Terms and Conditions
Last updated: July 4, 2026
Welcome to NoRamp. These Terms and Conditions (this “Agreement”) are a legal agreement between you (if your business is a sole proprietorship) or your business (if you are accepting on behalf of a corporation or other legal entity) (“you” or “your”) and NoRamp, Inc., a Delaware corporation (“NoRamp”, “we”, “us”, or “our”). By creating a NoRamp Account or using the NoRamp Services, you accept and agree to be bound by this Agreement.
A note on the summaries: some sections below begin with a short summary labeled “Plain English.” We include them because we think legal documents should be understandable. The summaries are provided for convenience only, are not part of this Agreement, and do not modify the binding legal text that follows them.
Plain English: NoRamp is payments infrastructure. We build the software; Stripe processes and settles the money. We never hold your funds.
NoRamp provides a payments platform and related software, integration, and data transmission services (the “NoRamp Services” or the “NoRamp Platform”) that help businesses (each, a “Merchant”) integrate with a payment processor (the “Processor”) in order to accept payments from their customers. You hereby appoint NoRamp as your agent for the limited purpose of delivering information and instructions on your behalf to the Processor.
All funds arising from Transactions (as defined below) are received, held, and settled by the Processor and its Financial Services Providers (as defined below), not by NoRamp. Any payment received by the Processor on your behalf is deemed received by you. NoRamp is not a bank, money services business, money transmitter, payment processor, or financial institution, and NoRamp does not offer banking or deposit services. For the avoidance of doubt, marketplace platforms that integrate the NoRamp Platform are subject to this Agreement as Merchants to the extent they receive payment from their customers via the NoRamp Services.
Digital Asset Transmission. Where you elect to use features of the NoRamp Services that interact with blockchain networks, NoRamp’s role is limited to transmitting data and instructions (such as a destination digital wallet address) to the applicable network or smart contract. NoRamp does not custody, control, hold, or transmit digital assets or funds, does not operate or control any blockchain network or smart contract, and cannot reverse, cancel, or modify on-chain transactions. You are solely responsible for the accuracy of wallet addresses and other instructions you provide, and you assume the risks inherent in blockchain networks, including network congestion, forks, protocol changes, and network or smart contract failure. You agree to hold NoRamp harmless for any failure of a blockchain network or smart contract to transmit or deliver the applicable digital asset.
The Processor is Stripe, Inc., a Delaware corporation, or its applicable regional affiliate. The Processor is a technical services provider and may offer its services as an agent of one or more financial institutions in the applicable jurisdiction (each, a “Financial Services Provider”). The processing and settlement of Transactions (“Payment Processing”) is carried out by the Processor and the Financial Services Providers under a separate Stripe Connected Account Agreement, including the United States Stripe Services Agreement, the applicable Financial Services Terms, and, to the extent you use a payment method subject to additional terms, the applicable Payment Terms (collectively, the “Processor Terms”). By accepting this Agreement, you are also accepting and agreeing to be bound by the Processor Terms, which form a legal agreement between you and the Processor. By accepting this Agreement and the Processor Terms, you agree to the creation of an account with the Processor for Payment Processing (the “Processor Account”).
NoRamp is not a party to the Processor Terms and is not liable to you under them. The Processor’s role is to accept and process credit card, debit card, and other types of payments (collectively, “Cards”) with respect to sales of products and services through internet-based transactions (“Transactions”).
We reserve the right to change the Processor, subject to the terms of our agreement with the Processor. If the Processor terminates the Processor Terms or indicates its intention to do so, or if you elect to cease processing with the Processor, we have the right, but not the obligation, to offer you a substitute payment processor integrated with the NoRamp Services. Upon your acceptance of the substitute processor’s terms of service, that processor shall be deemed the Processor under this Agreement, provided that your accrued liabilities to the prior Processor are not diminished by that substitution.
In the event of any inconsistency between this Agreement and the Processor Terms, this Agreement shall prevail, except with respect to Payment Processing or the Processor Account, in which case the Processor Terms shall prevail.
Plain English: Give us accurate information at signup, keep it current, and keep your login credentials safe. From time to time we may ask for updated information to keep the platform compliant for everyone.
To use the NoRamp Services, you must register for an account with NoRamp (the “NoRamp Account”). When you register, we will collect information such as your name (if you are a sole proprietor), your business or trade name, address, email, phone number, business identification or registration number, and other information we reasonably require. By registering for a NoRamp Account, you are also registering for a Processor Account under the Processor Terms and simultaneously providing your information to NoRamp and to the Processor for those purposes.
You represent that all information you provide is accurate and complete, and you agree to keep it current, including by notifying us within thirty (30) days of any material change to your business, including changes in ownership or control, legal form, business model, or the products and services you sell. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your NoRamp Account.
Underwriting and Ongoing Verification. We may, at onboarding and on an ongoing basis, request information reasonably necessary to verify your identity, beneficial ownership, licensure, financial condition, or compliance with this Agreement, and we may review your websites, applications, and marketing materials for the same purpose. You agree to provide requested information promptly. Failure to do so may result in suspension of your NoRamp Account until the information is provided.
Designated Country. In registering for a NoRamp Account, you must identify the location from which you operate the business that will use the NoRamp Services. Use of the NoRamp Services may be restricted to businesses located or operating in certain countries, at the discretion of NoRamp or the Processor.
NoRamp grants you a non-exclusive, non-transferable, non-sublicensable, limited, revocable right to use the NoRamp Services during the term of this Agreement (the “License”). Neither the License nor any other provision of this Agreement grants any rights in the NoRamp Services or any other intellectual property rights except the limited License set out above. The NoRamp Services are licensed, not sold. We reserve all rights not expressly granted to you. This Agreement does not grant you any rights to our trademarks or service marks.
You shall not, and shall not permit any third party to:
If you provide us with suggestions, ideas, or feedback regarding the NoRamp Services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use them without restriction or obligation to you.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications, registrations, renewals, and extensions thereof, under the laws of any jurisdiction. We own all right, title, and interest, including all Intellectual Property Rights, in and to the NoRamp Services and all copies thereof.
Plain English: Use NoRamp for real sales of lawful products. Our Restricted Businesses list tells you what we cannot support.
You are required to comply with all laws, rules, and regulations applicable to your business and your use of the NoRamp Services, including those governing financial services, consumer protection, unfair competition, anti-discrimination, and advertising.
You may not use the NoRamp Services in connection with any business, product, or activity identified on NoRamp’s Restricted Businesses list, available at noramp.io/restricted, as updated from time to time, which is incorporated into this Agreement by reference.
In addition, you shall not:
We may decline to provide the NoRamp Services in respect of any Transaction that we believe, in our reasonable discretion, violates this Agreement, any other NoRamp or Processor agreement, or applicable law, or exposes you, NoRamp, the Processor, or any third party to actual or potential risk or harm, including fraud and other criminal acts. You authorize us to share information about you, your Transactions, or your NoRamp Account with law enforcement and regulators where required by law or legal process, or where we believe in good faith that disclosure is necessary to prevent fraud, financial crime, or harm.
Plain English: Our fees are published on the fee schedule. If they change, you get at least 30 days’ notice, and you can close your account before the change takes effect if you do not agree.
You agree to pay the fees for the NoRamp Services as set out in the fee schedule published on the NoRamp Platform from time to time, which is incorporated into this Agreement by reference (the “Fees”). Fees will be collected from you by the Processor on our behalf in accordance with the Processor Terms, and will generally be assessed at the time a Transaction is processed and deducted first from the funds received for that Transaction.
We may change the Fees by providing you at least thirty (30) days’ advance notice by email or through the NoRamp Platform, stating the effective date of the change. Your continued use of the NoRamp Services after the effective date constitutes acceptance of the changed Fees. If you do not agree to a Fee change, your sole remedy is to close your NoRamp Account before the effective date.
You are responsible for all applicable taxes, duties, and governmental charges imposed on the Fees or the NoRamp Services, including any value added tax, goods and services tax, or sales tax. If you are tax-exempt, you will provide us with an appropriate certificate or other evidence of tax exemption satisfactory to us. You are also responsible for any penalties and fines imposed on you or on us by any bank, payment network, financial institution, or other financial intermediary resulting from your use of the NoRamp Services in a manner not permitted by this Agreement or by that intermediary’s rules.
Plain English: Payouts follow your payout schedule with the Processor. If risk on your account spikes, we or the Processor may hold a reserve, and we can deduct amounts you owe us from your settlement funds.
Funds from Transactions will be paid out to you by the Processor in accordance with your Payout Schedule (as defined in the Processor Terms), subject to this Agreement and the Processor Terms.
Reserves. We or the Processor may establish a reserve (whether fixed, rolling, or otherwise) on funds processed through your NoRamp Account where we reasonably determine it necessary in light of the risk associated with your account, including elevated chargeback, dispute, or refund activity, credit risk, extended product or service delivery timelines, suspected breach of this Agreement, or suspected unlawful activity. We will notify you of the terms of any reserve, including its amount or percentage. Reserve funds may be applied to satisfy your obligations under this Agreement, and any remaining reserve will be released when we reasonably determine it is no longer needed.
Security Interest. As security for performance of your obligations under this Agreement, you grant us a first priority lien and security interest in all funds processed through the Payment Processing services and deposited into any Payout Account (as defined in the Processor Terms) or other bank account associated with your NoRamp Account. These security interests secure payment and performance of all of your obligations under this Agreement and any other agreements between you and us. You authorize us to file UCC-1 financing statements, and any amendments or continuations, without your further authorization or signature, and you will execute and deliver any additional documents we reasonably request to create, perfect, maintain, and enforce this security interest.
Collection. To the extent permitted by law, we may collect any amounts you owe us under this Agreement by requesting that the Processor deduct the corresponding amounts from funds payable to you from the settlement of Transactions. If those amounts are insufficient, we may charge the payment method associated with your NoRamp Account for any amounts owed. Your failure to pay amounts you owe us in full on demand is a breach of this Agreement, and you will be liable for our costs of collection in addition to the amounts owed, including attorneys’ fees and expenses, arbitration and court costs, collection agency fees, and applicable interest.
Plain English: Chargebacks are part of accepting cards. You own them, we give you tools and help to fight them, and keeping your dispute rate low keeps your account healthy.
You are solely responsible for verifying the identity of your customers and the eligibility of each presented Card, and NoRamp does not guarantee or assume any liability for Transactions that are later reversed or charged back. You are responsible for all reversed or charged back Transactions, regardless of the reason for, or timing of, the reversal or chargeback. NoRamp or the Processor may add or remove types of Payment Networks or Cards at any time without prior notice.
You or NoRamp may elect to contest chargebacks assessed to your account. NoRamp may provide you with assistance, including notifications and software, to help contest your chargebacks, but we do not assume liability for our role or assistance in contesting chargebacks. You grant us permission to share records and other information with the cardholder, the cardholder’s financial institution, and your financial institution to help resolve any chargeback. You acknowledge that your failure to provide us with complete and accurate information in a timely manner may result in an irreversible chargeback. If the issuing bank or the Payment Network does not resolve a dispute in your favor, we may recover the chargeback amount and any associated fees from you. We reserve the right, upon notice to you, to charge a fee for mediating or investigating chargeback disputes.
Excessive Disputes. If your chargeback or dispute ratio meets or exceeds applicable Payment Network monitoring thresholds, or if we reasonably determine that your dispute activity is excessive, we may require a reserve under Section 7, assess additional fees as set out in the fee schedule, or suspend or terminate your NoRamp Account under Section 17.
You have sole responsibility to determine what, if any, taxes apply to the sale of your goods and services and the payments you receive in connection with your use of the NoRamp Services (“Taxes”), and to assess, collect, report, and remit the correct Taxes to the proper tax authority. We are not obligated to determine whether Taxes apply, or to calculate, collect, report, or remit any Taxes arising from any Transaction. NoRamp retains the right, but not the obligation, to complete and file tax or related reports with tax authorities regarding Transactions where NoRamp deems such reporting necessary, and you indemnify and hold NoRamp harmless from and against any liability related to Taxes and any such filings.
Plain English: Get real consent before you bill anyone, give receipts, use clear billing descriptors, and make cancellation as easy as signup. Happy customers mean fewer disputes.
It is your responsibility to obtain your customers’ consent to be billed for each Transaction in compliance with applicable law and the rules of Visa, MasterCard, American Express, and other applicable Card networks (collectively, the “Payment Networks”, and such rules, the “Payment Network Rules”). You will provide a receipt to your customer at the conclusion of each Transaction that includes all information required under the Payment Network Rules and applicable law. You will not impose any fee or surcharge on a customer where prohibited by law. You will use accurate billing descriptors that identify your business in a manner your customers will recognize.
You will maintain and prominently display a clear refund, return, and cancellation policy. If you offer subscriptions, free or discounted trials, or any other form of recurring or negative option billing, you will comply with all applicable laws, including the Restore Online Shoppers’ Confidence Act and applicable state automatic renewal laws, and all applicable Payment Network requirements, including clear disclosure of billing terms prior to enrollment, obtaining the customer’s express consent, sending any required reminders, and providing a simple cancellation mechanism that is at least as easy to use as the method the customer used to sign up.
NoRamp will use commercially reasonable efforts to provide you with support for issues relating to the NoRamp Services. The Processor retains sole responsibility for Payment Processing, including the settlement of funds, and NoRamp will provide reasonable assistance in liaising between you and the Processor concerning Payment Processing. You are solely responsible for providing customer service to your customers for all issues related to your products and services.
You assume full responsibility for the security of data on your website, on the website of any third party you use, or otherwise in your possession or control. You agree to comply with all applicable laws and rules in connection with your collection, security, and dissemination of any personal, financial, Card, or Transaction information (collectively, “Data”, and as it pertains to your customers, “Customer Data”). You agree that at all times you will be compliant with the applicable Payment Card Industry Data Security Standards (PCI-DSS) and, as applicable, the Payment Application Data Security Standards (PA-DSS), and that you will promptly provide NoRamp with documentation evidencing your compliance upon request. You will use only PCI-DSS compliant service providers in connection with the storage or transmission of Card information, including a cardholder’s account number, expiration date, and CVV2. You must not store CVV2 data at any time. Information on PCI-DSS is available on the PCI Security Standards Council’s website.
You will notify us without undue delay, and in any event within seventy-two (72) hours, after becoming aware of any actual or suspected security breach, personal data breach, or other compromise affecting Card information or Customer Data. If NoRamp believes that such a breach or compromise may have occurred, NoRamp may require you to engage a third-party auditor approved by NoRamp to conduct a security audit of your systems and facilities and to issue a report to NoRamp and, at NoRamp’s discretion, to the Processor, its Financial Services Providers, the Payment Networks, and law enforcement, at your sole cost and expense.
We maintain commercially reasonable administrative, technical, and physical safeguards designed to protect personal information regarding you and your customers stored on our systems from unauthorized access, accidental loss, or modification. NoRamp cannot, however, guarantee that unauthorized third parties will never defeat those measures.
Plain English: Our Privacy Policy and Data Processing Addendum explain how we handle data. For your customers’ data, you are the controller and we process it on your instructions.
You acknowledge that you have received, read, and agree to the terms of our Privacy Policy and our Data Processing Addendum, each of which is incorporated into this Agreement by reference, and the Processor’s privacy policy, which governs the Processor’s processing of personal data. We are not responsible for the Processor’s processing of personal data.
We will comply with applicable data protection laws, including the EU General Data Protection Regulation and UK GDPR, as applicable, and applicable U.S. state privacy laws, including the California Consumer Privacy Act as amended. Where we process personal data for our own purposes in performing this Agreement, we do so as a controller. Where we process Customer Data on your behalf, you are the controller and we are the processor, and we will process that data only in accordance with this Agreement, the Data Processing Addendum, and your lawful instructions. You acknowledge that we rely on your instructions as to the extent we may use and process personal data in the Customer Data you provide, and we will not be liable for any claim brought by a data subject arising from an action or omission of ours to the extent it resulted from your instruction.
We will notify you within a reasonable time if we receive a request from a person to access or erase that person’s personal data, a complaint or request relating to your obligations under applicable data protection law, or any other communication relating directly to the processing of personal data in connection with this Agreement, and we will provide you with reasonable cooperation and assistance in relation to any such complaint or request. Such requests may be subject to independent legal retention or confidentiality requirements.
In order to provide the NoRamp Services, we may transfer information to and receive it from the Processor, its Financial Services Providers, and their respective agents, and in doing so may transmit or possess it outside of your jurisdiction. We also use third-party sub-processors in providing the NoRamp Services, and by using the NoRamp Services you consent to our use of sub-processors as described in our Privacy Policy and Data Processing Addendum.
You acknowledge that the Processor may be required to report your business name and the names of your principals to the Member Alert to Control High-Risk Merchants (MATCH) list maintained by MasterCard, to the VMAS database maintained by Visa Europe, or to the Consortium Merchant Negative File maintained by Discover, if applicable, pursuant to the Payment Network Rules.
You represent to us that you are in compliance with all applicable privacy laws and that you maintain a publicly accessible privacy policy that accurately discloses how you collect, use, and disclose personal data, including through the NoRamp Services. You further represent that you have obtained all rights and consents required under applicable law for us and the Processor to collect, use, retain, and disclose the Customer Data that you provide to us or authorize us to collect, and to use that data to provide the NoRamp Services, including to process Transactions and to screen for fraud and compliance purposes, and that our doing so as described in our Privacy Policy will not breach any such laws. As between the parties, you are solely responsible for disclosing to your customers that we will collect and process their Customer Data in supplying the NoRamp Services to you, that we may transmit or possess it outside their jurisdiction, and that it may be subject to disclosure as required by law.
If you receive information about others, including cardholders, through the use of the NoRamp Services, you must keep that information confidential and use it only in connection with the NoRamp Services or as otherwise permitted by the subject of the information. You may not disclose or distribute any such information to a third party, or use it for marketing purposes, without the express consent of the subject, and you may not disclose Customer Data to any third party other than in connection with processing a Transaction requested by your customer.
You are required to comply with all applicable Payment Network Rules. The Payment Network Rules for Visa, MasterCard, and American Express are published on each network’s website. The Payment Networks may amend the Payment Network Rules at any time and without notice to us or to you. Insofar as this Agreement or the Processor Terms are inconsistent with the Payment Network Rules, the Payment Network Rules shall prevail. We reserve the right to amend this Agreement, with notice to you, as necessary to comply with the Payment Network Rules.
You represent and warrant to us that:
You covenant to us that: (i) each Transaction you submit will represent a bona fide sale by you; (ii) each Transaction you submit will accurately describe the goods and services sold and delivered to a customer; (iii) you will fulfill all of your obligations to each customer for whom you submit a Transaction and will resolve any disputes or complaints directly with your customers; (iv) you and all Transactions initiated by you will comply with all laws, rules, and regulations applicable to your business, including applicable tax laws; (v) except in the ordinary course of business, no Transaction submitted by you will represent a sale to any principal, partner, proprietor, or owner of your entity; (vi) you will not use the NoRamp Services, directly or indirectly, for any fraudulent undertaking or in any manner that interferes with the NoRamp Services; and (vii) all information you provide to us will be accurate and complete.
Plain English: You can close your account anytime. We can suspend or close accounts that create legal, financial, or network risk. Funds you have earned still pay out under your payout schedule, subject to any open obligations like chargebacks.
This Agreement is effective upon the date you accept it (by electronically indicating acceptance or by using the NoRamp Services) and continues until terminated by you or by NoRamp. You may terminate this Agreement at any time by closing your NoRamp Account following the instructions on our website or the Processor’s website.
We may suspend your NoRamp Account and your access to the NoRamp Services, or terminate this Agreement, upon notice to you, if: (i) we determine that you are or may be ineligible for the NoRamp Services because of risk associated with your NoRamp Account, including significant credit, fraud, chargeback, or compliance risk; (ii) you do not comply with any provision of this Agreement or the Processor Terms; (iii) we are directed to do so by a Payment Network, the Processor, or a Card issuer; (iv) suspension or termination is required by applicable law; or (v) your NoRamp Account has been inactive for twelve (12) consecutive months. Termination of the Processor Terms may, at NoRamp’s discretion, result in termination of this Agreement, and termination of this Agreement entitles NoRamp to cause the Processor to terminate the Processor Terms.
Upon termination and closure of your NoRamp Account: (i) we will discontinue your access to the NoRamp Services and the License will end; (ii) you agree to complete all pending Transactions, stop accepting new Transactions through the NoRamp Services, and promptly remove all Card, NoRamp, and Processor logos and references from your website and physical locations, as applicable; (iii) any funds in the custody of the Financial Services Provider will be paid out to you subject to your Payout Schedule and the Processor Terms, provided that the Processor may continue to hold funds it reasonably deems necessary pending resolution of any open obligations under this Agreement, including chargebacks, fees, refunds, fines, and investigations; (iv) you will not be refunded any Fees already paid; (v) we may delete your information and account data stored on our servers, subject to our legal retention obligations, and we will not be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of the NoRamp Services or deletion of your information; and (vi) you remain liable for all obligations you incurred prior to termination, including all Fees, fines, and other financial obligations arising from your use of the NoRamp Services.
Plain English: We keep your non-public information confidential, and you do the same with ours.
Each party agrees to protect the other party’s non-public, confidential, or proprietary information (“Confidential Information”) using at least the degree of care it uses to protect its own similar information, and no less than reasonable care, and to use Confidential Information only as necessary to perform under this Agreement. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was known to the receiving party without restriction before disclosure; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) is rightfully received from a third party without a duty of confidentiality. A party may disclose Confidential Information to the extent required by law or legal process, provided it gives the other party prompt notice where legally permitted. These obligations survive for three (3) years following termination of this Agreement, and for trade secrets, for so long as the information remains a trade secret.
Plain English: We would love to tell people you build on NoRamp, and you can opt out anytime with one email.
You grant us the right to identify you as a NoRamp customer, including by using your name and logo on our website and in marketing materials, consistent with any brand guidelines you provide to us. You may opt out of this use at any time by emailing legal@noramp.io, and we will discontinue new uses within a reasonable period. You may state publicly that you use the NoRamp Services. Neither party may otherwise use the other party’s trademarks without prior written consent.
THE NORAMP SERVICES AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF THE NORAMP SERVICES IS AT YOUR OWN RISK.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE NORAMP SERVICES OR FROM: (I) NORAMP; (II) THE PROCESSOR, OR SUPPLIERS OR LICENSORS OF NORAMP OR THE PROCESSOR; OR (III) ANY OF THE RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES OF ANY OF THE ENTITIES LISTED IN (I) OR (II) (COLLECTIVELY, THE “DISCLAIMING ENTITIES”, AND EACH A “DISCLAIMING ENTITY”), WILL CREATE ANY WARRANTY. YOU ACKNOWLEDGE THAT WE DO NOT HAVE CONTROL OVER THE PRODUCTS OR SERVICES THAT ARE PAID FOR WITH THE NORAMP SERVICES, AND WE CANNOT ENSURE THAT YOUR CUSTOMERS WILL COMPLETE A TRANSACTION OR ARE AUTHORIZED TO DO SO.
WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT WARRANT THAT: (I) INFORMATION PROVIDED THROUGH THE NORAMP SERVICES IS ACCURATE, RELIABLE, OR CORRECT; (II) THE NORAMP SERVICES WILL MEET YOUR REQUIREMENTS; (III) THE NORAMP SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (IV) THE NORAMP SERVICES WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (V) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (VI) THE NORAMP SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE DISCLAIMING ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT HOW LONG WILL BE NEEDED TO COMPLETE THE PROCESSING OF ANY TRANSACTION.
IN NO EVENT SHALL A DISCLAIMING ENTITY BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THIS AGREEMENT OR THE NORAMP SERVICES, INCLUDING THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE NORAMP SERVICES. UNDER NO CIRCUMSTANCES WILL ANY DISCLAIMING ENTITY BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS TO OR USE OF THE NORAMP SERVICES OR YOUR NORAMP ACCOUNT, OR THE INFORMATION CONTAINED THEREIN, OR FOR ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE NORAMP SERVICES, ANY BUGS, VIRUSES, OR OTHER HARMFUL CODE TRANSMITTED TO OR THROUGH THE NORAMP SERVICES, ANY ERRORS, INACCURACIES, OR OMISSIONS IN ANY CONTENT OR INFORMATION MADE AVAILABLE THROUGH THE NORAMP SERVICES, OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES’ CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES AND SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO NORAMP DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS SECTION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH A CLAIM IS BASED, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS, AND EVEN IF A DISCLAIMING ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND APPLIES TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
For clarity, nothing in this Section limits your obligations to pay Fees, chargebacks, reversals, refunds, fines, penalties, or other amounts owed under this Agreement, or your indemnification obligations under Section 22.
The NoRamp Services are controlled and operated from facilities in the United States. We make no representation that the NoRamp Services are appropriate or available for use in other locations. Those who access or use the NoRamp Services from other jurisdictions do so at their own volition and are responsible for compliance with all applicable United States, foreign, and local laws and regulations, including export and import regulations. You may not use the NoRamp Services if you are a resident of a country embargoed by the United States.
Plain English: You cover us for claims arising from your business and your use of the platform. We cover you if someone claims our software infringes their intellectual property.
By You. You agree to defend, indemnify, and hold harmless NoRamp, our affiliates, and their respective employees, agents, and service providers (each, a “NoRamp Entity”) from and against any claim, suit, demand, loss, liability, damage, action, or proceeding (each, a “Claim”) brought by a third party against a NoRamp Entity, and to fully reimburse the NoRamp Entities for all resulting losses, damages, and expenses (including reasonable attorneys’ fees), to the extent arising from: (i) your breach of any provision of this Agreement; (ii) any fees, fines, penalties, disputes, reversals, chargebacks, or other liability we incur that results from your use of the NoRamp Services; (iii) negligent or willful misconduct of your owners, employees, contractors, or agents; (iv) your contractual or other relationships with your customers; or (v) third-party indemnification obligations we incur as a direct or indirect result of your acts or omissions, including indemnification of the Processor or any Payment Network.
By NoRamp. NoRamp will defend you against any third-party Claim alleging that the NoRamp Services, as provided by NoRamp and used in accordance with this Agreement, infringe a United States patent, copyright, or trademark, and NoRamp will pay the damages finally awarded against you (or agreed by NoRamp in settlement) resulting from such Claim. NoRamp has no obligation for Claims to the extent arising from: (i) combination of the NoRamp Services with products, services, or data not provided by NoRamp; (ii) modification of the NoRamp Services by anyone other than NoRamp; or (iii) use of the NoRamp Services after NoRamp has notified you to discontinue use, or other than in accordance with this Agreement and the documentation. If the NoRamp Services become, or in NoRamp’s opinion are likely to become, the subject of an infringement Claim, NoRamp may, at its option and expense, procure the right for you to continue using them, modify or replace them so they become non-infringing, or terminate this Agreement and refund any prepaid, unused Fees. This paragraph states NoRamp’s entire liability and your exclusive remedy for infringement Claims.
Procedure. The indemnified party will give the indemnifying party prompt written notice of any Claim (provided that a failure to give prompt notice relieves the indemnifying party of its obligations only to the extent it is materially prejudiced by the failure), reasonable cooperation, and, at the indemnifying party’s election, sole control of the defense and settlement of the Claim, provided that the indemnifying party may not settle any Claim in a manner that imposes obligations on, or requires an admission by, the indemnified party without the indemnified party’s prior written consent.
Plain English: Talk to us first, most issues get resolved quickly. If we cannot work it out, disputes go to individual arbitration. Small claims stay in small claims court, and you can opt out of arbitration entirely within 30 days of signing up.
Informal Resolution. Before filing a claim, you agree to first contact us at legal@noramp.io with a written description of the dispute, and we agree to do the same by writing to the email address associated with your NoRamp Account. The parties will attempt in good faith to resolve the dispute informally for at least thirty (30) days before initiating any formal proceeding.
Arbitration. Except as provided below, any dispute, claim, or controversy arising out of or relating to this Agreement or the NoRamp Services that is not resolved informally shall be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator. The seat of arbitration shall be Miami, Florida, and hearings will be conducted by videoconference where feasible. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision. Judgment on the award may be entered in any court of competent jurisdiction.
Exceptions. Either party may: (i) bring an individual claim in small claims court if it qualifies; and (ii) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property rights or to address unauthorized access to the NoRamp Services.
Class Action Waiver. Each party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. The arbitrator may not consolidate the claims of more than one party. If this class action waiver is found unenforceable as to a particular claim, then the arbitration provision shall be void as to that claim, which shall proceed in court as set out below. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.
Opt-Out. You may opt out of this arbitration provision by sending written notice to legal@noramp.io within thirty (30) days of the date you first accept this Agreement, stating your business name and your intent to opt out of arbitration. Opting out of arbitration has no effect on any other part of this Agreement.
Governing Law and Venue. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles. For any dispute that is not subject to arbitration, the exclusive venue shall be the state and federal courts located in Delaware, and each party consents to the personal jurisdiction of those courts.
We may provide notices to you by email to the address associated with your NoRamp Account or by posting through the NoRamp Platform, and such notices are effective when sent or posted. You are responsible for keeping your email address current. You may provide notices to us by email to legal@noramp.io or by mail to NoRamp, Inc., Attn: Legal, and such notices are effective upon receipt.
Amendments. We may change or add to the terms of this Agreement, and may change, discontinue, or impose conditions on any feature or aspect of the NoRamp Services, with notice that we reasonably deem appropriate under the circumstances. For material changes to this Agreement, we will provide at least thirty (30) days’ advance notice by email or through the NoRamp Platform, stating the effective date. Your continued use of the NoRamp Services after the effective date of a change constitutes your acceptance of the Agreement as modified. If you do not agree to a change, your sole remedy is to close your NoRamp Account before the effective date.
Assignment. This Agreement, and any rights and licenses granted under it, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without consent or restriction.
Force Majeure. Neither party will be liable for delays in processing or other non-performance caused by events beyond its reasonable control, such as fires, telecommunications failures, utility or power failures, equipment failures, labor strife, riots, war, terrorist attack, non-performance of vendors or suppliers, or acts of God, except that nothing in this paragraph excuses your payment, chargeback, refund, fine, or indemnification obligations under Sections 6, 7, 8, and 22.
Entire Agreement; Order of Precedence. This Agreement, together with all policies and documents incorporated by reference, constitutes the entire agreement between you and NoRamp with respect to the NoRamp Services and supersedes all prior or contemporaneous understandings on that subject. Except as otherwise set out in this Agreement, in the event of a conflict between this Agreement and any other NoRamp or Processor agreement or policy, this Agreement shall prevail with respect to its subject matter.
Severability. If any provision of this Agreement (or portion thereof) is held invalid or unenforceable under applicable law, it shall be modified and interpreted to accomplish its objectives to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.
No Waiver. Our failure to assert any right or provision under this Agreement shall not constitute a waiver of that right or provision, and no waiver of any term shall be deemed a further or continuing waiver of that term or any other term.
Relationship; No Third-Party Beneficiaries. The parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture, or employment relationship. Except for the NoRamp Entities and the Disclaiming Entities, which are intended beneficiaries of the provisions that reference them, there are no third-party beneficiaries to this Agreement.
Electronic Communications. You consent to receive communications from us electronically, and you agree that this Agreement and all notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing. You agree that your electronic acceptance of this Agreement has the same legal effect as a handwritten signature.
Interpretation. Headings are included for convenience only and shall not be considered in interpreting this Agreement. The word “including” means “including without limitation.” Each party has had the opportunity to review this Agreement with independent legal counsel to the extent it considered necessary, and any rule of construction resolving ambiguities against the drafting party shall not apply. The rights conferred on us in this Agreement are cumulative and concurrent with, and in addition to, every other right we may have under this Agreement, at law, or in equity.
Survival. Sections 4 (Ownership), 6 (with respect to accrued Fees), 7, 8, 9, 11, 13, 14, 16, 17 (effects of termination), 18, 20, 21, 22, 23, 24, and 25 survive any termination or expiration of this Agreement.