Ramp Terms of Service
Last Updated: February 14, 2020
Welcome, and thank you for your interest in Aptiviti, Inc. ("Aptiviti", "we" or "us"), the Ramp mobile application (the "App"), and any related web sites, networks, embeddable widgets, downloadable software, other mobile applications (including tablet applications), and other services provided by us and on which a link to these Terms of Service is displayed (together with the App, our "Service"). These Terms of Service are a legally binding contract between you and Aptiviti regarding your use of the Service.
PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST COMPANY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
You acknowledge and agree that, as provided in greater detail in these Terms:
- you will not use the App in an illegal manner;
- Aptiviti is not liable for any disputes between users, or between users and third parties, arising from use of the App;
- the App is licensed, not sold to you, and that you may use the Service only as set forth in these Terms;
- your use of the Service may be subject to separate third party terms of service and fees, including, without limitation, the terms of service and data, SMS, MMS, and other fees of your mobile network operator (the "Carrier"), which are your sole responsibility;
- the Service is provided "as is" without warranties of any kind, and Aptiviti's liability to you is limited;
- access to certain features of the service may require access to your calendar;
- if you are using the App on an iOS-based device, you agree to and acknowledge Section 5(d)(i) (Special Terms Regarding Apple), below.
You confirm that you are not prohibited or limited in any way from using the Service by any contract (e.g., employment, consulting, confidentiality, or non-disclosure agreements), your current employer's policies or codes of conduct if you are employed, or any similar policies or obligations that limit your conduct in any way. Further, to the extent your ability to use the Service is limited in any way, you confirm that you have obtained all necessary consents or waivers (e.g., the consent of your employer, any company or organization for which you have consulted, or any affiliated academic or government organization) to use the Service. It is your responsibility to determine whether you are permitted to use the Service.
You must be at least eighteen (18) years of age to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with all applicable laws and regulations. If you are using the Service on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to these Terms and you agree to be bound by these Terms on behalf of that organization. Aptiviti may, in its sole discretion, refuse to offer the Service to any person or entity, and may change its eligibility criteria at any time.
Accounts and Registration
To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your e-mail address or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you must immediately notify us at firstname.lastname@example.org.
General Practices Regarding Use and Storage
You acknowledge that Aptiviti may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Aptiviti's servers on your behalf. You agree that Aptiviti has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Aptiviti reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Aptiviti reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
The terms of this Section 5 govern your acquisition and use of the App.
- Third Party Accounts. In order to download the App, you may be required by the third party who is distributing or providing you access to the App, such as Apple, Inc. (each, a "Distributor") to create an account. You are solely responsible for maintaining the security of any logins, passwords, or other credentials that you select or that are provided to you to access your account with any Distributor. Your use of any account with a Distributor is subject to any terms, conditions, and policies, including privacy policies, of that Distributor. Aptiviti is not responsible for any act or omission of any Distributor.
- License to the App. Subject to your complete and ongoing compliance with all the terms and conditions set forth in the Terms (including without limitation payment of any applicable fees and compliance with all license restrictions), Aptiviti grants you (1) a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use one copy of the App downloaded directly from Aptiviti or from a legitimate marketplace (such as Apple's iTunes store), solely in object code format and solely for lawful purposes, on a single compatible mobile device that you own or control; and (2) permission to access and use the Service, the use of a licensed copy of the App. You may not reproduce, distribute, publicly display, or publicly perform the App or any part of the Service. Except if, and solely to the extent that, such a restriction is impermissible under applicable law, you may not (a) decompile, reverse engineer, or otherwise access or attempt to access the source code for the App, or make or attempt to make any modification to or derivative work of the App; or (b) interfere with or circumvent any feature of the App, including without limitation any security or access control mechanism. You may not use the App or the Service for any purpose other than a purpose for which the App and the Service are expressly designed. The term App, as used herein, includes any update or modification to the App made available to you by Aptiviti (unless provided with separate terms). If you are prohibited under applicable law from using the App or the Service, you may not use them.
- Access to the App; Third Party Fees. Aptiviti does not provide you with the equipment to use the App. You are responsible for all fees charged by third parties to access and use the App (e.g., charges by mobile carriers). Without limiting the foregoing, you are solely responsible for the payment of all applicable fees associated with any Carrier service plan you use in connection with your use of the Service (such as voice, data, SMS, MMS, roaming, other applicable fees charged by the Carrier). By using the App, you agree that we may communicate with you by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the App may be communicated to us. Accordingly, you should use care in selecting a service plan offered by your Carrier. If your device is lost or stolen, you must notify Aptiviti immediately to suspend services.
- Third Party Distribution Channels. Aptiviti offers software applications that may be made available through the Apple App Store, Android Marketplace or other distribution channels ("Distribution Channels"). If you obtain such software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. These Terms of Service are between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third party products and services in connection with your use of our Services, you agree to comply with all applicable terms of any agreement for such third party products and services.
- Special Terms Regarding Apple. The following terms apply to you if you download the App for use on an iOS product:
- Your license to use the App is limited to a non-transferable license to use the App on an iOS product on any Apple-branded products that you own or control, as permitted by the usage rules set forth in the App Store Terms of Service. Your use of the App must at all times be in accordance with the Usage Rules set forth in the Apple, Inc. App Store Terms of Service, and you acknowledge that these Terms are between you and Aptiviti only, and not with Apple. Aptiviti, not Apple, is responsible for the App and the content thereof. You may not use the App in any manner that is in violation of or inconsistent with the Usage Rules set forth in, or that otherwise conflict with, the App Store Terms of Service. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the App to conform to any applicable warranty, then you may notify Apple and Apple will refund any applicable purchase price for the App to you, if any; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the App, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, which will be Aptiviti's sole responsibility, to the extent it cannot be disclaimed under applicable law. Aptiviti, and not Apple, is responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. As between Aptiviti and Apple, Aptiviti, not Apple is responsible for the investigation, defense, settlement and discharge of any third party claim that the App and/or your possession and use of the App infringe that third party's intellectual property rights. Apple, and Apple's subsidiaries, are third party beneficiaries of these Terms with respect to the App, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. If you have questions, complaints or claims with respect to the App, they should be directed to us at the contact information provided in Section 26 below.
- Special Terms Regarding Android. The following terms apply to you if you download the App for use on an Android product: The Google Play marketplace is owned and operated by Google Inc. Your use of Google Play is governed by a legal agreement between you and Google Inc. consisting of the Google Terms of Service (found at https://policies.google.com/terms) and the Google Play Terms of Service (found at https://play.google.com/intl/en-US_us/about/play-terms.html). Google Play is a "Service" as described in the Google Terms of Service. If there is any conflict between the Google Play Terms of Service and the Google Terms of Service, the Google Play Terms of Service shall prevail.
- Special Terms Regarding Apple. The following terms apply to you if you download the App for use on an iOS product:
Pricing and Payment
- General Terms. Information regarding the rates charged by the Service is available at FAQ. When you agree to a consultation in the Service, you will have the option to confirm whether you wish to initiate a consultation at that price. For all completed consultations, you agree to and will pay the hourly price agreed upon between the provider and the requester, as charged in one (1) second intervals, either in full or as modified by Aptiviti, plus a service charge as determined by the Service. Each time you complete a consultation on the Service, the amount of the transaction, including any applicable taxes and service charges, will be charged to the payment method associated with your App account. Following completion of the transaction, you will receive an email receipt to the email you provided. You authorize Aptiviti and its payments provider, as detailed below, to charge your chosen payment method for the full transaction amount each time a transaction on the Service is completed. You represent and warrant to Aptiviti that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. For detailed information on the amounts charged to your Ramp account, please log in to your account to see your "Payment History" tab in the "Banking" section of the in-app menu.
- Failure to Complete Transactions. Aptiviti is not responsible to a provider for any incomplete transaction, whether due to insufficient funds available on the requester's payment method, or for any other reason, though Aptiviti does reserve the right to suspend or terminate any user's access to the Service for failure to complete a payment.
- Payment Disputes and Refunds. You may dispute a transaction by clicking "Support" on the main screen or emailing us at email@example.com. This action will result in Aptiviti taking action to assist you in resolving the relevant payment dispute. Otherwise, you must notify Aptiviti in writing within thirty (30) days of the transaction you wish to dispute. Failure to so notify Aptiviti shall result in the waiver by you of any claim relating to such disputed payment. Payment shall be calculated solely based on records maintained by Aptiviti. If you believe there has been a billing or accounting error, please contact us at firstname.lastname@example.org. If Aptiviti determines, in Aptiviti's sole discretion, that you are entitled to a refund, you agree to accept credits to your Ramp account or to the payment method associated with your Ramp account.
- Stripe Additional Terms and Conditions. Payment processing services for users of the Service are provided by Stripe, and, where applicable, may include money transmission services pursuant to licenses held by Stripe. Payment processing services provided by Stripe are subject to the Stripe Connected Account Agreement, which includes the Stripe Services Agreement. By agreeing to these terms or continuing to operate as a user on the Service, you agree to be bound by the Stripe Connected Account Agreement and Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Aptiviti enabling payment processing services through Stripe, you agree to provide Aptiviti accurate and complete information about you and your business, and you authorize Aptiviti to share with Stripe this information and transaction information related to your use of the payment processing services provided by Stripe.
- User Content Generally. Certain features of the Service may permit users to upload content through or otherwise make available content to the Service, including messages, reviews, ratings, comments, feedback, photos, images, data, text, models and other types of works ("User Content"), and to publish such User Content on the Service. Subject to the rights granted to Aptiviti in these Terms, you retain copyright and any other proprietary rights that you may hold in the User Content that you post to the Service.
- Limited License Grant to Aptiviti. By making available User Content (other than Messages, which are defined and subject to the license below), you grant Aptiviti a worldwide, non-exclusive, transferrable, royalty-free, fully paid up, perpetual, irrevocable right and license (with the right to sublicense, indirectly and directly, through multiple tiers) to copy, host, store, transfer, display, upload, perform, reproduce, modify, distribute and otherwise use your User Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed) in connection with the operation of the Service or the promotion, advertising or marketing thereof. Aptiviti's use of your User Content may be without any compensation paid to you.
- Message. The Service may allow you to send messages ("Messages") to other users of the Service. You hereby grant Aptiviti an assignable, sublicensable, irrevocable license to reproduce and transmit your Messages in connection with facilitating transfer to the intended recipient through the Service and for such other purpose as Aptiviti may deem appropriate in its sole discretion.
- User Content Representations and Warranties You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting or publishing User Content, you affirm, represent, and warrant that:
- you are the creator and owner of, or have the necessary licenses, rights, consents, and permissions, to use and to authorize Aptiviti and other users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section 7 and in the manner contemplated by Aptiviti, the Service, and these Terms; and
- your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Aptiviti or its users to violate any law or regulation.
- User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. Aptiviti may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Service you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Aptiviti with respect to User Content. We expressly disclaim any and all liability in connection with User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Aptiviti takes action against copyright-infringing activities on the Service. You acknowledge and agree that Aptiviti may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Aptiviti, its users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
- Ratings. You acknowledge and agree that after using the Services, a user will be prompted by the App to provide a rating of you and, optionally, to provide comments or feedback about you. You shall provide your ratings and feedback in good faith. Aptiviti encourages each user to give objective, constructive and honest feedback about the other users with whom they have transacted. Aptiviti does not investigate any remarks posted by users for accuracy or reliability but may do so if a user requests that Aptiviti do so. Aptiviti reserves the right to edit or remove comments and ratings.
- Feedback Grant. If you provide Aptiviti any feedback, comments, or suggestions regarding the Service, including, without limitation, information regarding how to improve the Service or any other Aptiviti products or services ("Feedback"), you hereby assign to Aptiviti all right and title to such Feedback, without any additional compensation to you. You further acknowledge that, by accepting your Feedback, Aptiviti does not waive any rights to use similar or related ideas previously known to Aptiviti, or developed by its employees, or obtained from sources other than you.
Digital Milenium Copyright Act
- DMCA Notification We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the following address:Any such correspondence should include "DMCA Takedown Request" in the subject line. Further, any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:
- Aptiviti, Inc.
- Attn: Ramp
- 145 West 28th Street, 9th Floor
- New York, NY 10001
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
- a description of the copyright-protected work or other intellectual property right that you claim has been infringed;
- a description of the material that you claim is infringing and where it is located on the Service;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the use of those materials on the Service is not authorized by the copyright owner, its agent, or the law; and
- a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner, or you are authorized to act on the copyright or intellectual property owner's behalf.
- Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to our Designated Agent:
- your physical or electronic signature;
- identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
- a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
- your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located in New York, New York and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
- Repeat Infringers. Aptiviti will promptly terminate without notice the accounts of users that are determined by Aptiviti to be "repeat infringers". A repeat infringer is a user who has been notified of infringing activity or has had User Content removed from the Service at least twice.
- DMCA Notification We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the following address:
Guidelines and Prohibited Conduct
You will evaluate and bear all risks associated with reliance upon the accuracy, completeness, or usefulness of any materials made available through the Service, whether by Aptiviti or any user, including, without limitation, information obtained from a user, whether verbally or electronically. You are solely responsible for compliance with all applicable laws. Aptiviti is neither responsible nor liable for uses of the application that are not in compliance with applicable laws or that result in disputes with other users or third parties. Your use of the Service is at your sole risk. You must decline, or discontinue use of the Service if it presents a conflict of interest or would result in a violation of applicable law, these Terms, or your obligations to past or present employers or any other third party.
By using the Service, you agree not to:
- use the Service for any illegal purpose or in violation of any local, state, national, or international law, or any regulations having the force of law;
- further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
- violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
- post, upload, or distribute any User Content or other content that is (a) unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate; (b) poses or creates a privacy or security risk to any person; or (c) in the sole judgment of Aptiviti, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Aptiviti or its users to any harm or liability of any type;
- disclose material, nonpublic information about a public company;
- disclose any information that you have a duty to or have agreed to keep confidential (e.g., by agreement, employer policy, etc.);
- engage in any discussion or other activity if doing so would violate applicable law or any agreement with, or other obligation to, any employer, former employer, or other person or entity;
- give investment advice, including without limitation, rating or recommending any security, providing advice as to the value of any security, or providing any advice regarding the advisability of investing in, purchasing, or selling any security;
- interfere with security-related features of the Service, including by: (a) disabling or circumventing features that prevent or limit use or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
- interfere with the operation of the Service or any user's enjoyment of the Service, including by: (a) uploading or otherwise any disseminating virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Service, including any informational announcements, charity requests, and petitions for signatures; (c) attempting to collect, personal information about another user or third party without consent; (d) taking any action (directly or indirectly) that imposes or may impose (as determined by Aptiviti in its sole discretion) an unreasonable or disproportionately large load on Aptiviti's or its third party providers' infrastructure; or (e) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service, or violating any regulation, policy, or procedure of any network, equipment, or server; perform any fraudulent activity including impersonating any person or entity or claiming a false affiliation; misrepresenting the source, identity or content of information transmitted via the Service; accessing any other Service account without permission, or falsifying your age or date of birth;
- harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
- solicit personal information from anyone under the age of 18;
- sell or otherwise transfer the access granted under these Terms, or any right or ability to view, access, or use any Material; or
- attempt to do any of the acts described in this Section 9, or assist or permit any person in engaging in any of the acts described in this Section 9.
APTIVITI RESERVES THE RIGHT TO DISABLE ANY USER'S ACCESS TO ANY PART OF THE SERVICE, INCLUDING THE PROFILES OF OTHER USERS, AND TO TERMINATE ANY USER'S ACCOUNT, FOR ANY REASON AND WITHOUT ANY NOTICE.
Disputes between Users, or between Users and Third Parties
You agree that all disputes between you and any other user(s) of the Service, or between you and any third party, shall be resolved between you and such other user(s) or third parties directly. You are solely responsible for your interactions with other users of the Service, and with third parties during your use of the Service. By using the Service, you do not surrender any of the rights or causes of action you may have against any other user(s) of the Service; provided, however, that any disputes you have with Aptiviti are subject to Section 21 (Dispute Resolution and Arbitration). Aptiviti, including all Aptiviti employees, representatives, and agents, are not parties to, make no representations or warranties as to, and have no responsibility or liability with respect to, any communications, transactions, interactions, disputes or any relations whatsoever between users, or between users and third parties. Notwithstanding the foregoing, Aptiviti reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.
Third-Party Services and Linked Websites
Aptiviti may provide tools through the Service that enable you to export information, including User Content, to third party services, including through features that allow you to link your account on the Service with an account on the third party service, such as LinkedIn or Facebook. By using one of these tools, you agree that we may transfer that information to the applicable third-party service. Third party services are not under our control, and we are not responsible for any third party service's use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under our control, and we are not responsible for their content.
Termination of Use; Discontinuation and Modification of the Service
If you violate any provision of these Terms, your permission from us to use the Service will terminate automatically. In addition, Aptiviti may in its sole discretion terminate your user account on the Service or suspend or terminate your access to the Service at any time, with or without notice. We also reserve the right to modify, update, or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service) with or without notice to you. Should Aptiviti update the Service, you consent to automatic updating on your device, and agree that the terms and conditions of this Agreement will apply to all such updates. Aptiviti will have no liability whatsoever on account of any change to the Service or any suspension or termination of your access to or use of the Service. You may terminate your account at any time by contacting customer service at email@example.com. If you terminate your account, you remain obligated to pay all outstanding fees, if any, relating to your use of the Service incurred prior to termination.
- Additional Terms Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the "Additional Terms"), such as end-user license agreements for any downloadable software applications, or rules that applicable to a particular feature or content on the Service, subject to Section 14 below. All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
Modification of these Terms
We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. In the event that a change to these Terms materially modifies your rights or obligations, we will make reasonable efforts to notify you of such change. For example, we may provide notice through a pop-up or banner within the Service, by sending an email to any address you may have used to register for an account, or through other similar mechanisms. Additionally, if the changed Terms materially modify your rights or obligations, we may require you to provide consent by accepting the changed Terms. If we require your acceptance of the changed Terms, changes are effective only after your acceptance. If you do not accept the changed Terms, we may terminate your access to and use of the Service. All other changes are effective upon publication of the changed Terms. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
Ownership; Proprietary Rights
The Service is owned and operated by Aptiviti. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service ("Materials") provided by Aptiviti are protected by intellectual property and other laws. All Materials contained in the Service are the property of Aptiviti or our third-party licensors. Except as expressly authorized by Aptiviti, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Materials, in whole or in part, except that the foregoing does not apply to your own User Content that you legally upload to the Service. Except as expressly authorized by Aptiviti, you may not make use modify, copy, frame, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Materials, in whole or in part, except that the foregoing does not apply to your own User Content that you legally upload to the Service. In connection with your use of the Service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Aptiviti from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Service or the Materials other than as specifically authorized herein is strictly prohibited. Aptiviti reserves all rights not granted expressly in these Terms.
You agree that you will be responsible for your use of the Service, and you agree to defend and indemnify Aptiviti and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the "Aptiviti Entities") from and against every claim, liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Service; (b) your User Content; (c) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (d) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (e) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
Disclaimers; No Warranties
THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE APTIVITI ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE APTIVITI ENTITIES DO NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL (W) MEET YOUR REQUIREMENTS, (X) BE UNINTERRUPTED, TIMELY, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED, (Y) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (Z) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE APTIVITI ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE, YOUR DEALING WITH ANY OTHER SERVICE USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.
THERE ARE RISKS THAT YOU ASSUME WHEN DEALING WITH OTHER USERS (INCLUDING THOSE WHO MAY BE ACTING UNDER FALSE PRETENSES). YOU AGREE THAT ALL OF THESE RISKS ARE BORNE BY YOU AND NOT BY APTIVITI. APTIVITI IS NOT RESPONSIBLE FOR THE BEHAVIOR OF INDIVIDUALS WHO HOLD THEMSELVES OUT AS EXPERTS IN CONNECTION WITH THE SERVICE, OR THE EFFECTIVENESS OF THEIR SERVICES. APTIVITI HAS NOT VETTED AND DOES NOT CONTROL USERS OR THE INFORMATION OR OTHER CONTENT THEY MAY MAKE AVAILABLE THROUGH THE SERVICE. AS A RESULT, APTIVITI DOES NOT GUARANTEE OR ENDORSE THE AUTHENTICITY, QUALITY, SAFETY, OR LEGALITY OF ANY TRANSACTIONS. ADDITIONALLY, APTIVITI DOES NOT GUARANTEE THE ABILITY OR INTENT OF USERS TO FULFILL THEIR OBLIGATIONS IN ANY TRANSACTIONS. FOR EVERY TRANSACTION THAT IS COMMENCED THROUGH THE SERVICE, YOU MUST MAKE YOUR OWN INDEPENDENT DETERMINATION REGARDING THE STATEMENTS OR THE REPRESENTATIONS OF THE USER'S OR USERS' ABILITY TO DELIVER ANY SERVICES THEY PURPORT TO OFFER. PLEASE USE CAUTION AND COMMON SENSE WHEN DEALING WITH OTHER USERS OR OTHERWISE USING THE SERVICE.
SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
Limitation of Liability
IN NO EVENT WILL THE APTIVITI ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO (A) YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (D) ANY OTHER MATTER RELATING TO THE SERVICE, IN EACH CASE WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY APTIVITI ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
YOU AGREE THAT THE AGGREGATE LIABILITY OF THE APTIVITI ENTITIES TO YOU IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO APTIVITI FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE CLAIM; OR (B) $100.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 18 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED "DISCLAIMERS; NO WARRANTIES" AND "LIMITATION OF LIABILITY" ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
These Terms are governed by the laws of the State of New York without regard to conflict of law principles. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Aptiviti agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New York County, New York. We operate the Service from our offices in New York, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
These Terms are the entire and exclusive understanding and agreement between you and Aptiviti regarding your use of the Service, superseding any prior agreements between you and Aptiviti with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. Except as expressly permitted above, these Terms may be amended only by a written agreement signed by authorized representatives of all parties to these Terms. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Upon termination of these Terms, any provision that by its nature or express terms should survive, will survive, including Sections 2, and 4 through 27.
Dispute Resolution and Arbitration
(PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.)
- Generally. This Dispute Resolution and Arbitration section is referred to in these Terms as the "Arbitration Agreement." In the interest of resolving disputes between you and Aptiviti in the most expedient and cost effective manner, you and Aptiviti agree that every dispute arising in connection with these Terms, the Services, any advertising, any aspect of the relationship or transactions between us will be resolved exclusively by final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND APTIVITI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
- Exceptions. Despite the provisions of Section 21(a), we both agree that nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either of us to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.
- Arbitration Procedures. Any arbitration between you and Aptiviti will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at http://www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Aptiviti. Information about the AAA Rules and fees for consumer disputes can be found at the AAA's consumer arbitration page, http://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
- Notice; Process Aptiviti is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer's satisfaction by emailing customer support at firstname.lastname@example.org. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or if we do not have a physical address on file for you, by electronic mail ("Notice"). Aptiviti's address for Notice is: [Aptiviti, Inc.: Attn: Ramp, 145 West 28th Street 9th Floor, New York, NY 10001] The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). The parties agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 60 days after the Notice is received, you or Aptiviti may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Aptiviti must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.
- Fees. Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, Aptiviti will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Aptiviti will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Aptiviti will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys' fees will be governed by the AAA Rules.
Unless Aptiviti and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Aptiviti agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
- No Class Actions. YOU AND APTIVITI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND APTIVITI AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
- Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
- Modifications. Notwithstanding any provision in these Terms to the contrary, if Aptiviti makes any future change to this Arbitration Agreement (other than a change to Aptiviti's address for Notice) while you are a user of the Services, you may reject the change by sending us written notice within 30 days of the change to Aptiviti's address for Notice, in which case your account with Aptiviti will be immediately terminated and this Arbitration Agreement, as in effect immediately prior to the amendments you reject, will survive.
- Enforceability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than Section 21(f) above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If Section 21(f) is found to be unenforceable, then the entirety of this Section 21 will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief the remainder of these Terms will continue to apply.
Consent to Electronic Communications
Special Notice for International Use; Export Controls
Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content.
Open Source Software
The App may include open source software or third party software. Any such software is made available to you under the terms of the applicable licenses, which can be found at https://ramp.plus/oss-notice and/or in the software documentation or the applicable help, notices, about or source files. Copyright to such software is held by the respective copyright holders.
Notice for California Users
Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us the mailing address and phone number included Section 26 below.
The Service is offered by Aptiviti, Inc., located at [Aptiviti, Inc.: Attn: Ramp, 145 West 28th Street 9th Floor, New York, NY 10001. (646) 403 3779]. You may contact us by sending correspondence to that address or by emailing us at email@example.com.
Obtaining a Copy of These Terms
You may have these Terms mailed to you electronically by sending an email to the address in Section 26 with your electronic mail address and a request for a copy of these Terms.