Ramp Network
Widget Partnership Agreement

About us.

We’re Ramp Network and we provide an SDK which enables you to embed the Ramp Network Widget into your website or app, enabling your end users to seamlessly exchange Fiat for Digital Assets and Digital Assets for Fiat within your website or app. Our Services include both on-ramp and off-ramp services. For more information on Ramp Network, please see our website: https://ramp.network/.
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Our Agreement

The Widget Partnership Agreement and Ramp Network Widget Order Form make up our Agreement. The Agreement terminates immediately upon your failure to pass the Ramp Network Due Diligence Review. You agree to arbitrate any dispute relating to this Agreement and acknowledge that you waive your right to a judge or jury in a court proceeding.

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Fees

The Order Form will set the financial terms of using the Ramp Network Widdget by you. You may charge your End Users an additional ‘fee on top’ to use the Ramp Network Widget in your website or app. We cannot offer any ‘fee on top’ payments if you are incorporated or registered in the UK unless you are registered under the MLRs. If you decide to run a ‘Zero Fee’ campaign for your End Users you may be responsible for paying us all fees that would have been chargeable to your End Users if the Order Form indicates differently. We can neither enable a ‘Zero Fee” campaign in the United Kingdom nor offer such campaigns to End Users based in the United Kingdom.

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Obligations

To use the Ramp Network Widget, you will need to fulfill a number of obligations including complying with all applicable laws and regulations, informing us of any changes in your  business model, and providing information as needed to us for compliance purposes. 

You agree that you will promptly collaborate with Ramp Network to the extent we request that you provide additional information consistent with our legal obligations. You will use commercially reasonable efforts to respond to our request for additional information no later than 72 hours after receipt of the request. Non-responsiveness to requests for information regarding compliance requirements will be deemed a material breach of this Agreement.

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Licence

The Agreement grants you a limited, non-exclusive, non-transferable, non-sublicensable right and licence to access and use the Ramp Network Widget for the duration of the term of the Agreement.

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Promotional Activity 

You agree not to engage in any form of marketing or promotional activity that relates to the Ramp Network Services without prior written approval of any such marketing or promotional activity by Ramp Network.

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Support

You can check out our FAQs page here. For anything else, we’re here to help - just drop us a line at support@ramp.network.

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Welcome to Ramp Network!

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1. Definitions

Capitalised terms shall have the meanings assigned to them in this Agreement unless the context requires otherwise.

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“Affiliate” means an entity that owns or controls, is owned or controlled by, or is or under common control or ownership with a party, where control is defined as the direct or indirect power to direct or cause the direction of the management and policies of such party, whether through ownership of voting securities, by contract, or otherwise.

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“Digital Asset” means a digital representation of value in which encryption techniques are used to regulate the generation of digital units and verify the transfer of assets, operating independently from a central bank.

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“Fiat” when used in reference to money or currency, means the coin and paper money of a country that is designated as legal tender, circulates, and is customarily used and accepted as a medium of exchange in the country of issuance.

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“Due Diligence Review” means our data gathering process for purposes of regulatory compliance. This includes, but is not limited to, Anti-Money Laundering  and Know-Your-Customer data gathering for purposes of complying with applicable laws.

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“Wallet Address” means an on-blockchain virtual address in which Digital Assets can be held and transferred.

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‍2. About us

Background. We’re Ramp Network (“Ramp Network”, “we”, “us”,or “our”) and we and our Affiliates provide the Widget SDK (the “Widget”). You (“Integrator”, “you”, or “your”) wish to integrate the Widget into your website or app to allow your users to exchange Fiat currency for Digital Assets directly from within your website or app (the “Services”).

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‍Our Agreement. This Widget Agreement (the “Agreement”) sets out the terms on which we agree to make the Widget available to you. This Agreement, together with the Widget Order Form (the “Order Form”) where applicable, make up our entire agreement with you. Anything not defined in this Agreement is defined in the Order Form  and in the event of conflict, the Order Form takes priority.

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‍Ramp Network entity. The Ramp Network entity entering this Agreement is the same as the entity you’ve entered into the Order Form with. If the Order Form isn’t  applicable, you’re entering into this Agreement with:

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• If you’re based in the United States: Ramp Swaps LLC, a U.S. limited liability company, with its registered office address 8 The Green, STE B, Dover, County of Kent, DE 19901.
• If you’re based in Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, Germany, Greece, Hungary, Ireland, Latvia, Lithuania, Luxembourg, Malta, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, Iceland, Liechtenstein, Norway: Ramp Swaps (Ireland) Ltd, a company incorporated in Ireland under company number 739533 with its registered office at 6th Floor, 2 Grand Canal Square, Dublin 2, D02 A342 Ireland.
• If you’re based anywhere else: Ramp Swaps Ltd, a company incorporated in England and Wales under company number 11850124 with its registered office at Fourth Floor, Verse Building, 18 Brunswick Place, London N1 6DZ.

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Updates. We may change these Terms to make updates to our services, our fee structures, or for legal or regulatory reasons. For significant updates, we’ll let you know in advance. For everything else, the changes will take effect as soon as they’re posted on our website. If you continue to make use of the Widget after these updates, you agree to the updated Terms.
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3. Licence

‍Licence. Subject to your compliance with the Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right and licence to access and use the Widget for the duration of the Term (defined in Section 7 of this Agreement) (the “Licence”). For purposes of clarity,  the Integrator does not in any way take part in the process of exchanging Fiat currency for Digital Assets. The exchange process is provided by Ramp Network and/or its Affiliates.

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‍Licence restrictions. The Licence is exclusive to you unless specified otherwise in a separate agreement. In relation to the Widget or any component part of it, you must not:‍

• copy, modify, alter, create derivative works, reverse engineer, decompile, or disassemble it,
• transfer, assign, sublicence, rent, host or lease it,
• remove any trademark, copyright, trade secret or proprietary notices on it or the documentation we provide to you,
• disclose the results of any performance, functional or other evaluation relating to it to any third party, or
• use it for anything unlawful, criminal or fraudulent.

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4. Your obligations

Due Diligence Review. After execution of this Agreement, you agree to provide us with all information we require to carry out our due diligence checks in order for us to complete the Due Diligence Review. We’re not obliged to provide you with access to or use of the Widget if you don’t provide us with the information we ask for or don’t pass our review. This review may include Anti-Money Laundering and Know-Your-Customer data gathering for purposes of complying with applicable laws. We will ask you to participate in the initial Due Diligence review and periodic reviews. Failure to pass the Due Diligence Review shall act as a material breach of this Agreement and shall terminate the Agreement immediately upon written notice to you.

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‍End Users. Use of the Widget by the end users of your website or app (the “End Users”) is governed by our End User Terms of Service (the “End User Terms”), applicable to the jurisdiction of the End User. You must ensure End Users comply with the End User Terms. If they don’t, you’re liable for any harm or loss, whether directly or indirectly, that we suffer as a result, regardless of whether the harm or loss was foreseeable.

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‍Representations and warranties. You represent and warrant to us when you enter the Agreement and on an ongoing basis that:‍

• any and all information you provide to us is true and accurate, including about the Integrator Services (set out in the Order Form  or as otherwise mutually agreed in writing),
• you comply with all applicable laws and regulations,
• you will inform us of any changes in the Integrator business model which could impact the Widget and our reputation within 30 days of such changes being made,  
• you’re not prevented by law or regulation from using the Widget in your jurisdiction,
• you won’t use the Widget to do anything that violates any law or regulation,
• neither you nor any of your personnel are sanctioned or operating in countries or regions sanctioned by the US, UK or EU- currently, such places include, but are not necessarily limited to, the countries of Iran, North Korea, Sudan, South Sudan, Syria, Cuba and Russia - and you are aware that pursuant to the economic sanctions programs administered in the countries where we conduct business our policies  are designed to comply with these sanctions programs and we may terminate this Agreement for compliance purposes, and
• you will not engage in any activity, directly or indirectly, that would cause us to be in violation of any laws, rules, and regulations applicable to you and us, including but not limited to (i) any applicable laws designed to fight the funding of terrorism and money laundering (including but not limited to the anti-money laundering and anti-terrorism laws, rules), and (ii) economic sanctions programs of the United States, United Nations, Canada, European Union, or the United Kingdom, or of any other countries where you have informed by us in writing that you conduct business.
• You further understand that you are solely liable for any legal claim, any financial penalties and/or other liability of ours arising thereof, and, following a notice provided to you by Ramp Network, will compensate us by fully reimbursing us within 14 days all costs, including, but not limited to: legal consulting expenses, court costs, fines, financial penalties and expenditure on disputes. You will promptly notify us in writing if you learn that you have engaged in any activity in material violation of the foregoing laws, rules, or regulations.

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‍Integrator Services. You must tell us about any material changes to the Integrator Services at least 30 days before the change takes effect. We reserve the right to terminate the Agreement immediately on notice in the event of any material change to the Integrator Services.

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‍‍You are required to notify us immediately if any of the following events occur:‍

1. You institute or have instituted against you a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law.
2. You decide to restructure.
3. There is a change in beneficial ownership.
4. The entity under which the Agreement is entered into dissolves for any reason. For purposes of clarity, it shall constitute a violation of this Agreement to provide the Services under this Agreement to your End Users using an entity which is not the subject of this Agreement.

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You become aware of any actual or potential claims, suits, actions, allegations or charges that could affect your ability to fully perform your duties under the Agreement.

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5. Communications and Promotional Activity 

You acknowledge and agree that you will not:

• engage in any form of marketing or promotional activity that relates to the Services, includes the Widget or any other brand assets of Ramp Network, and/or otherwise references, includes or relates to Ramp Network in any way without prior written approval of any such marketing or promotional activity by Ramp Network;
• ignore, misuse, amend or otherwise deviate from any approved language that Ramp Network provides to you (i) for purposes of describing the Services on your website or any other channel or platform; and/or (ii) to be provided alongside the Widget; and
• utilise the Widget or any other brand assets of Ramp Network in connection with any marketing or promotional activity that implies or otherwise creates the impression that Ramp Network is involved in, supportive of or otherwise connected to the content of any such marketing or promotional activity.

You acknowledge and agree that you will:

• immediately on request from Ramp Network cease any marketing or promotional activity and / or  remove from your website, application or any other online channel or platform you operate any copy, content, imagery or other language that Ramp Network reasonably believes violates (i) your obligations under these Terms, (ii) your obligations under applicable law or regulation; and / or (iii) Ramp Network’s obligations under applicable law or regulation.

• where Ramp Network is required by applicable law or regulation to provide certain language in a prescribed manner or location on any particular website or application, accommodate such requirement and comply with Ramp Network’s instructions in relation to the publication or placement of such language on your website or application.

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You acknowledge and agree that:

• Ramp Network may ask you to participate and contribute to a case study showcasing the application, benefits and outcomes of utilizing Widget by you. You agree that such case study will be published and disseminated for the purposes of promotion of Ramp Network’s products and services.
• Ramp may use your trademark and logo for the purposes of promotion of Ramp’s products and services. You hereby grant to Ramp a non-exclusive right and license to use your trademark and logo in connection with Ramp’s promotion of products and services. 

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6. Fees

Ramp Network charges End Users fees when they buy or sell crypto.  All fees we charge are disclosed at the time of the transaction order.

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‍The percentage of Fees charged to the End User is calculated at the time the End User places the transaction order and may be determined by a combination of factors such as, but not limited to, payment method used, market conditions, and or jurisdiction of the End User.  Fees are listed in the transaction preview screen before the End User submits the transaction and are listed as a percentage of the total transaction. The total fiat amount of Fees charged to the End User is calculated when the payment from the End User is received and or authorisation from the payment processor. The final Fees may differ for similar transactions.

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When End Users preview and place transaction orders, Ramp Network may include a spread in the quoted price. This quoted price which may include a spread is shown on the preview screen before the End User submits the transaction order.

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‍Ramp Network Fees. We reserve the right to change the Ramp Network Fees from time to time at our discretion. If you use our Widget after the new Ramp Network Fee comes into force, this shall mean that you agree to the new Ramp Network Fees. The Fees set out in the executed Order Form shall take precedence and shall at all times constitute the binding agreement between both parties in regard to Fees, regardless of where other Fee information may exist.

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‍Fee Adjustments. We may adjust the Ramp Network Fees for selling and/or buying crypto without notice to you, provided that the adjustment in Ramp Network Fees increases or decreases no more than 1% from the Fees set out in the Order Form. Ramp Network may also choose to decrease the Minimum Fee on a per transaction basis without notice to you.  For all other adjustments, we shall give you ten (10) days advance written notice via the contact provided in the Order Form.

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Exchange Rates. We may change and vary from time to time the exchange fiat/crypto exchange rate offering to users at our discretion without any notice to Partner.

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‍Audit Rights. You have the right to audit our Fees once a calendar year with 60 days' written notice and at your exclusive expense.  

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‍Network Fees. The Network Fees are generated automatically by virtue of the blockchain transaction. This fee is determined by blockchain transaction and is charged automatically. The Network Fees, though determined by blockchain transaction, are calculated at our discretion. We will notify the  End User of the Network Fees at or before the time they authorize the transaction.

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‍Fees on Top (Optional). The Order Form will specify whether you will charge an additional integrator fee (the “Fees on Top”). If this is the case, the Fees on Top will be added on top of the Ramp Network Fee and the Network Fee (collectively the “Fees”). The Fees on Top will be calculated as a percentage of the net fiat value of the transaction, excluding the Ramp Network Fee and the Network Fee. The Fees on Top percentage will be defined in the Order Form.

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The frequency of our payouts of the Fees on Top to you will vary depending on the actual monthly Fees On Top volume: (i) we will process the payouts monthly if the total Fee On Top volume exceeds 5,000 USD each month, or (ii) we will process the payouts every 3 months if the total Fee On Top volume does not exceed 5,000 USD each month.

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The Fees on Top will be transferred to the crypto addresses provided by you in the form of a USDC/USDT payment. You may also elect to have this payment made to you via transfer of EUR or USD. USD payments may be only processed to the US bank accounts.‍

You represent and warrant that if you wish to, or are receiving Fees on Top that you are not a UK-based or registered company or if you are a  UK-based or registered company that you are registered with the UK authorities as necessary under all relevant laws as may change from time to time, including but not limited to, the UK The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (the MLRs).  You further warrant that you will immediately notify Ramp Network of any changes to your status under this clause and that failing to do so will constitute a material breach of this Agreement.

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‍Zero Fee campaign. If you request, we will enable a ’zero fees campaign’ for End Users to use the Widget. We can neither enable a ‘Zero Fee” campaign in the United Kingdom nor offer such campaigns to End Users based in the United Kingdom. Unless otherwise stated in the Order Form, you are responsible for all fees End Users would have to pay to use the Widget (the “Refund Fees”). You will pay us all Refund Fees each month to the crypto address or bank account we specify and in the same cryptocurrencies acquired by End Users.

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‍All crypto assets you transfer to us must be equal to their value indicated on the invoice.

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‍Payment terms. You agree to pay invoices we send you within 30 calendar days of your receipt, unless otherwise specified on the invoice.

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VAT. The gain on the sale of certain virtual currencies may be considered taxable income.  When required by law or regulation, Ramp Network reserves the right to charge Valued-Added Tax (VAT).

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7. Term, Termination & Suspension

‍Term. The Agreement starts on the Effective Date of the Order Form or, where there is no Order Form, as soon as you start using the Widget, and continues to apply until terminated by either you or us (the “Term”).

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‍When we can terminate or suspend you. We can immediately suspend your access to and use of the Widget or terminate the Agreement without advance notice or liability to you if:‍

• you breach the Agreement,
• you fail to pass the Due Diligence Review,
• If we determine that the rate of fraud associated with transactions originating from your users exceeds an acceptable level as solely determined by us,
• you do something which does or may pose a security or reputational risk to us, or
• we’re instructed or required to do so by a governmental body, law or regulation.

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You understand and agree that we are not obliged to provide you with a reason for termination or suspension where we’re prevented from doing so by law or regulation.

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‍When you can terminate. You can terminate our Agreement at any time by removing the Widget from your website or app and notifying partnercare@ramp.network.

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‍On termination or expiry. On termination or expiry of the Agreement:‍

• all outstanding Fees become due and payable,
• the Licence ceases immediately, and
• you must remove all copies of the Widget from your website or app, hard drives, networks and other storage media within 5 working days of the termination notice or expiry and certify to us in writing that this has taken place.‍

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Consequences. Anything in the Agreement which is intended to survive termination or expiry of the Agreement - including your indemnity - will remain in force after termination or expiry.

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‍8. Confidentiality

Confidential Information means information that is disclosed:

• by a party to the Agreement (the “Discloser”) or on the Discloser’s behalf by its authorised representatives or its Affiliates,
• to the other party to the Agreement (the “Receiver”), and
• in connection with the subject matter of the Agreement. This includes all financial, business, legal, technical, and social information of Discloser or any of its affiliates, suppliers, customers and employees (including information about research, development, operations, marketing, transactions, regulatory affairs, discoveries, inventions, methods, processes, articles, materials, algorithms, software, specifications, designs, drawings, data, strategies, plans, prospects, know-how and ideas, whether tangible or intangible, and including all copies, abstracts, summaries, analyses and other derivatives thereof), that is non-public, or marked or otherwise identified as proprietary or confidential at the time of disclosure, or that by its nature would be understood by a reasonable person to be proprietary or confidential.

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‍Exclusions. Confidential Information does not include information that is:‍

• in the public domain not by breach of this Agreement,
• known by the Receiver at the time of disclosure,
• lawfully obtained by the Receiver from a third party other than through a breach of confidence,
• independently developed by the Receiver, or
• expressly indicated by the Discloser as not confidential.‍

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‍Who it can be shared with. The Receiver may share the Confidential Information:‍

• with its officers, employees, members, representatives, professional advisors, agents and subcontractors of the Receiver or its Affiliates ( the “Permitted Receivers”), but only if they (i) need to know it and only use it for the purposes of the Agreement, and (ii) have agreed to keep it confidential and restrict its use to the same extent that the Receiver has, and
• if required by law or regulation, but must promptly notify the Discloser of the requirement if legally allowed.‍

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‍Breach of sharing restrictions. The Receiver is liable for its breach of the Agreement and any act or omission by a Permitted Receiver which would constitute a breach of the Agreement if it were a party to it. Due to the unique nature of the Confidential  Information, the parties agree that any breach or threatened breach of this Agreement will cause not only financial harm to Discloser, but also irreparable harm for which money damages will not be an adequate remedy. Therefore, Discloser shall be entitled, in addition to any other legal or equitable remedies, to an injunction or similar equitable relief against any such breach or threatened breach without the necessity of posting any bond. The parties agree that the Discloser may seek an injunction or similar equitable relief against any such breach or threatened breach of this Agreement before any court of competent authority in any jurisdiction where such breach or threatened breach takes place.

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‍Confidentiality obligations. The Receiver must:‍

• only use the Confidential Information in accordance with the Agreement,
• keep the Confidential Information secure and confidential,
• promptly notify the Discloser if it becomes aware of a breach of the Agreement, and
• take reasonable steps to destroy or erase any Confidential Information it holds within 30 days of the Discloser’s request, except the Receiver may retain copies of Confidential Information that are securely stored in archival or computer back-up systems or to meet legal or regulatory obligations, subject to the Agreement’s terms.‍

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How long information must remain confidential. The Receiver’s duty to protect Confidential Information starts on the date Confidential Information is disclosed and lasts for 3 years.

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‍9. Data protection

Both parties agree to comply at all times with applicable data protection laws. Our Privacy Policy explains how we process End User personal data.

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‍‍10. Intellectual property

All intellectual property rights to the Widget, Services, our logos and marks are owned by us and remain owned by us. You’re not allowed to reproduce or store any part of the Widget, Services or our marks in any way without our prior written permission.

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‍11. Liability

Liability we can’t exclude. We don’t exclude liability for fraud, death or personal injury caused by negligence, or anything which cannot be excluded by law.‍

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‍Exclusions. We’re not liable for:‍

• loss which isn’t reasonably foreseeable, including any indirect or consequential losses,
• loss of profits, revenue, or loss or interruption of data, or
• loss resulting from anything outside of our reasonable control, which includes anything any third party does or fails to do, including third party exchanges, token issuers and/or wallet providers.‍

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‍Limitation on liability. Our liability for any claim brought under the Agreement is limited to the Fees paid by us to you in the 12 months directly before the claim.‍

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Force Majeure. We will not be liable for delays in processing or other non-performance of the Widget caused by such events as fires, telecommunications, utility, or power failures, equipment failures, labour strife, riots, war, nonperformance of our vendors or suppliers, acts of God, pandemic or epidemic events, or other causes over which we have no reasonable control.

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‍12. Indemnity

You agree to indemnify and hold harmless Ramp Network and its Affiliates, and their respective employees, contractors, managers, officers, directors, partners and shareholders from any losses, damages, suits and expenses, of whatever kind, including reasonable legal fees and violations or alleged violations of the rights of a third party (including End Users) (the “Losses”), that we incur in connection with or arising out of your use of the Widget, or our activities in connection with your use of the Widget, and for your breach of this Agreement or violation of any law, regulation, order or other legal mandate, or the rights of a third party, or any act or omission by you or any person acting on your behalf while using Widget, regardless of whether the specific use was expressly authorized by you.

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‍13. Disclaimers

‍Warranty disclaimer. Except for anything we’ve expressly set out in this Agreement, the Widget and Services are provided “as is”. We don’t make any promises, warranties, guarantees or representations in relation to them. In particular, we don’t warrant as to their availability, accuracy, non-infringement, fitness for purpose or merchantability or that their operation will be uninterrupted or error-free.

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Acknowledgements. We rely on certain third parties to deliver the Widget and Services, including cloud servers, fraud prevention providers, payment services providers, Digital Asset exchanges and Digital Asset wallet providers. You acknowledge and agree that we are not responsible or liable for the acts or omissions of any third party used to deliver the Widget or Services, such as cyber-attacks, delays in payment processing and settlement or inability to access the Services.

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14. General

Assignment. You cannot assign your rights under the Agreement without our prior written consent. We can assign our rights and obligations under the Agreement if we notify you in advance.‍

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Accession by Affiliates. An Affiliate of Ramp Network may accede to this Agreement if we notify you in advance.

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Entire Agreement. The Agreement supersedes all prior discussions and agreements and constitutes the entire agreement between us in relation to its subject matter and neither of us has relied on any statement or representation of any person in entering into the Agreement.‍

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Severability. If any provision in this Agreement is found to be unenforceable, that provision shall be severed with the remainder of this Agreement remaining in full force and effect.‍

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‍Nobody else has any rights under the Agreement. The Agreement is a contract between you and us. No other person shall have any rights to enforce any of its terms.‍

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‍Even if we delay in enforcing the Agreement, we can still enforce it later. If we don’t immediately insist that you do something you are required to do pursuant to this Agreement or we delay in taking steps against you in respect of your breach, we can still do so later on.

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Notices. Any notices to Ramp Network must be sent to partnercare@ramp.network with a copy to legal@ramp.network. We may send you notices to the physical address provided by you in the Order Form, or to your email that we have on file.

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‍15. Governing Law and Agreement to Arbitrate

Governing law and jurisdiction. Unless expressed otherwise or inadmissible by law, the Agreement and all documents and contractual rights and obligations arising in relation to the Agreement,  are governed by the Governing Law specified in the table below according to the Ramp Network contracting entity.  

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Arbitration. Any claim, dispute or controversy arising out of or relating to this Agreement or the relationships among the Ramp Network and Integrator hereto shall be resolved by one arbitrator through binding arbitration in accordance with the rules  and at the venue specified in the table below. The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this Agreement including any claim that all or any part of the Agreement is void or voidable.  The arbitrator’s decision shall be final, binding, and non-appealable. Judgment upon the award may be entered and enforced in any court having jurisdiction.

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If for any reason a dispute relating to this Agreement is deemed outside the scope of this agreement to arbitrate, or if this agreement to arbitrate is deemed unenforceable, to that extent, such legal suit, action or proceeding shall be instituted exclusively in a court of competent jurisdiction located in the venue specified in the table below according to the Ramp Network contracting entity.

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RAMP NETWORK AND INTEGRATOR EACH WAIVES ANY RIGHT TO A JURY TRIAL.

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The United Nations Convention on Contracts for the International Sale of Goods, adopted at Vienna Austria on 11 April 1980, does not apply to this agreement.

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