SaaS Agreement

·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.