Ramp Widget Partnership Agreement

About us.

We’re Ramp Network and we provide an SDK which enables you to embed the Ramp Widget into your website or app, enabling your end users to seamlessly exchange  Fiat currency for Digital Assets from within your website / app. Our offered services include both the On-Ramp and Off-Ramp service (“Ramp Services”). Please refer to the Global Terms of Service for updated information regarding the jurisdictions in which On-Ramp and On-Ramp are offered. For more information on Ramp Network, please see our website: https://ramp.network/.
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Our Agreement

To get the full understanding  of our relationship and the obligations of both parties, you are required to read this Agreement and the Ramp Widget Order Form, which make up our Agreement. This Agreement terminates immediately upon your failure to pass the Ramp 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 dictate whether there is a Monthly Retainer, if any, to use the Ramp Widget. Please refer to the Order Form which accompanies this Partnership Agreement.  You may charge your End Users an additional ‘fee on top’ to use the Ramp Widget in your website or app, which we’ll pay to you monthly. 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.

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‍Obligations

To use the Ramp Widget, you have a number of obligations including complying with all applicable laws and regulations, informing Ramp of any changes in the Integrator business model, and providing information as needed to Ramp for compliance purposes. You agree that you will promptly collaborate with Ramp to the extent Ramp requests 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

This Agreement  grants you a limited, non-exclusive, non-transferable, non-sublicensable right and licence to access and use the Ramp Widget for the duration of the Term as set out in the Order Form.

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Promotional Activity 

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

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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!

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1. Definitions

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

‍“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.

‍“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.

‍“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.

“Ramp 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.

‍“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 (“Ramp”, “we”, “us”,or “our”) and we and our Affiliates provide the Ramp widget SDK (the “Ramp Widget”). You (“Integrator”, “you”, or “your”) wish to integrate the Ramp 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 “Ramp Services”).

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‍Our Agreement. This Ramp Widget Agreement ( the “Agreement”) sets out the terms on which we agree to make the Ramp Widget available to you. This Agreement, together with the Ramp 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 entity. The Ramp 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 (Ramp US) and its Affiliates.
• 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 (Ramp Global) and its Affiliates.

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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 Ramp 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 Ramp Widget for the duration of the Term (defined in Section 76 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 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 Ramp Widget or any component part of it, you must not:

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• 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

Ramp 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 the Ramp Due Diligence Review. We’re not obliged to provide you with access to or use of the Ramp 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. Failure to pass the Ramp 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 Ramp Widget by your end users of your website or app (the “End Users”) is governed by our Global Terms of Service (the “Global Terms”). You must ensure End Users comply with the Global 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:

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• 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 Ramp of any changes in the Integrator business model which could impact the Ramp Widget and Ramp’s reputation within 30 days of such changes being made,  
• you’re not prevented by law or regulation from using the Ramp Widget in your jurisdiction,
• you won’t use the Ramp Widget to do anything that violates any law or regulation,
• neither you nor any of your personnel are 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, 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:

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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 Ramp Services, includes the Ramp Widget or any other brand assets of Ramp, and / or otherwise references, includes or relates to Ramp in any way without prior written approval of any such marketing or promotional activity by Ramp;
• ignore, misuse, amend or otherwise deviate from any approved language that Ramp provides to you (i) for purposes of describing the Ramp Services on your website or any other channel or platform; and / or (ii) to be provided alongside the Ramp Widget; and
• utilise the Ramp Widget or any other brand assets of Ramp in connection with any marketing or promotional activity that implies or otherwise creates the impression that Ramp 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 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 reasonably believes violates (i) your obligations under these Terms, (ii) your obligations under applicable law or regulation; and / or (iii) Ramp’s obligations under applicable law or regulation.

• where Ramp 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’s instructions in relation to the publication or placement of such language on your website or application.

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6. Fees

Ramp 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 are 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 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 Fees.We reserve the right to  change the Ramp Fees from time to time at our discretion. If you use Ramp’s Widget after the new Ramp Fee comes into force, this shall mean that you agree to the new Ramp 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 regards to Fees, regardless of where other Fee information may exist.

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Ramp Fee Adjustments. We may adjust the Ramp Fees for selling and/or buying crypto without notice to you, provided that the adjustment in Ramp Fees increases or decreases no more than 1% from the Fees set out in the Order Form. Ramp 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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Ramp Exchange Rates.  We may change and vary from time to time  the exchange fiat / crypto exchange rate offering to users at Ramp’s discretion without any notice to Partner. 

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Audit Rights. You have the right to audit our Ramp 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 Fee and the Network Fee charged by us (collectively the “Ramp Fees”). The Fees on Top will amount to a percentage determined by you (which will be defined in the Order Form) with respect to the fiat amount that your customer is paying for the digital asset transaction executed via your website or app where the Ramp Widget is present. 

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We will transfer the Fees on Top to you on a monthly basis after the end of a calendar month till the 10th day of the following month. If the amount due to you/of the Fees on Top is less than 50 EUR, the Fees on Top will be credited towards the next month’s calculation when all due fees added up reach at least 50 EUR. 

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The Fees on Top will be transferred to the crypto addresses provided by you in the form of Stablecoin payment. You may also elect to have this payment made to you via transfer of EUR or £. 

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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 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 Ramp Widget. Unless otherwise stated in the Order Form, you are responsible for all fees End Users would have to pay to use the Ramp Widget (the “Refund Fees”). You will pay us:

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• all Refund Fees each month to the crypto address or bank account we specify and in the same cryptocurrencies acquired by End Users, and
• the Refund Fee Percentage as set out in the Order Form.

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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 sale of certain virtual currencies may be considered taxable income.  When required by law or regulation, Ramp 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 Ramp 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 Ramp Widget or terminate the Agreement without advance notice or liability to you if:

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• you breach the Agreement,
• you fail to pass the Ramp Due Diligence Review, 
• 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 Ramp Widget from your website or app and notifying partner@ramp.network.

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

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• all outstanding Fees become due and payable,
• the Licence ceases immediately, and
• you must remove all copies of the Ramp 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:

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• 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:

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• in the public domain not by breach of this the 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:

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• 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:

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• 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 Ramp Widget, Ramp 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 Ramp Widget, Ramp 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:

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• 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 Ramp 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 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 Ramp Widget, or our activities in connection with your use of the Ramp 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 Ramp 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 Ramp Widget and Ramp 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 Ramp Widget and Ramp 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 Ramp Widget or Ramp Services, such as cyber-attacks, delays in payment processing and settlement or inability to access the Ramp Services.

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‍14. Other important information including Arbitration Notice

Assignment. You cannot assign your rights under the Agreement without our prior written consent. We can assign our rights under the 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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‍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 and the courts of the Jurisdiction have exclusive jurisdiction to hear disputes in connection with them.

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Arbitration. Any claim, dispute or controversy arising out of or relating to this Agreement or the relationships among the Ramp and Integrator hereto shall be resolved by one arbitrator through binding arbitration conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures (the “Rules”) as those Rules exist on the Effective Date of this Agreement, including Rules 16.1 and 16.2 of those Rules. 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 claim proceeds in court rather than in arbitration Ramp and Integrator each waives any right to a jury trial. 

Notwithstanding the foregoing the Ramp and Integrator agree that either party may bring suit in court to enjoin infringement or other misuse of intellectual property rights. 

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Enforceability of Arbitration Clause. Neither Ramp or Integrator shall sue the other party other than as provided herein or for enforcement of this clause or of the arbitrator’s award; any such suit may be brought only in a Federal District Court or a New York state court located in New York County, New York or if the arbitration is conducted in the UK, the London Commercial Court in England. 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 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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