarded. All provisions of the Agreement that relate to arbitration shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in the Agreement.

·Notwithstanding anything to the contrary in the Rules, the arbitration of any Dispute shall proceed on an individual basis and not as a class, group, or representative action (collectively, a "Class Action"). Further, neither Company nor Ramp may bring a claim as a part of a collective, coordinated, consolidated, or mass arbitration (each, a "Collective Arbitration"). Without limiting the generality of the foregoing, a claim to resolve any Dispute against Ramp will be deemed a Collective Arbitration if (i) two (2) or more similar claims for arbitration are filed concurrently by or on behalf of one or more claimants; and (ii) counsel for the claimants are the same, share fees, or coordinate across the arbitrations. "Concurrently" for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time.

·To the maximum extent permitted by applicable law, neither Company nor Ramp shall be entitled to consolidate, join, or coordinate Disputes subject to arbitration hereunder with any disputes or claims by or against other individuals or entities, or to arbitrate any Dispute in a representative capacity, including as a representative member of a class or in a private attorney general capacity. In connection with any Dispute that is subject to arbitration hereunder, any and all such rights are hereby expressly and unconditionally waived. Without limiting the foregoing, any challenge to the validity of this paragraph shall be determined exclusively by the arbitrator.

·Notwithstanding anything to the contrary herein, Company and Ramp each retain the right to bring either (i) an individual action in small claims court; or (ii) an individual debt collection action (the "Arbitration Exceptions"), even if the underlying Dispute is otherwise subject to arbitration hereunder. Either action may be brought in any court having jurisdiction.

·Except as otherwise required by applicable law or provided in the Agreement, if the agreement to arbitrate is found not to apply to Company or Company's Dispute, a judicial proceeding may only be brought in a court of competent jurisdiction in New York County, New York. Both Company and Ramp irrevocably consent to venue and personal jurisdiction there for any Dispute; provided that either party may bring any action to confirm an arbitral award in any court having jurisdiction.

·The existence of and all information regarding any Dispute that is subject to arbitration hereunder will be held in strict confidence by Company and Ramp and will not be disclosed by either party hereto except as reasonably necessary in connection with the conduct of the arbitration or the confirmation or enforcement of any arbitral award. Any such permitted disclosure will, to the maximum extent reasonably practicable, be made subject to obligations of confidentiality at least as stringent as the provisions of this paragraph. If any disclosure of information regarding any such Dispute is required under applicable law, the parties shall reasonably cooperate with one another to obtain protective orders or otherwise to preserve the confidentiality of such information.

·Notwithstanding the foregoing, this Section 11.2 shall be superseded by the dispute resolution section of an applicable Regional Schedule.

11.311.3 Assignment.

·Permanent link: 11.3 Assignment.

·Company may not assign this Agreement or any of its rights or obligations without Ramp's prior written consent. Ramp may freely assign this Agreement. Any permitted assignee will be bound by the terms of this Agreement.

11.411.4 Notices.

·Permanent link: 11.4 Notices.

·Notices under this Agreement will be in writing and delivered by email. Notices to Ramp must be sent to legal@ramp.com. Notices to Company will be sent to the email address associated with Company's account. Each notice is effective on the first business day after it is sent.

11.511.5 Amendments.

·Permanent link: 11.5 Amendments.

·Ramp may modify this Agreement, a Product Schedule, or other terms incorporated by reference by posting an amended version. Material changes will be communicated to Company with reasonable advance notice prior to taking effect for Company. If Company does not agree with a modification, Company's sole remedy is to terminate the applicable Service before the change takes effect. Continued use of the Services after a modification takes effect constitutes acceptance, subject to the applicable Regional Schedule and applicable law.

11.611.6 Entire Agreement; Severability.

·Permanent link: 11.6 Entire Agreement; Severability.

·This Agreement, together with any Order Forms, Regional Schedules, Product Schedules, DPA, and terms incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, or representations. In the event of a conflict: (a) the DPA controls concerning Ramp's processing of Personal Data on Company's behalf, (b) the applicable Regional Schedule controls concerning the Ramp contracting entity and geography-specific terms, (c) the applicable Product Schedule controls concerning the Service it covers, (d) an Order Form controls only to the extent it expressly conflicts with a provision of this Agreement or Schedule, and (e) this Agreement controls otherwise. If any provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

11.711.7 Waiver.

·Permanent link: 11.7 Waiver.

·No waiver of any provision will be effective unless in writing and signed by the waiving party. A party's failure to enforce any right under this Agreement does not constitute a waiver of that right.

11.811.8 Customer Reference.

·Permanent link: 11.8 Customer Reference.

·Ramp may publicly identify Company as a Ramp customer and use Company's name and logo for that purpose during the Term. Company may opt out by notifying Ramp, and Ramp will use best efforts to remove such references.

11.911.9 Force Majeure.

·Permanent link: 11.9 Force Majeure.

·Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, terrorism, labor disputes, or government actions.

1212. Definitions

·Permanent link: 12. Definitions

• ·"Company Data" means information and data (including Personal Data) provided by or on behalf of Company to Ramp through use of the Services.
• ·"Credits" means any promotional, prepaid, usage, or service credits that Ramp issues for use with the Services, subject to any terms disclosed when issued.
• ·"Demand for Arbitration" means the written demand, request, or notice that initiates an arbitration under the applicable arbitral rules.
• ·"Dispute" means any claim, dispute, or controversy between Company and Ramp arising out of or relating to this Agreement, the Services, or the relationship between the parties, whether based in contract, tort, statute, or any other legal or equitable theory.
• ·"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.
• ·"Order Form" means an order form or similar ordering document that references this Agreement, is executed by Company and Ramp, and specifies the Services, Fees, and, if applicable, the Term for those Services. Online checkout, self-serve plan selection, and click-through acceptance are not Order Forms unless Ramp expressly designates them as such. An Order Form is "active" while the Term specified in it remains in effect.
• ·"Personal Data" means any information Processed in connection with this Agreement that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular Data Subject or household.
• ·"Product Schedule" means the product-specific terms incorporated into this Agreement for a Service that Company purchases, activates, accesses, or uses.
• ·"Regional Schedule" means the schedule that identifies the Ramp contracting entity and geography-specific terms applicable to Company.
• ·"Services" means Ramp's software-as-a-service products and related support services purchased, activated, accessed, or used by Company under this Agreement and an applicable Product Schedule. For the avoidance of doubt, Third-Party Services are not part of the Services.
• ·"Term" means for each Service, the period beginning on the start date specified in the applicable Order Form or, if no start date is specified, the date Company first activates or uses that Service, and continuing for the initial period specified in the applicable Order Form or, if no period is specified, until terminated in accordance with this Agreement. The Term includes all renewal periods.
• ·"Third-Party Service Provider" means any provider of any Third-Party Service.
• ·"User" means any employee, contractor, agent, or other individual designated by Company to use the Services.

·Regional Schedules to the SaaS Agreement

·Permanent link: Regional Schedules to the SaaS Agreement

·The following schedules ("Regional Schedules") form part of and are incorporated into the SaaS Agreement. The Regional Schedules apply for the countries or regions below and amend the SaaS Agreement as set out below. If there is a conflict between the SaaS Agreement and a Regional Schedule, the Regional Schedule shall prevail.

·United Kingdom Regional Schedule

·Permanent link: United Kingdom Regional Schedule

·This United Kingdom Regional Schedule to the Ramp SaaS Agreement (this "Regional Schedule") applies where Company is domiciled in the United Kingdom and supplements and amends the SaaS Agreement as applied to Company. For all purposes of the SaaS Agreement, "Ramp" means Ramp Platform UK Ltd., and each reference to "Ramp" in the SaaS Agreement, Ramp Terms, or any Order Form, is deemed to refer to Ramp Platform UK Ltd., unless otherwise stated.

·Section 4.1(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 (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 9 of the SaaS Agreement is amended, solely with respect to the liability caps set forth therein, by replacing all references to "$" (US dollars) with "£" (pounds sterling) at the same numerical amounts. All other terms of Section 9 remain in full force and effect.

·Section 10.1 (Indemnification by Company) of the SaaS Agreement is supplemented by adding the following:

·For the purposes of the Contracts (Rights of Third Parties) Act 1999, each indemnified party who is not a party to this Agreement may, in its own right, enforce the terms of this indemnity in accordance with the provisions of this clause, subject always to the terms and conditions of this Agreement.

·Section 11.1 (Governing Law) of the SaaS Agreement is deleted in its entirety and replaced with the following:

11.111.1 Governing Law

·Permanent link: 11.1 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 England and Wales, without reference to any choice-of-law or conflict-of-law provisions of any jurisdiction.

·Section 11.2 (Dispute Resolution and Arbitration) of the SaaS Agreement is deleted in its entirety and replaced with the following:

11.211.2 Dispute Resolution and Arbitration

·Permanent link: 11.2 Dispute Resolution and Arbitration

·Ramp wants to address Company's concerns without the need for a formal legal dispute. Before filing any claim against the other (whether in court or arbitration), Company and Ramp agree to try to first resolve the Dispute informally. To initiate such informal Dispute resolution, the party seeking to have its claim resolved ("Notifying Party") will notify the other party ("Notified Party") of the actual or potential Dispute ("Notice of Dispute"). If Company is the Notifying Party, Company will notify Ramp by email addressed to legal@ramp.com. If Ramp is the Notifying Party, Ramp will provide Notice to Company as set out in the Agreement. The Notifying Party will include in its Notice of Dispute the name of each party, the Notifying Party's contact information for any communications relating to such Dispute, and sufficient details regarding such Dispute to enable the Notified Party to understand the basis of and evaluate the concerns raised. If the Notified Party responds to the Notifying Party within ten (10) Business Days after receiving the Notice of Dispute that it is ready and willing to engage in good faith discussions to informally resolve the Dispute, then each party shall promptly participate in such discussions in good faith.

·If, notwithstanding the Notifying Party's compliance with all of its obligations under the preceding paragraph, a Dispute is not resolved within thirty (30) days after the Notice of Dispute is sent (or if the Notified Party fails to timely respond as provided above), the Notifying Party may initiate proceedings with respect to the subject Dispute as described below.

·Subject to the foregoing provisions regarding informal dispute resolution, each party to the Agreement agrees that any past, present, or future Dispute shall be finally and exclusively settled by binding arbitration administered by the International Chamber of Commerce ("ICC") under the ICC Rules of Arbitration ("ICC Rules"). Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof, unless the Dispute is the subject of proceedings commenced in accordance with the Arbitration Exceptions (as defined below).

·If either party brings any action or otherwise commences any proceedings in any court or administrative agency involving, with respect to, or relating to such a Dispute (other than proceedings commenced in accordance with the Arbitration Exceptions (as defined below)), such court or agency shall (i) stay such action or proceedings pending arbitration thereof; and (ii) award the party against whom the action or proceedings are brought all of its costs and expenses (including reasonable legal fees) incurred in connection with defending such action or proceedings. Further, if either party to the Agreement purports to initiate arbitration with respect to any Dispute without first providing an applicable Notice of Dispute and otherwise complying with all of its obligations under the Agreement relating to the informal resolution of such Dispute, then, notwithstanding any other provision of the Agreement, the arbitrator(s) will promptly dismiss the claim(s) that is the subject of such Dispute and will award the other party all of its costs and expenses (including, without limitation, reasonable legal fees) incurred in connection with such Dispute.

·Arbitration will proceed on an individual basis and will be handled by a sole arbitrator appointed in accordance with the ICC Rules. If the parties are unable to agree upon an arbitrator within fourteen (14) days of receipt of the Request for Arbitration, then the ICC will appoint the arbitrator in accordance with the ICC Rules.

·Except as and to the extent otherwise may be required by law, the arbitration proceedings and any award shall be confidential.

·The arbitration will be held in English and seated in London, United Kingdom. If Company or Ramp so agree, all proceedings can be conducted via videoconference, by telephone, or via other remote electronic means. If the value of the relief sought in arbitration is GBP 100,000 or less, Company or Ramp may elect to have the arbitration based solely on written submissions, which election shall be binding, subject to the discretion of the arbitrator(s) to require an in-person hearing. Any such election by the claimant must be made in or concurrently with its Request for Arbitration and any such election by the respondent must be made in or concurrently with its Answer to the Request.

·Filing costs and administrative fees shall be paid in accordance with the ICC Rules, provided that the prevailing party will be entitled to recover its reasonable legal fees, expert witness fees, and out-of-pocket costs incurred in connection with the arbitration proceedings, in addition to any other relief it may be awarded.

·Notwithstanding anything to the contrary herein, Company and Ramp each retain the right to bring individual proceedings in respect of either: (1) a Dispute not exceeding GBP 100,000 in total value; or (2) debt claims (the"Arbitration Exceptions"), even if the underlying Dispute is otherwise subject to arbitration hereunder. Either action may be brought in any court having jurisdiction.

·Except as otherwise required by applicable law or provided in the Agreement, if the agreement to arbitrate is found not to apply to Company or Company's Dispute, a judicial proceeding may only be brought in a court of competent jurisdiction in England and Wales. Both Company and Ramp irrevocably consent to submit to jurisdiction there for any Dispute; provided that either party may bring any action to confirm an arbitral award in any court having jurisdiction.

·The existence of and all information regarding any Dispute that is subject to arbitration hereunder will be held in strict confidence by Company and Ramp and will not be disclosed by either party hereto except as reasonably necessary in connection with the conduct of the arbitration or the confirmation or enforcement of any arbitral award. Any such permitted disclosure will, to the maximum extent reasonably practicable, be made subject to obligations of confidentiality at least as stringent as the provisions of this paragraph. If any disclosure of information regarding any such Dispute is required under applicable law, the parties shall reasonably cooperate with one another to obtain protective orders or otherwise to preserve the confidentiality of such information.

·For the avoidance of doubt, this arbitration shall be governed by and construed in accordance with the laws of England and Wales.

·The following new Section 11.10 is inserted into the SaaS 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 and Third-Party Service Providers.

·The defined terms in Section 12 shall be supplemented as follows:

·Gross negligence means a serious disregard for, or an indifference to, an obvious risk.

·Europe Regional Schedule

·Permanent link: Europe Regional Schedule

·This Europe Regional Schedule to the Ramp SaaS Agreement (this "Regional Schedule") applies where Company is domiciled in the European Economic Area and supplements and amends the SaaS Agreement as applied to Company. For all purposes of the SaaS Agreement, "Ramp" means Ramp Platform Europe Ltd., and each reference to "Ramp" in the SaaS Agreement, or any Order Form, is deemed to refer to Ramp Platform Europe Ltd., unless otherwise stated.

·Section 2.4 (Late Payment) of the SaaS Agreement is amended as follows:

2.42.4 Late Payment.

·Permanent link: 2.4 Late Payment.

·If any Fees are not received by Ramp on the applicable payment date, then without limiting Ramp's other rights or remedies, those Fees may accrue late interest at the rate of 8% per year above the then current main refinancing rate of the European Central Bank, but at 8% per year for any period when that main refinancing rate is below 0%, or the maximum rate permitted by law, whichever is lower.

·Section 4.1(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 (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 9 of the SaaS Agreement is amended, solely with respect to the liability caps set forth therein, by replacing all references to "$" (US dollars) with "€" (euros) at the same numerical amounts. All other terms of Section 9 remain in full force and effect.

·Section 11.1 (Governing Law) of the SaaS Agreement is deleted in its entirety and replaced with the following:

11.111.1 Governing Law

·Permanent link: 11.1 Governing Law

·The Agreement, and any dispute or controversy arising from or related to it, will be governed by, and construed and enforced in accordance with the laws of the Republic of Ireland, without reference to any choice-of-law or conflict-of-law provisions of any other jurisdiction.

·Section 11.2 (Dispute Resolution and Arbitration) of the SaaS Agreement is deleted in its entirety and replaced with the following:

11.211.2 Dispute Resolution and Arbitration

·Permanent link: 11.2 Dispute Resolution and Arbitration

·Ramp wants to address Company's concerns without the need for a formal legal dispute. Before filing any claim against the other (whether in court or arbitration), Company and Ramp agree to try to first resolve the dispute informally. To initiate such informal Dispute resolution, the party seeking to have its claim resolved ("Notifying Party") will notify the other party ("Notified Party") of the actual or potential Dispute ("Notice of Dispute"). If Company is the Notifying Party, Company will notify Ramp by email addressed to legal@ramp.com. If Ramp is the Notifying Party, Ramp will provide Notice to Company as set out in the Agreement. The Notifying Party will include in its Notice of Dispute the name of each party, the Notifying Party's contact information for any communications relating to such Dispute, and sufficient details regarding such Dispute to enable the Notified Party to understand the basis of and evaluate the concerns raised. If the Notified Party responds to the Notifying Party within ten (10) Business Days after receiving the Notice of Dispute that it is ready and willing to engage in good faith discussions to informally resolve the Dispute, then each party shall promptly participate in such discussions in good faith.

·If, notwithstanding the Notifying Party's compliance with all of its obligations under the preceding paragraph, a Dispute is not resolved within thirty (30) days after the Notice of Dispute is sent (or if the Notified Party fails to timely respond as provided above) the Notifying Party may initiate a proceeding with respect to the subject Dispute as described below.

·Subject to the foregoing provisions regarding informal dispute resolution and to the exceptions to arbitration agreed hereunder, each party to the Agreement agrees that any past, present, or future Dispute, including those arising under or relating to breach of the Agreement, or any other transaction or matter involving Company and Ramp, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, shall be settled by arbitration. Such arbitration shall be conducted in accordance with the All-Ireland Arbitration Rules 2020, adopted by the Chartered Institute of Arbitrators, Ireland Branch ("Irish Arbitration Rules"). The Arbitral Tribunal (as defined in such Rules) shall consist of a single arbitrator.

·If either party brings an action or otherwise commences any proceeding in any court or administrative agency involving, with respect to, or relating to such a Dispute, such court or agency shall (i) stay such action or proceeding pending arbitration thereof; and (ii) award the party seeking such stay all of its costs and expenses (including reasonable attorneys' fees) incurred in connection with such action or proceeding.

·Further, if either party to the Agreement purports to initiate arbitration with respect to any Dispute without first providing an applicable Notice of Dispute and otherwise complying with all of its obligations under the Agreement relating to the informal resolution of such Dispute, then, notwithstanding any other provision of the Agreement, the arbitrator(s) will promptly dismiss the claim(s) that is the subject of such Dispute and will award the other party all of its costs and expenses (including, without limitation, reasonable attorneys' fees) incurred in connection with such Dispute.

·Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. Rule 10 of the Irish Arbitration Rules relating to parallel third-party arbitrations and consolidated/concurrent hearings shall not apply. For the avoidance of doubt, no class arbitration proceedings shall be permitted.

·The single arbitrator will be either a retired judge or a legal practitioner licensed to practice law in an EU jurisdiction relevant to the subject matter of the dispute and will be selected by the parties by agreement. If the parties are unable to agree upon an arbitrator within fourteen (14) days of delivery of the notice initiating arbitration, then the arbitrator will be appointed in accordance with the Irish Arbitration Rules.

·The arbitrator shall be authorized to award any remedies that would be available in an individual lawsuit, subject to any effective and enforceable limitations of liability or exclusions of remedies set forth herein. Notwithstanding any language to the contrary in this paragraph, if a party seeks interim relief that would significantly impact other Ramp customers or users as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators. Each party shall select one arbitrator, and the two party-selected arbitrators shall select the third, who shall serve as chair of the arbitral panel. That chairperson shall be a retired judge or a legal practitioner licensed to practice law in an EU jurisdiction relevant to the subject matter of the dispute and with experience arbitrating or mediating disputes. In default of agreement between the two party-selected arbitrators on the identity of the chair, such person shall be appointed in accordance with the Irish Arbitration Rules.

·In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this Section shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may -- if selected by either party or as the chair by the two party-selected arbitrators -- participate in the arbitral panel.

·Except as and to the extent otherwise required by law, the arbitration proceeding and any award shall be confidential.

·The arbitration will be held in English and the seat of the arbitration shall be in Dublin, Ireland. Hearings may be conducted in any EU location and in any manner (including via videoconference) that may be most convenient to the parties and the Arbitral Tribunal as determined by the arbitrator(s).

·Notwithstanding anything to the contrary herein, Ramp retains the right to bring an individual debt collection action against Company under the Agreement, even if the underlying Dispute is otherwise subject to arbitration hereunder.

·Subject always to the provisions of this Agreement relating to informal dispute resolution and arbitration, the courts of Ireland shall have exclusive jurisdiction to determine all disputes arising out of or relating to this Agreement.

·The following new Sections 11.10, 11.11, and 11.12 are inserted into the SaaS Agreement after Section 11.9:

11.1011.10 Third Party Beneficiaries

·Permanent link: 11.10 Third Party Beneficiaries

• ·a. This Agreement includes certain express rights, benefits and remedies (together, the "Beneficiary Rights") for third parties, including Third-Party Service Providers, and Ramp's affiliates (the "Third Party Beneficiaries") but in each case, not obligations. For the avoidance of doubt, "Third Party Beneficiaries" shall not include any affiliates, service providers, or partners of the Company. In respect of the Beneficiary Rights only: (i) Ramp enters into the Agreement on its own behalf and as agent and/or trustee for the applicable Third Party Beneficiaries; and (ii) Ramp shall be entitled to enforce and/or pursue any claim for and on behalf of any one or more of the Third Party Beneficiaries (each a "Beneficiary Claim").
• ·b. The claims for any losses suffered by Third Party Beneficiaries arising under or in connection with this Agreement, to the extent permitted by law, shall be deemed to be losses suffered by Ramp. Ramp shall be entitled to claim the same directly against the Company as if the losses were their own on behalf of the respective Third Party Beneficiary. Any such losses shall not be deemed to be consequential or indirect or special merely as a result of being suffered by the respective Third Party Beneficiary.

11.1111.11 Acknowledgment of Good Commercial Practice and Fair Dealing

·Permanent link: 11.11 Acknowledgment of Good Commercial Practice and Fair Dealing

·Company acknowledges and confirms that it considers the data-related terms of this Agreement (including those concerning access, use, liability, and remedies) to be in accordance with good commercial practice and to reflect the principles of good faith and fair dealing. For the avoidance of doubt, and to the maximum extent permitted by applicable law, no additional obligation of good faith is implied in this Agreement.

11.1211.12 Switching Rights

·Permanent link: 11.12 Switching Rights

• ·a. If and to the extent that one or more of the Services fall within the scope of Chapter VI of the Data Act and Company wishes to initiate the process, in respect of exportable data and digital assets (as defined by the Data Act and falling within the scope of Chapter VI thereof) of Switching one or more of such Services (each such Service to be Switched, an "Affected Service", and such exportable data and digital assets related solely to the Affected Service, the "Switching Data") to a third-party service of the same type or porting Switching Data to On-Premises ICT Infrastructure ("Switching Process") or a request to delete Switching Data without Switching ("Erasure Process"), Company must provide written notice to Ramp at least two (2) months in advance of the target Switch date (the "Notice Period"). Such notice must include a description of the Switching Data subject to the Switching Process or Erasure Process, its intended destination (if the Switching Process is selected) and the desired timeline for the process, together with any other information reasonably requested by Ramp.
• ·b. Once the Notice Period has expired, the Switching Process shall be completed within thirty (30) days. Ramp and Company shall comply with the SaaS Agreement until the Switching Process is successfully completed or the Notice Period for an Erasure Process has expired.
• ·c. If Ramp determines that completion of the Switching Process within thirty (30) days is technically unfeasible, Ramp shall notify Company within fourteen (14) working days of receipt of the notice under Section 11.12a. In such an event, Ramp will provide the technical reasons for the delay and specify an alternative timeframe (the "Switching Period"). This alternative period shall not exceed seven (7) months from the date Ramp received the initial notice under Section 11.12a.
• ·d. Company may extend the Switching Period once for a period that Company reasonably considers more appropriate for its own purposes upon written notice to Ramp.
• ·e. During the Switching Process, Ramp shall comply with the obligations set out in Article 25(2)(a)(i) to (iv) of the Data Act and shall reasonably support the Company's exit strategy relevant to the Services. Ramp shall not be liable for any breach of the SaaS Agreement (or any other agreement) to the extent such breach is caused by the Switching Process.
• ·f. Company (i) shall provide Ramp with all information, assistance and support required for the Switching Process; (ii) shall use all reasonable endeavours to achieve successful Switching; (iii) is responsible for the import, implementation and configuration of Company Data into (as applicable) Company systems or into the systems of Company's new third party service provider; (iv) is solely responsible for ensuring that it has all necessary rights and permissions for Switching and porting customer Personal Data, including with respect to any third parties who may be impacted; and (v) shall notify Ramp on completion of the Switching Process.
• ·g. Company may access Switching Data to retrieve it for a period of thirty (30) days following the expiry of the Switching Period or Notice Period (the "Retrieval Period"). After the expiry of the Retrieval Period, Ramp shall erase all Switching Data, subject to applicable laws and successful completion of the Switching Process.
• ·h. Upon successful completion of the Switching Process, or expiry of the Notice Period for an Erasure Process: (i) if one or more Services remain activated following the Switching Process, this Agreement will be considered terminated solely with respect to the Affected Service, and (ii), if no remaining Services remain activated following the Switching Process, this Agreement will automatically terminate. Following such termination, Ramp will provide written notice of such termination to Company. Company and Ramp will comply with the SaaS Agreement until termination.

·The defined terms in Section 12 shall be supplemented as follows:

·"Data Act" means Regulation (EU) 2023/2854.

·"Gross negligence" means a serious disregard for, or an indifference to, an obvious risk.

·"On-Premises ICT Infrastructure" has the meaning given in Article 2 of the Data Act.

·"Switching" has the meaning given in Article 2 of the Data Act.

·Canada Regional Schedule

·Permanent link: Canada Regional Schedule

·This Canada Regional Schedule to the Ramp SaaS Agreement (this "Regional Schedule") applies where Company is domiciled in Canada and supplements and amends the SaaS Agreement as applied to Company. For all purposes of the Agreement, "Ramp" means Ramp Business Canada Corporation, and each reference to "Ramp" in the Agreement is deemed to refer to Ramp Business Canada Corporation, unless otherwise stated.

·Section 2.4 (Late Payment) of the SaaS Agreement is amended by replacing "1.5% per month" with "1.5% per month (18% per annum)".

·Section 4.2 (Feedback) of the SaaS Agreement is supplemented by adding the following:

·For greater certainty, the license granted in this Section does not apply to any Personal Data that may be contained in Feedback. Any Personal Data included in Feedback will be processed solely in accordance with Ramp's Privacy Policy and the DPA, and subject to applicable Canadian privacy legislation.

·Section 9 (Limitation of Liability) of the SaaS Agreement is amended, solely with respect to the liability caps set forth therein, by replacing all references to "$ (US Dollars)" with "CA$ (Canadian Dollars)" at the same numerical amounts. All other terms of Section 9 remain in full force and effect.

·Section 11.1 (Governing Law) of the SaaS Agreement is deleted in its entirety and replaced with the following:

11.111.1 Governing Law

·Permanent link: 11.1 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 Province of Ontario and the federal laws of Canada applicable therein, without reference to any choice-of-law or conflict-of-law provisions of any jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

·Section 11.2 (Dispute Resolution) of the SaaS Agreement is deleted in its entirety and replaced with the following:

11.211.2 Dispute Resolution and Arbitration

·Permanent link: 11.2 Dispute Resolution and Arbitration

·Ramp wants to address Company's concerns without the need for a formal legal dispute. Before filing any claim against the other (whether in court or arbitration), Company and Ramp agree to try to first resolve the Dispute informally. To initiate such informal Dispute resolution, the party seeking to have its claim resolved ("Notifying Party") will notify the other party ("Notified Party") of the actual or potential Dispute ("Notice of Dispute"). If Company is the Notifying Party, Company will notify Ramp by email addressed to legal@ramp.com. If Ramp is the Notifying Party, Ramp will provide Notice to Company as set out in the Agreement. The Notifying Party will include in its Notice of Dispute the name of each party, the Notifying Party's contact information for any communications relating to such Dispute, and sufficient details regarding such Dispute to enable the Notified Party to understand the basis of and evaluate the concerns raised. If the Notified Party responds to the Notifying Party within ten (10) Business Days after receiving the Notice of Dispute that it is ready and willing to engage in good faith discussions to informally resolve the Dispute, then each party shall promptly participate in such discussions in good faith.

·If, notwithstanding the Notifying Party's compliance with all of its obligations under the preceding paragraph, a Dispute is not resolved within thirty (30) days after the Notice of Dispute is sent (or if the Notified Party fails to timely respond as provided above), the Notifying Party may initiate a proceeding with respect to the subject Dispute as described below.

·Subject to the foregoing provisions regarding informal dispute resolution, each party to the Agreement agrees that any past, present, or future Dispute, including those arising under or relating to breach of the Agreement, or any other transaction or matter involving Company and Ramp, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, shall be settled by arbitration administered by the ADR Institute of Canada ("ADRIC") under its Arbitration Rules ("Rules"), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof, unless the Dispute is subject to the "Arbitration Exceptions" below.

·If either party brings an action or otherwise commences any proceeding in any court or administrative agency involving, with respect to, or relating to such a Dispute (other than for an Arbitration Exception), such court or agency shall (i) stay such action or proceeding pending arbitration thereof; and (ii) award the party seeking such stay all of its costs and expenses (including reasonable attorneys' fees) incurred in connection with such action or proceeding. Further, if either party to the Agreement purports to initiate arbitration with respect to any Dispute without first providing an applicable Notice of Dispute and otherwise complying with all of its obligations under the Agreement relating to the informal resolution of such Dispute, then, notwithstanding any other provision of the Agreement, the arbitrator(s) will promptly dismiss the claim(s) that is the subject of such Dispute and will award the other party all of its costs and expenses (including, without limitation, reasonable attorneys' fees) incurred in connection with such Dispute.

·Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. If the parties are unable to agree upon an arbitrator within fourteen (14) days of delivery of the Demand for Arbitration, then the ADRIC will appoint the arbitrator in accordance with the ADRIC Rules. The arbitrator(s) shall be authorized to award any remedies, including injunctive relief, that would be available in an individual lawsuit, subject to any effective and enforceable limitations of liability or exclusions of remedies set forth herein. Notwithstanding any language to the contrary in this paragraph, if a party seeks injunctive relief that would significantly impact other Ramp customers or users as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators. Each party shall select one arbitrator, and the two party-selected arbitrators shall select the third, who shall serve as chair of the arbitral panel. That chairperson shall be a retired judge or an attorney licensed to practice law and with experience arbitrating or mediating disputes. In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this Section shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may - if selected by either party or as the chair by the two party-selected arbitrators - participate in the arbitral panel. Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential.

·The arbitration will be held in English in the city of Toronto, province of Ontario, or, if Company or Ramp so elect, all proceedings can be conducted via videoconference, telephonically, or via other remote electronic means. If the value of the relief sought in arbitration is CA$100,000 or less, Company or Ramp may elect to have the arbitration based solely on written submissions, which election shall be binding, subject to the discretion of the arbitrator(s) to require an in-person hearing. Any such election by the petitioner must be made in or concurrently with the applicable Demand for Arbitration and any such election by the respondent must be made in or concurrently with the applicable answer.

·Filing costs and administrative fees shall be paid in accordance with the ADRIC Rules; provided that the prevailing party will be entitled to recover its reasonable attorneys' fees, expert witness fees, and out-of-pocket costs incurred in connection with the arbitration proceeding, in addition to any other relief it may be awarded. All provisions of the Agreement that relate to arbitration shall be construed under and be subject to the Ontario Arbitration Act, 1991, SO 1991, c 17, notwithstanding any other choice of law set out in the Agreement.

·Notwithstanding anything to the contrary in the Rules, the arbitration of any Dispute shall proceed on an individual basis and not as a class, group, or representative action (collectively, a "Class Action"). Further, neither Company nor Ramp may bring a claim as a part of a collective, coordinated, consolidated, or mass arbitration (each, a "Collective Arbitration"). Without limiting the generality of the foregoing, a claim to resolve any Dispute against Ramp will be deemed a Collective Arbitration if (i) two (2) or more similar claims for arbitration are filed concurrently by or on behalf of one or more claimants; and (ii) counsel for the claimants are the same, share fees, or coordinate across the arbitrations. "Concurrently" for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time.

·To the maximum extent permitted by applicable law, neither Company nor Ramp shall be entitled to consolidate, join, or coordinate Disputes subject to arbitration hereunder with any disputes or claims by or against other individuals or entities, or to arbitrate any Dispute in a representative capacity, including as a representative member of a class or in a private attorney general capacity. In connection with any Dispute that is subject to arbitration hereunder, any and all such rights are hereby expressly and unconditionally waived. Without limiting the foregoing, any challenge to the validity of this paragraph shall be determined exclusively by the arbitrator.

·Notwithstanding anything to the contrary herein, Company and Ramp each retain the right to bring either (i) an individual action in small claims court; or (ii) an individual debt collection action (the "Arbitration Exceptions"), even if the underlying Dispute is otherwise subject to arbitration hereunder. Either action may be brought in any court having jurisdiction.

·Except as otherwise required by applicable law or provided in the Agreement, if the agreement to arbitrate is found not to apply to Company or Company's Dispute, a judicial proceeding may only be brought in a court of competent jurisdiction in the city of Toronto, province of Ontario. Both Company and Ramp irrevocably consent to venue and personal jurisdiction there for any Dispute; provided that either party may bring any action to confirm an arbitral award in any court having jurisdiction.

·The existence of and all information regarding any Dispute that is subject to arbitration hereunder will be held in strict confidence by Company and Ramp and will not be disclosed by either party hereto except as reasonably necessary in connection with the conduct of the arbitration or the confirmation or enforcement of any arbitral award. Any such permitted disclosure will, to the maximum extent reasonably practicable, be made subject to obligations of confidentiality at least as stringent as the provisions of this paragraph. If any disclosure of information regarding any such Dispute is required under applicable law, the parties shall reasonably cooperate with one another to obtain protective orders or otherwise to preserve the confidentiality of such information.