OnRamp SAAS Terms & Conditions

These OnRamp SaaS Terms and Conditions (the “Terms and Conditions”) become effective as of the date (the “Effective Date”) when you (“you” or “Customer”) enter into an Order Form with OnRamp Technology, Inc., (“OnRamp” or “Company”) for the access and use of OnRamp’s proprietary customer onboarding platform. Each of Company and Customer may be referred to as a “Party” herein and together as the “Parties.” By indicating acceptance of these Terms and Conditions or by otherwise using the Services (as defined in Section 1), you are entering into a legally binding agreement with OnRamp (and you hereby represent that you are of legal age, and are otherwise fully able and competent, to enter into a binding agreement).  If you are using the Service on behalf of an organization, you represent that you have the right to bind such organization to these Terms and Conditions, the applicable Order Form(s) and all exhibits or other attachments thereto (collectively, the “Agreement”), and the terms “Customer” and “you” will include both you, the individual user, and such organization.  If you do not agree to these Terms and Conditions, you must not use the Services.

THIS AGREEMENT CREATES A BINDING LEGAL AGREEMENT BETWEEN YOU AND ONRAMP, AND INCLUDES AN ARBITRATION CLAUSE UNDER WHICH CERTAIN CLAIMS MAY NOT BE BROUGHT IN COURT OR DECIDED BY A JURY. PLEASE READ THIS AGREEMENT CAREFULLY.

1. DEFINITIONS

In this Agreement, the following terms shall have the following definitions:

Affiliate shall mean any entity directly or indirectly controlled by, controlling, or under common control with a Party, where “control” means direct or indirect possession of a majority of the voting stock or other voting ownership interests in the entity;

Customer Content shall mean any data, content, information or materials (and any updates thereto) provided to Company by Customer pursuant to this Agreement;

Order Form (“Order Form”) shall mean an Order Form signed by the Parties which details any Services to be rendered by OnRamp or its authorized third party providers (if applicable) to Customer. This Agreement shall govern any Order Form;

Product shall mean Company’s customer onboarding platform, software product, applications, equipment and/or any deliverables identified in an Order Form;

Subscription Fee shall mean the fees set out in the applicable Order Form;

Subscription Period shall mean the time period during which Customer shall have access to and the right to use the Services, as set forth in the applicable Order Form;

Service(s) shall mean the remote access to the Product for the Subscription Period specified in the applicable Order Form. Services may also include any professional services ordered under an Order Form; and

User shall mean one of Customer’s (or Customer’s customer’s) employees, representatives, consultants, contractors or agents and other persons expressly permitted by Customer to use the Service who have been supplied User identifications by Customer (or by Company at Customer’s request).

2. SAAS SERVICES AND SUPPORT

• 2.1 In consideration for the payment of the Subscription Fees, Company hereby grants Customer a limited, non-transferable and non-exclusive license to remotely access and use the Product through the Service solely for its internal business use and only during the Subscription Period.
• 2.2 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services.
• 2.3 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company’s standard practice.

3. RESTRICTIONS AND CUSTOMER’S OBLIGATIONS

• 3.1 Customer shall not, directly or indirectly: (a) sell, lease, license or sublicense the Services; (b) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services; (c) modify, change, alter, translate, or create derivative works from the Services or any software, documentation, or data included in the Services (except to the extent expressly permitted by Company or authorized within the Services); (d) use the Services or any software, documentation, or data related to the Services for timesharing or service bureau purposes or otherwise for the benefit of a third; (e) provide, disclose, divulge or make available to, or permit use of the Services by, any third party; (f) copy or reproduce all or any part of the Services (except as expressly provided for herein); (g) knowingly interfere, or attempt to interfere, with the Services in any way; (h) engage in any fraudulent, illegal or unauthorized use of the Services; (i) knowingly introduce into or transmit through the Services any virus, worm, trap door, back door, timer, clock, counter or other limiting routine, instruction or design;  (j) remove, obscure or alter any copyright notice, trademarks or other proprietary rights notices affixed to or contained within the Services; or (k) engage in or allow any action involving the Services that is inconsistent with the terms and conditions of this Agreement.
• 3.2 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect and all applicable laws and regulations.  Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
• 3.3 Company reserves the right to establish, and revise from time to time, reasonable policies and procedures regarding its Services. Customer agrees to comply with such policies and procedures which have been communicated to Customer.
• 3.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

4. CONFIDENTIALITY; PROPRIETARY RIGHTS

• 4.1 Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).  Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service.  Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person (except that Company may disclose Proprietary Information to its service providers who have a need to know such information and who agree to comply with these restrictions) any such Proprietary Information.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it without restriction prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Notwithstanding the foregoing, each Party may disclose Proprietary Information of the other Party as required to be disclosed by law.  
• 4.2 Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with implementation services or support, (c) any feedback, suggestions, or ideas provided by Customer regarding the Services (by way of example, Company may incorporate any such feedback, suggestion or idea into subsequent versions of the Services or into a new Company product offering without any obligation or compensation to Customer), and (d) all intellectual property rights related to any of the foregoing.    
• 4.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate and anonymized or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

5. PAYMENT OF FEES

• 5.1 Customer will pay Company the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”).
• 5.2 Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email).
• 5.3 If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 30 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.  Inquiries should be directed to Company’s customer support department.
• 5.4 All payments to Company under this Agreement do not include, and the Customer shall be responsible for, all applicable sales, use, goods and services, value added or other taxes, levies, imposts, duties, fees, assessments or charges of whatever nature, including any interest, penalty, or addition thereto (collectively, "Taxes") arising from this Agreement (excluding, however, taxes based on Company’s gross or net income).  Customer shall pay all such Taxes when due and will, at its own expense, file all necessary tax returns and other documentation with respect to all such Taxes.
• 5.5 Customer is responsible for maintaining complete and accurate billing and contact information with Company. Payments shall be made either through automated clearing house (ACH) transfers from Customer’s account directly to Company, credit card authorization, or if agreed to by both parties, by invoice. Unless otherwise agreed by the parties, invoices shall be due within thirty (30) days after date of invoice. Unless otherwise agreed by the Parties, Customer agrees to execute and deliver to Company an authorization agreement for direct payments whereby Company shall be irrevocably authorized to initiate ACH transfers from Customer’s account to Company, or to charge Customer’s credit card, in the amounts required under this Agreement. Customer agrees to undertake any and all required actions, execute any required documents, instruments or agreements, or to otherwise take any action in order to effectuate the requirements of this Section 5.5. If Customer’s ACH transfer or credit card charge fails for any reason, Customer shall be responsible for ensuring timely payment to Company. If a duly agreed and invoiced fee or expense remains unpaid by Customer thirty (30) days after a written reminder from Company, Company reserves the right without prejudice to any other right or remedy to suspend the Services until the payment is made and to charge interest from the due date at the lesser of the rate of one and one-half (1.5%) percent per month or the maximum permitted by law. All costs of collection, including reasonable attorney’s fees, shall be paid by Customer.

6. TERM AND TERMINATION

• 6.1 The Agreement shall become effective once duly signed by both Parties and shall continue in effect for the Subscription Period set forth in the applicable Order Form. Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the applicable Order Form, and, unless otherwise specified in the applicable Order Form, shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either Party requests termination at least thirty (30) days prior to the end of the then-current term.
• 6.2 In addition to any other remedies it may have, either Party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other Party materially breaches any of the terms or conditions of this Agreement.  Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data.
• 6.3 Upon termination or expiration of this Agreement, Customer shall immediately cease all use of the Services. The expiration or termination of this Agreement for any reason shall not relieve Customer of its obligation to pay any amounts due and owing prior to the date of expiration or termination and shall not affect any other rights or liabilities of the Parties which may have accrued prior to the date of expiration or termination.
• 6.4 All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

7. DISCLAIMER

Each Party warrants to the other that (a) it has the legal right to enter into this Agreement; and (b) it will comply with all applicable laws, regulations and other legal requirements applicable to its provision or use of the Services.

Company warrants that the Service will be provided with reasonable skill and care.

COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THE APPLICABLE ORDER FORM, COMPANY DOES NOT WARRANT THAT ANY SERVICES WILL (A) MEET CUSTOMER’S REQUIREMENTS, (B) OPERATE IN COMBINATION WITH HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT EXPRESSLY SPECIFIED IN WRITING BY COMPANY, (C) MEET ANY PERFORMANCE LEVEL, RESOURCE UTILIZATION, RESPONSE TIME, OR SYSTEM OVERHEAD REQUIREMENTS, OR (D) OPERATE UNINTERRUPTED, FREE OF ERRORS, OR WITHOUT DELAY.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

• 8.1 Customer shall defend, indemnify and hold harmless Company and its directors, officers, employees, agents and providers (“Company Indemnified Parties”) from and against any third party claims, actions, proceedings, demands, lawsuits, damages, liabilities and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Claims”) to the extent arising out of or related to Customer’s breach of this Agreement or use of the Services.  Company reserves the right to assume the sole control of the defense and settlement of any Claim for which Customer is obliged to indemnify Company.  Customer agrees to cooperate with Company with respect to such defense and settlement.
• 8.2 As conditions of the indemnification obligation in Section 8.1 above: (a) the applicable Company Indemnified Party will provide Customer with prompt written notice of any Claim for which indemnification is sought (provided that failure to so notify will not remove Customer’s indemnification obligations except to the extent it is prejudiced thereby), (b) Company will permit Customer to control the defense and settlement of such Claim (provided that Company may participate using counsel of its own choosing, at its own expense), and (c) Company will reasonably cooperate with Customer in connection with Customer’s evaluation, defense and settlement of such Claim.  Customer shall not settle or compromise any such Claim or consent to the entry of any judgment without the prior written consent of Company, which shall not be unreasonably withheld.
• 8.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OR DEATH OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

No actions, regardless of form, arising out of this Agreement may be brought by Customer more than two (2) years after the cause of action became known to Customer.

9. GENERAL TERMS

• 9.1 Notices.  Any notice required or permitted to be given to a Party hereunder shall be made in writing and shall be sufficiently given if personally delivered, sent by reputable overnight courier with established tracking capability, transmitted by facsimile or e-mail, or sent by certified mail, return receipt requested, addressed to the signatory of this Agreement for the Party required or entitled to receive such notice at the address for such Party set forth in the applicable Order Form, or to such other person or at such other address as the Party may specify by written notice to the other Party in accordance with this sentence.  Notices sent in accordance with the immediately preceding sentence shall be deemed to have been given or made on the earlier of (a) the date of actual receipt, as demonstrated by the tracking records of the applicable delivery or courier service or by the certified mail return receipt, (b) on the second business day after they are sent by courier service, (c) when receipt is electronically confirmed, or (d) on the fifth business day after they are sent by certified mail, return receipt requested.
• 9.2 Publicity. During the term of this Agreement, Customer grants Company the right (i) to use Customer’s logo and name on Company’s website and/or customer lists; and (ii) only with Customer’s prior written approval, to issue a press release announcing the Customer relationship and identifying the type of Services purchased by Customer.
• 9.3 Entire Agreement.  This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written or oral understandings, agreements and communications between them with respect to such subject matter.
• 9.4 Assignment.  Customer shall not transfer, assign, or sublicense its rights or obligations under this Agreement without the prior written consent of Company (not to be unreasonably withheld). Company may transfer, assign, or subcontract its obligations under, this Agreement in whole or in part to any Affiliate or to any third party without such consent. Any attempted assignment or transfer by Customer without Company’s written consent shall be void and shall automatically terminate all rights and licenses of Customer under this Agreement.  This Agreement shall be binding upon, and inure to the benefit of, Company and Customer and their respective legal representatives, successors and permitted assigns.
• 9.5 Amendment; Non-Waiver.  Company reserves the right to modify the Services at any time, without notice to Customer.  Company may also from time to time amend this Agreement prospectively.  If Company does so, Company will notify Customer by posting on the Services.  Customer’s continued use of the Services constitutes Customer’s agreement to the amended Agreement.  If Customer does not agree to any amended Agreement published by Company, Customer must terminate this Agreement and cease using the Services. The failure or delay of a Party to enforce or require performance of any provision of this Agreement shall not in any manner affect that Party’s right to later enforce or require performance of such provision or be construed to be a waiver thereof.  A waiver by either of the Parties hereto of any provision of this Agreement shall not be construed to be a waiver of any succeeding breach thereof or of any other provision contained herein.
• 9.6 Force Majeure.  Company shall not be liable for, and shall be excused from, any failure of or delay in performance directly or indirectly caused by events and factors beyond Company’s reasonable control, including, without limitation, (a) acts of, defaults of or delays by Customer, its employees, consultants, subcontractors, business partners, trading partners, service providers or agents, (b) causes beyond the control of Company, including, without limitation, acts of God, acts of the public enemy, acts of a government authority, agency or body, or (c) fire, floods, epidemics, quarantine restrictions, strikes, civil commotions, embargoes, or any unusually severe weather conditions.
• 9.7 Costs and Attorney’s Fees.  In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.    
• 9.8 Choice of Law; Dispute Resolution.  This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of The State of Delaware without regard to its principles of conflicts of laws.  Any disputes arising out of or relating to the Services or this Agreement (including the validity and scope of the Agreement to arbitrate) shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under the Federal Arbitration Act, and shall be conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by the AAA. The arbitration shall be held in Boston, Massachusetts, unless the AAA or the arbitrator shall determine that venue in such city is unreasonably burdensome, in which case the AAA or the arbitrator shall select a venue that is not unreasonably burdensome to both parties.  The arbitrator may render early or summary disposition of some or all issues, after the parties have had a reasonable opportunity to make submissions on these issues.  At Company’s option, this provision shall not apply to claims of patent, trademark, or copyright infringement or misappropriation of trade secrets (collectively, “IP Claims”).  Any arbitration shall not permit claims on a class, mass, representative, or private attorney general basis, and no claims of other parties may be consolidated with Customer’s  claims in the arbitration without both Customer’s and Company’s consent.  Each party waives its rights to have its case decided by a jury and to participate in a class, mass, representative, private attorney general, or consolidated action.  If any part of this clause is later deemed invalid as a matter of law, then it shall be severed and the remaining portions of this section shall remain in effect, then this entire section shall be deemed invalid and the arbitration clause shall be void. Customer acknowledges that its breach of any intellectual property or confidentiality provisions herein (including any limitations or restrictions on use of the Service) will cause substantial harm to Company that could not be remedied by payment of damages alone. Accordingly, Company will be entitled to seek preliminary, temporary and permanent injunctive relief, and other equitable relief, for any such breach, without any requirement to post bond, in any court of competent jurisdiction.
• 9.9 No Solicitation. The Customer and its Affiliates, shall not, during the Subscription Period and continuing for a period of one (1) year following termination of this Agreement, either directly or indirectly solicit the employment nor hire any (i) current employee of Company and of its Affiliates; or (ii) any person who was an employee of Company or of its Affiliates within the immediately preceding twelve (12) month period.
• 9.10 Independent Contractors.  The relationship of Company and Customer hereunder at all times shall be solely that of independent contractors with respect to all matters arising under this Agreement.  Nothing herein shall be deemed to establish a relationship of partnership, joint venture or employment between the Parties.  
• 9.11 Severability.  If any provision of this Agreement is determined to be invalid, illegal or otherwise unenforceable, then such provision will instead be construed to give effect to its intent to the maximum extent possible, and the validity, legality and enforceability of the other provisions of this Agreement shall not be affected thereby.  If after application of the immediately preceding sentence any provision of this Agreement is determined to be invalid, illegal or unenforceable, such provision shall be severed, and after any such severance, all other provisions hereof shall remain in full force and effect.
• 9.12 Reference. Customer agrees to reasonably cooperate with Company to serve as a reference account upon request.
• 9.13 No Entity Creation. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.