RAMP EXPENSE REIMBURSEMENTS AGREEMENT

This Ramp Expense Reimbursement Agreement (this “Addendum”) is incorporated into and made a part of the Ramp Platform Agreement between you (“You” or “Company”) and Ramp Business Corporation (“Ramp”) governing your use of Your Ramp Account. Capitalized terms used herein that are not otherwise defined herein shall have the meaning provided in such Ramp Platform Agreement (the “Platform Agreement”). The Platform Agreement as supplemented by this Addendum governs your use of the expense reimbursement feature of your Ramp Account.

  1. Reimbursement” means a payment made by Ramp to a User in the amount of an authorized business expenses incurred by such User for the benefit of Company, including, without limitation, both amounts actually incurred and per diems or other allowances provided in lieu of actual reimbursements.
  2. Users may enroll to use the Services to submit requests for Reimbursement. If the Administrator elects to use the Service to make Reimbursement payments, Users who enroll to use the Reimbursement capabilities of the Service and want the Reimbursement payments to be deposited directly to their bank accounts will be required to provide any information reasonably requested by Ramp, including, without limitation, an account number and routing number for a demand deposit account to which Reimbursement payments will be credited.
  3. Company shall review any request for Reimbursement submitted via the Service. The Administrator, the User’s manager or any other person authorized by the Administrator to review and approve requests for Reimbursement (the “Reviewer”) shall notify Ramp via the Service whether the request is (i) declined in whole, (ii) approved in whole, or (iii) approved in part and declined in part, in which event the Reviewer shall specify the amount of such requested Reimbursement that is approved for payment. Ramp shall cause (i) any requested Reimbursement amount that is approved by the Reviewer to be promptly credited to the demand deposit account designated by the User, subject to the availability of funds and any spending limits or other requirements or conditions imposed by Ramp and (ii) the User to be notified if Reimbursement is paid or if the request for Reimbursement is declined in whole or part.
  4. As between Ramp and Company, Company will be solely responsible for (i) notifying all Users who enroll to use the Reimbursement capabilities of the Service of Company’s expense reimbursement policies, including, without limitation, (a) the types of expenses that are subject to reimbursement, (b) any requirement that expenses be pre-approved, as well as the persons authorized to provide and the process for obtaining such pre-approvals, (c) any limits on the amount of any expenditures that are subject to reimbursement, and (d) required supporting documentation; (ii) reviewing and evaluating any request for reimbursement; (iii) addressing any concerns regarding any request for Reimbursement with the User; (iv) requesting any required additional information from the User; (v) ensuring that the foregoing policies and Company’s conduct with respect to Reimbursements complies with all laws and regulations relating thereto, including, without limitation, any tax withholding or reporting obligations; (vi) ensuring that Company complies with all policies communicated to the User; and (vii) determining the amount, if any, to be reimbursed.
  5. Concurrently with Ramp’s payment of any Reimbursement (or shortly thereafter), Ramp will debit the Linked Account for repayment of the Reimbursement payment. You acknowledge that Your ACH Authorization in Section 2.8 of the Platform Agreement extends to debits made to repay Reimbursements. You are in any event responsible for repayment in full to Ramp of all Reimbursements paid by Ramp and will ensure that the balance in the Linked Account is at all times sufficient to repay all approved requests for Reimbursement.
  6. You agree to indemnify and defend Ramp and its affiliates, including, without limitation, Ramp’s and each such affiliate’s employees, contractors, vendors and service providers) from and against any losses, liabilities, damages, claims, costs or expenses (including, without limitation, reasonable attorneys’ fees) arising out of or relating to claims, proceedings, suits, or actions brought by or initiated against Ramp or any of the other indemnitees specified above by any third party that relate in any way to Reimbursements, including, without limitation, requests therefor, consideration of such requests, and related decisions.