ACCEPTANCE OF TERMS
By using or visiting the Ramp Web site (collectively, including all Content available through the Ramp Web site) you as a user, signify your assent to the following Terms of Service (“TOS”), which may be updated by us from time to time without notice to you. In addition, when using the Ramp services, you shall be subject to any agreements, posted guidelines or rules applicable to such services, such as our Registration and Content Submission Agreement. All such agreements, guidelines and rules are hereby incorporated by reference into the TOS. Ramp may also offer other services that are governed by different terms and conditions.
DESCRIPTION OF SERVICE
Ramp provides users with access to a rich collection of resources, including search services, personalized content and video content through its Web site. You understand and agree that Ramp may include advertisements. Unless explicitly stated otherwise, any new features or enhancements to Ramp, including the release of new Ramp properties, shall be subject to the TOS. You understand and agree that Ramp is provided “AS-IS” and that Ramp assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. You are responsible for obtaining access to Ramp, and that access may involve third-party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access Ramp.
Please be aware that Ramp has certain areas on Ramp that may contain adult or mature content. You must be at least 18 years of age to access and view such areas.
YOUR REGISTRATION OBLIGATIONS
In consideration of your use of Ramp, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by Ramp’s registration form (the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Ramp has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Ramp has the right to suspend or terminate your account and refuse any and all current or future use of Ramp (or any portion thereof). You understand that through your use of Ramp you consent to the collection and use of the Registration Data, including the transfer of this information for storage, processing and use by Ramp and its affiliates.
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not Ramp, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via Ramp. Ramp does not control the Content posted via Ramp and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using Ramp, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will Ramp be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via Ramp. You agree to not use Ramp to:
0. upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
1. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of any party;
2.upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes’, or any other form of solicitation;
3. upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or
4. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to any regulations designated by the United States government.
You acknowledge that Ramp may or may not pre-screen Content, but that Ramp and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available via Ramp. Without limiting the foregoing, Ramp and its designees shall have the right to remove any Content that (a) violates the TOS or (b) is otherwise objectionable, such as, but not limited to, pornography, obscene or defamatory material, or material that may violate any third party intellectual property rights. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by Ramp or submitted to Ramp.
You understand that the technical processing and transmission of Content by Ramp, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
You understand that Ramp and the software embodied within Ramp may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by Ramp and/or content providers who provide content to Ramp. You may not attempt to override or circumvent any of the usage rules embedded into Ramp.
INTERSTATE NATURE OF COMMUNICATIONS ON Ramp NETWORK
You acknowledge that in using Ramp to search queries, you will be causing communications to be sent through Ramp’s computer networks. As a result, and also as a result of Ramp’s network architecture and business practices and the nature of electronic communications, even communications that seem to be intrastate in nature can result in the transmission of interstate communications regardless of where you are physically located at the time of transmission. Accordingly, by agreeing to this TOS, you acknowledge that use of Ramp results in interstate data transmissions. Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
You agree to indemnify and hold Ramp and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Content you submit, post, transmit or otherwise make available through Ramp, your use of Ramp, your connection to Ramp, your violation of the TOS, or your violation of any rights of another.
RESALE OF Ramp
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of Ramp (including your Ramp ID), use of Ramp, or access to Ramp.
GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that Ramp may establish general practices and limits concerning use of Ramp Content, including without limitation the maximum number of days that Content will be retained by Ramp. You agree that Ramp has no responsibility or liability for the deletion or failure to store any Content maintained or transmitted by Ramp.
MODIFICATIONS TO SERVICE
Ramp reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, Ramp (or any part thereof) with or without notice. You agree that Ramp shall not be liable to you or to any third party for any modification, suspension or discontinuance of Ramp.
You agree that Ramp may and without prior notice, immediately terminate your access to Ramp. Further, you agree that all terminations shall be made in Ramp’s sole discretion and that Ramp shall not be liable to you or any third party for any termination of your access to Ramp
Ramp may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Ramp has no control over such sites and resources, you acknowledge and agree that Ramp is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites or resources.
Ramp’S PROPRIETARY/INTELLECTUAL PROPERTY RIGHTS
You acknowledge and agree that Ramp and any necessary software used in connection with Ramp (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through Ramp or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Ramp or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on Ramp or the Software, in whole or in part.
It is our policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act. For directions and more information, please click here.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT
0. YOUR USE OF Ramp IS AT YOUR SOLE RISK. Ramp IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. Ramp AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
1. Ramp AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) Ramp WILL MEET YOUR REQUIREMENTS; (ii) Ramp WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF Ramp WILL BE ACCURATE OR RELIABLE; (iv) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE USE OF Ramp; AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
2. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF Ramp IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
3. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Ramp OR THROUGH OR FROM Ramp SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
4. Ramp EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH OR ARISING OUT OF CONTENT THAT IS SUBMITTED BY ITS USERS.
LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT Ramp AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Ramp HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE Ramp; (ii) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE USE OF Ramp; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON Ramp; OR (v) ANY OTHER MATTER RELATING TO THE USE OF Ramp. IN ANY EVENT, Ramp’S TOTAL AND MAXIMUM LIABILITY TO YOU FOR ANY CLAIM FOR DAMAGES IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED $100.
You agree that the TOS and any rights and licenses granted hereunder, may not be transferred or assigned by you, there shall be no third-party beneficiaries to this agreement.
The Ramp logo, trademarks and service marks and other Ramp logos and product and service names are trademarks of Ramp Inc. (the “Ramp Marks”). Without Ramp’s prior permission, you agree not to display or use in any manner the Ramp Marks.
Entire Agreement. The TOS, and the other agreements contemplated hereby, constitutes the entire agreement between you and Ramp and governs your use of Ramp, superseding any prior agreements between you and Ramp with respect to Ramp.
Choice of Law and Forum. The TOS and the relationship between you and Ramp shall be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of law provisions. Any suit or proceeding arising out of or relating to the TOS shall be commenced exclusively in the federal and state courts located in the Commonwealth of Massachusetts and each party irrevocably submits to the jurisdiction and venue of such courts.
Waiver and Severability of Terms. The failure of Ramp to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.
Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of Ramp or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.
The section titles in the TOS are for convenience only and have no legal or contractual effect.