Last updated: 06/24/2022
The Terms and Conditions described herein constitute a legal agreement (“Agreement”) between you (if your business is a sole proprietorship) or your business (if you are signing up on behalf of a corporation or other legal entity) (“you” or “your”) and NoRamp, Inc., organized under the laws of Delaware (“NoRamp”, “we”, “us”, or “our”).
1. The NoRamp Service
The NoRamp payment platform and service (“NoRamp Platform” or the “NoRamp Services”) isa data transmission service that helps merchants (each, a “Merchant”) integrate with a payment processor (the “Processor”) and by transmitting payment data and/or digital asset transmission data to transaction ledgers maintained on blockchain, mediated by smart contract (the “Blockchain Ledger”). You hereby appoint us as your agent to deliver information andinstructions on your behalf to the Processor and the Blockchain Ledger, as applicable. NoRampis not a bank, payment institution, or money services business, but instead, a supplier of theNoRamp Services to Merchants under this Agreement. For the avoidance of doubt, marketplaceplatforms that integrate the NoRamp Platform are subject to these terms and conditions asMerchants to the extent of receiving payment from their customers via the NoRamp Servicesand/or the extent of being delivered digital assets as custodian on behalf of third parties.
2. The Processor
The Processor is Stripe, Inc., organized under the laws of Delaware, or its regional affiliate,which is a technical services provider and may offer the services as an agent of one or morefinancial institutions in the applicable jurisdiction (each, a “Financial Services Provider”). Theprocessing and settlement of Transactions (as defined below) (“Payment Processing”) is carriedout by the Processor and any of the Financial Services Providers under a separate StripeConnected Account Agreement , including the United States Stripe Services Agreement and theapplicable Financial Services Terms, and to the extent you use a payment method that is subjectto additional terms, the Payment Terms (collectively, the “Processor Terms”). By accepting thisAgreement, you are also accepting and agreeing to be bound by the Processor Terms, which isthe legal agreement between you and the Processor.
NoRamp is not a party to the Processor Terms and is not liable to you in respect thereof. Byaccepting this Agreement and the Processor Terms, Merchant is agreeing to the creation of anaccount with the Processor for Payment Processing (the “Processor Account”). We reserve theright to change the Processor, subject to the terms of our agreement with the Processor. In theevent of any inconsistency between this Agreement and the Processor Terms, this Agreementshall prevail, except in the event of any inconsistency between this Agreement and the ProcessorTerms concerning Payment Processing or the Processor Account, in which case the ProcessorTerms shall prevail. The Processor’s role is to accept and process credit card, debit card andother types of payments (collectively “Cards”) with respect to sales of products and servicesthrough internet-based transactions (“Transactions”).
3. Your Role
To utilize the NoRamp Services, you must register with NoRamp and the Processor and create anaccount as specified by the Processor and/or NoRamp from time to time (the “NoRamp ServicesAccount”).
4. The NoRamp Services
NoRamp hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited,revocable right to use the NoRamp Services (the “License”). The License shall be for the term ofthis Agreement only. Neither the License nor any other provision hereof shall grant any rights inthe NoRamp Services or other intellectual property rights except the limited License of use setout above.You shall not: (i) permit any third party to access the NoRamp Services, except as permittedherein, and to carry out Transactions; (ii) create derivative works based on the NoRamp Services;(iii) copy, frame or mirror any part of the content of the NoRamp Services, other than copying orframing for your internal business purposes; (iv) reverse engineer, disassemble, decompile, orotherwise attempt to discover the source code or trade secrets for any of the NoRamp Services;or, (v) access the NoRamp Services in order to build a competitive product or service.It is your responsibility to obtain your customers’ consent to be billed for each Transaction incompliance with applicable legal requirements and Visa Europe Ltd., Visa U.S.A., Inc., VisaCanada Inc. and Visa International (collectively, “Visa”), MasterCard International Incorporated(“MasterCard”), American Express or other applicable Card networks’ (such networks being,collectively, the “Payment Networks”) payment rules (the “Payment Network Rules”).
5. Assumption of Responsibility
You assume sole and exclusive responsibility for the use of the NoRamp Services. You alsoassume sole and exclusive responsibility for Transactions under the Processor Terms. You aresolely responsible for verifying the identity of customers and of the eligibility of a presentedCard used to purchase your products and services, and NoRamp does not guarantee or assumeany liability for Transactions authorized and completed that may later be reversed or chargedback. You are solely responsible for all reversed or charged back transactions regardless of thereason for, or timing of the reversal or chargeback. NoRamp or the Processor may add or remove one or more types of Payment Networks or Cards, in their sole discretion, at any time, without prior notice to you.
Further, relative to the Blockchain Ledger, NoRamp solely transmits data to the BlockchainLedger providing the digital wallet address to which the Blockchain Ledger should then transmitthe applicable digital asset. You assume responsibility and hold NoRamp harmless for any failureon the part of the Blockchain Ledger to transmit the applicable digital asset(s).
6. Customer Service
NoRamp will use its commercially reasonable efforts to provide you with customer support tohelp resolve issues relating to the NoRamp Services. The Processor retains sole and exclusive responsibility for Payment Processing of Transactions, including the settlement of funds, butNoRamp will provide reasonable assistance in liaising between you and the Processorconcerning the Payment Processing services. You assume sole and exclusive responsibility forproviding customer service or support to your customers for any and all issues related to yourproducts and services, including, but not limited to, issues arising from the processing of Cardsthrough the NoRamp Services.
You have sole and exclusive responsibility to determine what, if any, taxes apply to the sale ofyour goods and services and/or the payments you receive in connection with your use of theNoRamp Services ("Taxes"). It is solely your responsibility to assess, collect, report, or remit thecorrect Taxes to the proper tax authority, whether in customers’ jurisdictions, your jurisdiction orelsewhere. We are not obligated to, nor will we, determine whether Taxes apply, or calculate,collect, report, or remit any Taxes to any tax authority, arising from any Transaction. NoRampretains the right, but not the obligation, at its sole discretion, to complete and file tax or relatedreports with tax authorities regarding Transactions in those jurisdictions where NoRamp deemssuch reporting necessary. You hereby indemnify and hold NoRamp harmless from and againstany and all liability related to Taxes and filings made by NoRamp in respect thereof.
8. Your Customers
If prohibited by law, you will not impose any fee or surcharge on a customer that seeks to use aneligible Card. You will provide an informational slip or receipt to your customer at theconclusion of the Transaction that includes all information required under Payment NetworkRules and applicable law.
We maintain commercially reasonable administrative, technical and physical procedures toprotect any personal information regarding you and your customers that is stored in our serversfrom unauthorized access, accidental loss, or modification. NoRamp cannot, however, guaranteethat unauthorized third parties will never be able to defeat those measures or use such personalinformation for improper purposes.
10. Data Security
You assume full responsibility for the security of data on your website, on the website of anythird party, or otherwise in your possession or control. You agree to comply with all applicablelaws and rules in connection with your collection, security, and dissemination of any personal,financial, Card, or Transaction information (collectively, “Data", and as pertains to yourcustomers, “Customer Data”). You agree that at all times you shall be compliant with applicablePayment Card Industry Data Security Standards (“PCI-DSS”) and, as applicable, the PaymentApplication Data Security Standards (“PA-DSS”). You agree to promptly provide NoRamp withdocumentation evidencing your compliance with PCI-DSS and/or PA-DSS upon request. Youalso agree that you will use only PCI-DSS and PA-DSS compliant service providers inconnection with the storage or transmission of Card information, including a cardholder’saccount number, expiration date, and CVV2. You must not store CVV2 data at any time.Information on PCI-DSS can be found on the PCI Council’s website. It is your responsibility tocomply with these standards and all the Payment Network Rules.
11. Audit Right
If NoRamp believes that a security breach, personal data breach, or other compromise of datamay have occurred, NoRamp may require you to have a third-party auditor that is approved byNoRamp conduct a security audit of your systems and facilities and issue a report to be providedto NoRamp and, at NoRamp’s discretion, to the Processor, its Financial Services Provider,Payment Networks, and law enforcement, at your sole cost and expense.
Additionally, you agree that NoRamp’s collection,use, retention, and disclosure of personal information is subject to our Data ProcessingAddendum. We will at all times comply with the provisions of applicable data protection law, including theEU General Data Protection Regulation (“GDPR”), as applicable. If we process any of yourpersonal data when performing our obligations under this Agreement, we will do so as a “datacontroller”, as defined by the GDPR. If we process any Customer Data on your behalf, we andyou both agree that it is our intention that you shall be the “data controller” and we shall be the“data processor” in relation to that data, as those terms are defined in the GDPR. We shallprocess the personal data only in accordance with the terms of this Agreement and any lawfulinstructions reasonably given by you to us from time to time. Additionally, you acknowledge thatthe Processor acts as a “data controller”, or as otherwise agreed between you and theProcessor, with regards to any personal data that they may process under this Agreement and that we are not responsible for how they process such data.
We will notify you (within a reasonable time frame) if we receive a request from a person tohave access to, or to erase that person’s personal data, a complaint or request relating to yourobligations under applicable data protection legislation, or any other communication relatingdirectly to the processing of any personal data in connection with this Agreement. You acknowledge that such requests may be subject to independent legal retention or confidentiality requirements, as permitted by the GDPR.We will provide you with reasonable co-operation and assistance in relation to any complaint orrequest made in respect of any personal data processed by us on your behalf, including byproviding you with details of the complaint or request, helping you to comply with any datasubject access requests (within the relevant timescales set out in applicable data protectionlegislation), and providing you with any personal data we hold in relation to a person making acomplaint or request (again, within a reasonable timescale).You acknowledge that we are relying on you for direction as to the extent to which we areentitled to use and process the personal data in the Customer Data that you provide us with.
Consequently, we will not be liable for any claim brought by a data subject arising from anyaction or omission by us, to the extent that such action or omission resulted from yourinstruction.Where a data subject is located in the U.K. or the European Economic Area, in order to process,use, record, and disclose your personal information, information related to your business, andData, we or our agents may transfer such information to and receive it from the Processor, itsFinancial Services Provider, or their respective agents and, in so doing, we may transmit orpossess it outside of your jurisdiction.
Additionally, in order to provide the NoRamp Services, we may use a variety of third party“sub-processors” that fall into many broad categories. By using the NoRamp Services, youconsent to our use of sub-processors.
13. Privacy of Others
You may not disclose or distribute any such information to a third party or use any suchinformation for marketing purposes unless you receive the express consent of the subject thereof to do so. You may not disclose Customer Data to any third party other than in connection with processing a Transaction requested by your customer.
14. Restricted Use
You are required to obey all laws, rules, and regulations applicable to your use of the NoRampServices (e.g., including those governing financial services, consumer protections, unfaircompetition, anti-discrimination, or false advertising). In addition to any other requirements orrestrictions set forth in this Agreement, you shall not: (i) utilize the credit available on any Cardto provide cash advances to cardholders; (ii) submit any Transaction for processing that does notarise from your sale of goods or service to a customer; (iii) act as a payment intermediary oraggregator or otherwise resell the NoRamp Services on behalf of any third party; (iv) send whatyou believe to be potentially fraudulent authorizations or fraudulent Transactions; (v) use the NoRamp Services or the Payment Processing services in a manner that a Payment Networkreasonably believes to be an abuse of the Payment Network or a violation of the Payment Network Rules; or, (vi) work around any of the technical limitations of the NoRamp Services orNoRamp’s checkout, use any tool to enable features or functionalities that are otherwise disabled in the NoRamp Services, or decompile, disassemble, or otherwise reverse engineer the NoRamp Services, except to the extent that such restriction is expressly prohibited by law.You further agree not to permit any third party to do any of the following: (i) access or attempt to access our systems, programs, or data that are not made available for public use; (ii) copy,reproduce, republish, upload, post, transmit, resell, or distribute, in any way, material from us;(iii) permit any third party to use and benefit from the NoRamp Services via a rental, lease,timesharing, service bureau, or other arrangement; (iv) transfer any rights granted to you underthis Agreement; (v) work around any of the technical limitations of the NoRamp Services orNoRamp’s checkout, use any tool to enable features or functionalities that are otherwise disabled in the NoRamp Services, or decompile, disassemble, or otherwise reverse engineer the NoRamp Services, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the NoRamp Services, prevent access to or use of the NoRamp Services by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or, (vii) otherwise use the NoRamp Services except as expressly allowed under this section.We reserve the right to not provide the NoRamp Services in respect of any Transaction you submit that we believe, in our sole discretion, is in violation of this Agreement, any otherNoRamp or Processor agreement, or applicable law, or exposes you, NoRamp, the Processor, orany other third party to actual or potential risk or harm, including, but not limited to, fraud andother criminal acts. You are hereby granting us authorization to share information with lawenforcement about you, your Transactions, or your NoRamp Services Account.
15. Payment Network Rules
The Payment Networks have established guidelines, bylaws, rules, and regulations in the form ofthe Payment Network Rules. You are required to comply with all applicable Payment NetworkRules. The Payment Network Rules for Visa, MasterCard and American Express are available onthe Internet at the following links: Visa, MasterCard and American Express. The PaymentNetworks may amend the Payment Network Rules at any time and without notice to us or to you. Insofar as the terms of this Agreement and/or the Processor Terms are inconsistent with the Payment Network Rules, the Payment Network Rules shall prevail. We reserve the right toamend this Agreement at any time, with notice to you, as may be necessary to comply with the Payment Network Rules.
16. Getting a NoRamp Services Account
To use NoRamp for your business, you are required to register for a NoRamp Services Account.When you register for a NoRamp Services Account, we will collect information such as yourname (if you are a sole proprietor), your business or trade name, your address, email, phonenumber, business identification or registration number, and certain other information that werequire. You understand that by registering for a NoRamp Services Account, you are alsoregistering for a Processor Account under the Processor Terms and that you are simultaneouslyproviding your information to NoRamp for the purpose of opening a NoRamp Services Account,and to the Processor for the purpose of establishing your Processor Account.
17. Designated Country
In registering for a NoRamp Services Account, you are obliged to identify the location fromwhere you are operating the business that will use the NoRamp Services. Use of the NoRampServices may be restricted to businesses located to or operating in certain countries, in thediscretion of NoRamp or the Processor.
18. Processing Card Transactions and Receiving Your Funds
You agree to pay the fees for processing that are established on the NoRamp Platform from timeto time, which are incorporated herein by reference (the "Processing Fees"). Processing Feesshall be collected from you by the Processor on our behalf in accordance with the terms ofthe Stripe Connected Account Agreement . You are obligated to pay all applicable taxes, fees andother charges imposed by any governmental authority, including, without limitation, any valueadded tax, goods and services tax, harmonized sales tax and/or provincial or territorial sales tax,on the NoRamp Services provided under this Agreement. If you are tax-exempt, you will provideus with an appropriate certificate or other evidence of tax exemption that is satisfactory to us. We reserve the right to change the Fees at any time, including, without limitation, if no Fees arebeing assessed at the time that you enter into the Agreement.
If you continue to use the NoRamp Services and the Processor Services for such thirty (30) days, then you are deemed to have accepted the change in Fees. In addition to the Fees, you are also responsible for any penalties and fines imposed on you or on us by any bank, money services business, 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 such financial intermediary’s rules and regulations.
19. Our Collection Rights
As security for performance of your obligations under this Agreement, you grant us a firstpriority lien and security interest on all funds processed and deposited into all Payout Accounts(as defined in the Processor Terms), and any other bank accounts associated with your NoRampServices Account, and in any funds processed using the Payment Processing services. Thesesecurity interests and liens will secure payment and performance of all of your obligations underthis Agreement and any other agreements now existing or later entered into between us and you, including, without limitation, your obligation to pay any amounts due and owing to us. You will execute, deliver and pay the fees for any documents we request to create, perfect, maintain, and enforce this security interest. To the extent permitted by law, we may collect any obligations you owe us under this Agreementby requesting that the Processor deduct the corresponding amounts from funds payable to youarising from the settlement of Transactions. Fees will be assessed at the time a Transaction isprocessed and will be first deducted from the funds received for such Transaction. If theseamounts are not sufficient to meet your obligations to us, we may charge the payment methodassociated with your NoRamp Services Account for any amounts owed to us. Your failure tofully pay amounts that you owe us on demand will be a breach of this Agreement.
You will beliable for our costs associated with collection in addition to the amount owed, including, withoutlimitation, attorneys’ fees and expenses, costs of any arbitration or court proceeding, collectionagency fees, and any applicable interest.You or NoRamp may elect to contest chargebacks assessed to your account. NoRamp mayprovide you with assistance, including notifications and software to help contest yourchargebacks. We do not assume any liability for our role or assistance in contesting chargebacks.
You grant us permission to share records or other information required with the cardholder, thecardholder’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 atimely manner may result in an irreversible chargeback being assessed. If the cardholder’sissuing bank or the Payment Network does not resolve a dispute in your favor, we may recoverthe chargeback amount and any associated fees from you. We reserve the right, upon notice toyou, to charge a fee for mediating or investigating chargeback disputes.
20. Termination and Other General Legal Terms
The Agreement is effective upon the date you agree to it (by electronically indicating acceptanceor using the NoRamp Services) and continues so long as you use the NoRamp Services or untilterminated by you or by NoRamp. You may terminate this Agreement by closing your NoRampServices Account at any time by following the instructions on our or the Processor’s website. Wemay terminate this Agreement and close your NoRamp Services Account at any time, for anyreason, upon notice to you. We may suspend your NoRamp Services Account and your access tothe NoRamp Services and any rights in respect of your NoRamp Services Account, or terminatethis Agreement, at any time, for any reason, including if: (i) we determine that you may beineligible for the NoRamp Services because of the risk associated with your NoRamp ServicesAccount, including, without limitation, significant credit or fraud risk, or for any other reason;(ii) you do not comply with any of the provisions of this Agreement or the Processor Terms; or,(iii) upon request of the Payment Network, the Processor, or a Card issuer. Termination of theProcessor Terms may, at the discretion of NoRamp, result in a termination of this Agreement.Termination of this Agreement shall entitle NoRamp to cause the Processor to terminate theProcessor Terms.If the Processor terminates the Processor Terms or indicates its intention to do so, or if you electto cease processing with such Processor, we have the right, but not the obligation, to offer you asubstitute payment processor that is integrated with the NoRamp Services Account. Upon youracceptance of the terms of service of such substitute payment processor, they shall be deemed to have replaced the Processor contemplated herein, provided that your liabilities to the Processor herein shall not be diminished on account of accepting the terms of the substitute payment processor.Upon termination and closing of your NoRamp Services Account, we will immediatelydiscontinue your access to the NoRamp Services. You agree to complete all pendingTransactions, immediately remove all logos for Cards, and stop accepting new Transactionsthrough the NoRamp Services. You will not be refunded the remainder of any Fees that you havepaid for the NoRamp Services if your access to or use of the NoRamp Services is terminated orsuspended. Any funds in the Financial Services Provider’s custody will be paid out to yousubject to the terms of your Payout Schedule (as defined in the Processor Terms).Termination does not relieve you of your obligations as defined in this Agreement, and theProcessor may elect to continue to hold any funds deemed necessary, pending resolution of anyother terms or obligations defined in this Agreement, including, but not limited to, chargebacks,fees, refunds, or other investigations or proceedings.Upon termination you agree: (i) to immediately cease your use of the NoRamp Services; (ii) todiscontinue use of any NoRamp or Processor trademarks and to immediately remove anyNoRamp or Processor references and logos from your website and/or physical location, ifapplicable; (iii) that the license granted under this Agreement shall end; (iv) that we reserve theright (but have no obligation) to delete all of your information and account data stored on ourservers; (v) that we will not be liable to you for compensation, reimbursement, or damages inconnection with your use of the NoRamp Services, or any termination or suspension of theNoRamp Services, or deletion of your information or account data; and, (vi) that you will still beliable to us for any fees or fines, or other financial obligation incurred by you or through youruse of the NoRamp Services prior to termination.
The NoRamp Services are licensed and not sold. We reserve all rights not expressly granted toyou in this Agreement. The NoRamp Services are protected by copyright, trade secret, and otherintellectual property laws. We own the title, copyright, and other worldwide Intellectual PropertyRights (as defined below) in the NoRamp Services and all copies of the NoRamp Services. ThisAgreement does not grant you any rights to our trademarks or service marks.For the purposes of this Agreement, “Intellectual Property Rights" means all patent rights,copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress andservice mark rights, goodwill, trade secret rights and other intellectual property rights as maynow exist or hereafter come into existence, and all applications therefore and registrations,renewals and extensions thereof, under the laws of any state, country, territory or otherjurisdiction.
22. Liability and Indemnification
Nothing in this Agreement shall serve to diminish your liability under the Processor Terms. Youare obliged to fulfill your obligations under this Agreement and those under the Processor Terms.Insofar as NoRamp becomes liable to the Processor or any other third party for any penalties,fines, fees, or other liabilities under or in respect of the Processor Terms, the NoRamp Services,the Payment Processing services, or the Payment Network Rules, you agree to indemnify andhold NoRamp harmless from and against any and all such liabilities.You agree to indemnify and defend NoRamp, our affiliates, and their respective employees,agents and service providers (each, a “NoRamp Entity”) against any claim, suit, demand, loss,liability, damage, action, or proceeding (each, a “Claim”) brought by a third party against aNoRamp Entity, and you agree to fully reimburse the NoRamp Entities for any Claims that resultfrom: (i) your breach of any provision of this Agreement; (ii) any fees, fines, penalties, disputes,reversals, returns, chargebacks (as such terms are defined in the Processor Terms), or any otherliability we incur that results from your use of the NoRamp Services; (iii) negligent or willfulmisconduct of your owners, employees, contractors, or agents; (iv) contractual or otherrelationships between you and your customers; or, (v) third-party indemnity obligations we incuras a direct or indirect result of your acts or omissions, including, but not limited to,indemnification of the Processor or any Payment Network.We will have the final decision-making authority with respect to Claims, including, withoutlimitation, claims for refunds for purchased items that are filed with us by you or your customers. You will be required to reimburse us for your liability. Your liability will include the fullpurchase price of the item plus the original shipping cost (and in some cases you may not receivethe item back). You will not receive a refund of any Fees paid to us.
23. Your Representations, Warranties and Covenants
You represent and warrant to us that: (i) if you are a sole proprietor, you are at least eighteen (18) years of age or, if you are a corporation or other entity, that the person entering into thisAgreement on your behalf is at least eighteen (18) years of age, is authorized to act on yourbehalf, and has the authority to bind you to this Agreement; (ii) you are eligible to register anduse the NoRamp Services and have the right, power, and ability to enter into and perform underthis Agreement; (iii) the name identified by you when you registered is your name or businessname under which you sell goods and services and the information that you have provided to usis accurate and complete; (iv) you are not a member of an organized crime group, a party whohas been a member of an organized crime group in the past five years, a quasi-member of anorganized crime group, a corporate racketeer, or other similar party, nor are any of your officersor employees a member of the foregoing; and, (v) you will not carry out, nor use a third party tocarry out, any of the following unlawful acts: (a) the act of making violent demands; (b) the actof making unreasonable demands exceeding legal responsibilities; (c) the act of using threatening behavior or violence in relation to a transaction; (d) the act of spreading rumors, using fraudulent means, or using force to harm the other party’s reputation or obstruct the party’s business; (e) the act of selling products for the purpose of money laundering; (f) the act of using a Card held by you for a sale without reasonable grounds or another act similar to those set forth in (a) through (f).You hereby covenant to us that: (i) any Transactions submitted by you will represent a bona fidesale by you; (ii) any Transaction submitted by you will accurately describe the goods and/orservices sold and delivered to a customer; (iii) you will fulfill all of your obligations to eachcustomer for which you submit a Transaction and will resolve any disputes or complaintsdirectly with your customers; (iv) you and all Transactions initiated by you will comply with allapplicable laws, rules, and regulations applicable to your business, including, but not limited to,any applicable tax laws and regulations; (v) except in the ordinary course of business, noTransaction submitted by you through the NoRamp Services will represent a sale to anyprincipal, 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 so as to interfere with theuse of the NoRamp Services; and, (vii) any information you provide to us will be accurate andcomplete.
24. NO WARRANTIESTHE NORAMP SERVICES AND ALL ACCOMPANYING DOCUMENTATION AREPROVIDED ON AN “AS IS" AND “AS AVAILABLE" BASIS, WITHOUT ANYWARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUTLIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESSFOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF THE NORAMPSERVICES IS AT YOUR OWN RISK.NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOUFROM OR THROUGH THE NORAMP SERVICES OR FROM: (I) NORAMP; (II) THEPROCESSOR, SUPPLIERS OR LICENSORS OF NORAMP OR THE PROCESSOR; OR, (III)ANY OF THE RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES OFANY OF THE ENTITIES LISTED IN (I) OR (II) ABOVE (COLLECTIVELY, THE“DISCLAIMING ENTITIES" AND INDIVIDUALLY, A “DISCLAIMING ENTITY”), WILLCREATE ANY WARRANTY. YOU SPECIFICALLY ACKNOWLEDGE THAT WE DO NOTHAVE ANY CONTROL OVER THE PRODUCTS OR SERVICES THAT ARE PAID FORWITH THE NORAMP SERVICES, AND WE CANNOT ENSURE THAT YOURCUSTOMERS WILL COMPLETE A TRANSACTION OR ARE AUTHORIZED TO DO SO.WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOTWARRANT THAT: (I) THE INFORMATION THEY PROVIDE OR THAT IS PROVIDEDTHROUGH THE NORAMP SERVICES IS ACCURATE, RELIABLE OR CORRECT; (II)THE NORAMP SERVICES WILL MEET YOUR REQUIREMENTS; (III) THE NORAMPSERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (IV) THENORAMP SERVICES WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BESECURE; (V) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR, (VI) THENORAMP SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THEUSE OF THE NORAMP SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOUWILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSSOF DATA THAT RESULTS FROM SUCH DOWNLOAD. THE DISCLAIMING ENTITIESMAKE NO REPRESENTATIONS OR WARRANTIES ABOUT HOW LONG WILL BENEEDED TO COMPLETE THE PROCESSING OF A TRANSACTION.THE DISCLAIMING ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE, ORASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OROFFERED BY A THIRD PARTY THROUGH THE NORAMP SERVICES, OR ANYHYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHERADVERTISING, AND NEITHER NORAMP, THE PROCESSOR, NOR THE FINANCIALSERVICES PROVIDER WILL BE A PARTY TO, OR IN ANY WAY MONITOR ANYTRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS ORSERVICES.
25. Limitation of Liability and Damages
IN NO EVENT SHALL A DISCLAIMING ENTITY (AS DEFINED ABOVE) BE LIABLEFOR ANY LOST PROFITS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE,INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISINGOUT OF, IN CONNECTION WITH, OR RELATING TO THIS AGREEMENT OR THENORAMP SERVICES, INCLUDING, WITHOUT LIMITATION, THE USE OF, INABILITYTO USE, OR UNAVAILABILITY OF THE NORAMP SERVICES. UNDER NOCIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES BE RESPONSIBLEFOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OROTHER UNAUTHORIZED ACCESS OR USE OF THE NORAMP SERVICES OR YOURNORAMP SERVICES ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.THE DISCLAIMING ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY FORANY: (I) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATUREWHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE NORAMPSERVICES; (II) ANY UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED INCONNECTION WITH THE NORAMP SERVICES AND/OR ANY AND ALL PERSONALINFORMATION STORED THEREIN; (III) ANY INTERRUPTION OR CESSATION OFTRANSMISSION TO OR FROM THE NORAMP SERVICES; (IV) ANY SOFTWARE BUGS,VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BETRANSMITTED TO OR THROUGH THE NORAMP SERVICES; (V) ANY ERRORS,INACCURACIES OR OMISSIONS IN ANY CONTENT OR INFORMATION, FOR ANYLOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT ORINFORMATION, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED, OROTHERWISE MADE AVAILABLE THROUGH THE NORAMP SERVICES; AND/OR (VI)USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OFANY THIRD PARTY.
WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTION, THEDISCLAIMING ENTITIES’ CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TODIRECT DAMAGES, AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATETHE AMOUNT OF FEES PAID BY YOU TO NORAMP DURING THE THREE (3) MONTHPERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FORLIABILITY.THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGALTHEORY ON WHICH THE CLAIM IS BASED, INCLUDING, WITHOUT LIMITATION,CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHERBASIS. THE LIMITATIONS APPLY EVEN IF NORAMP OR THE PROCESSOR HAVEBEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.THE PROVISIONS OF THIS SECTION SHALL APPLY TO THE FULLEST EXTENTPERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
The NoRamp Services are controlled and operated from facilities in the United States. We makeno representations that the NoRamp Services are appropriate or available for use in otherlocations. Those who access or use the NoRamp Services from other jurisdictions do so at theirown volition and are entirely responsible for compliance with all applicable United States andforeign and local laws and regulations, including, but not limited to, export and import regulations. You may not use the NoRamp Services if you are a resident of a sanctioned countryembargoed by the United States.
26. Disputes, Choice of Law, Jurisdiction, Venue and Miscellaneous
You agree that any disputes arising out of or relating to this Agreement or the NoRamp Servicesshall be resolved in accordance with this Section.This Agreement is governed by the laws of Delaware. The exclusive venue for any actions orclaims arising under or related to this Agreement shall be a court of competent jurisdiction inDelaware.Headings are included for convenience only and shall not be considered in interpreting thisAgreement. The Agreement does not limit any rights that we may have under trade secret,copyright, patent, or other laws. Our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.We have the right to change or add to the terms of this Agreement at any time, and to change,delete, discontinue, or impose conditions on any feature or aspect of the NoRamp Services orsoftware with notice that we in our sole discretion deem to be reasonable in the circumstances.Any use of the NoRamp Services after our publication of any such changes shall constitute youracceptance of this Agreement as modified.This Agreement, and any rights and licenses granted hereunder, may not be transferred orassigned by you without our prior written consent, but may be assigned by us without consent orother restriction.No party will be liable for delays in processing or other non-performance caused by such eventsas fires, telecommunications failures, utility failures, power failures, equipment failures, laborstrife, riots, war, terrorist attack, non-performance of our vendors or suppliers, acts of God, orother causes over which the respective party has no reasonable control, except that nothing inthis section will affect or excuse your liabilities and obligations under Sections C1 or D5,including, without limitation, for reversals, chargebacks, claims, fines, fees, refunds orunfulfilled products and services.These terms and conditions, and all policies and procedures that are incorporated herein byreference, constitute the entire agreement between you and NoRamp with respect to theprovision of the NoRamp Services. Except as otherwise set out herein, in the event of a conflictbetween this Agreement and any other NoRamp or Processor agreement or policy, thisAgreement shall prevail on the subject matter of this Agreement. Except as expressly provided inthis Agreement, these terms describe the entire liability of NoRamp and our vendors andsuppliers and sets forth your exclusive remedies with respect to the NoRamp Services and youraccess and use of the NoRamp Services. If any provision of this Agreement (or portion thereof)is held to be invalid or unenforceable under applicable law, then it shall be changed andinterpreted to accomplish the objectives of such provision to the greatest extent possible underapplicable law, and the remaining provisions will continue in full force and effect.This Agreement has been reviewed by you with the benefit of independent legal counsel to theextent you consider necessary, and any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the construction or interpretation of thisAgreement. The rights conferred upon us in this Agreement are not intended to be exclusive ofeach other or of any other rights and remedies we may have at law or in equity. Rather, each and every right we may have under this Agreement, at law or in equity, is cumulative and concurrent, and in addition to every other right.