Terms of Service

These Terms of Service (“Agreement”) govern access to and use of the FilingRamp platform, a software-as-a-service solution provided by FilingRamp, LLC (“FilingRamp”), and made available at www.filingramp.com (the “Service”). This Agreement is entered into by and between FilingRamp and the entity or individual identified as the customer (“Customer”) in the applicable Order Form, and applies to any authorized users accessing the Service on Customer’s behalf (“Users”).

By accessing the Service via www.filingramp.comor executing an Order Form that references this Agreement, Customer agrees to be bound by these Terms. If the individual accepting this Agreement is doing so on behalf of an organization, such individual represents that they have the authority to bind the organization to this Agreement.

1. DEFINITIONS

"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"Agreement" has the meaning set forth in the preamble.

“Confidential Information” means all confidential information disclosed by a party or its Affiliates ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or a reasonable person would consider confidential. Confidential Information includes all information concerning: the Disclosing Party's customers and potential customers, past, present, or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, Customer Data will be considered Confidential Information under this Agreement regardless of whether or not it is designated as confidential.

"Contact Information" means the name, email address, phone number, and similar information provided by Users to the Service.

"Content" means all data, information, or materials submitted, uploaded, transmitted, or otherwise provided to the Service by or on behalf of Customer in connection with the use of the Service or provision of the Services by FilingRamp.

“Customer” has the meaning set forth in the preamble.

“Feedback” has the meaning set forth in Section 5.2.

“Filing Ramp” has the meaning set forth in the preamble.

"Order Form" means the FilingRamp-approved ordering document or online subscription process through which Customer subscribes to the Service, whether executed physically or electronically.

"Privacy Policy" means the FilingRamp Privacy Policy available at www.filingramp.com/privacy-policy, as updated by us from time to time.

"Subscription Term" means the duration of Customer’s subscription to the Service, as set forth in the applicable Order Form.

“Usage Data” has the meaning set forth in Section 4.2.

"User" has the meaning set forth in the preamble.

USE OF SERVICES.

1.1. Access Rights. Subject to the terms of this Agreement and the applicable Order Form, FilingRamp grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable Subscription Term to access and use the Service solely for Customer’s internal business purposes and in accordance with this Agreement. Customer may permit its Affiliates and authorized Users to access and use the Service, provided that Customer remains responsible for their compliance with this Agreement.

1.2. Use Restrictions. Customer will not, and will not permit any third party to: (a) copy, modify, or create derivative works of the Service; (b) rent, lease, sell, sublicense, assign, or otherwise transfer rights in the Service; (c) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Service (except to the extent such restriction is prohibited by applicable law); (d) access the Service in order to build a competing product or service; (e) use the Service for any purpose not expressly authorized by this Agreement; or (f) remove or alter any proprietary notices or labels on the Service.

1.3. Customer Responsibilities. Customer is responsible for all activity occurring under its account, including use by its Users and Affiliates. Customer will (a) ensure that all access and use of the Service is in compliance with this Agreement, (b) use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and (c) promptly notify FilingRamp of any unauthorized access or use. Customer represents and warrants that it has obtained all necessary rights, consents, and permissions for any Content or data it submits to the Service, and that such Content does not infringe or misappropriate any third-party rights or violate any applicable laws.

1.4. Suspension Rights. FilingRamp may suspend Customer’s or any User’s access to the Service if FilingRamp reasonably determines that (a) Customer has materially breached this Agreement, (b) suspension is necessary to prevent harm to the Service or other customers, or (c) suspension is required by law. FilingRamp will use reasonable efforts to provide advance notice and will reinstate access promptly once the issue is resolved.

2. FEES AND PAYMENT TERMS.

2.1. Fees and Subscription Terms. Fees for the Service will be set forth in the applicable Order Form. Unless otherwise stated in the Order Form, all fees are due annually in advance and are non-refundable, except as otherwise expressly provided in this Agreement. Customer’s access to the Service is subject to timely payment of all fees in accordance with the Order Form and this Agreement.

2.2. Automatic Renewal. Unless otherwise specified in the Order Form, each Subscription will automatically renew for successive renewal terms equal in length to the initial Subscription Term unless either party provides notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.

2.3. Invoicing and Payment. Unless otherwise specified in the Order Form, FilingRamp will invoice Customer for all fees upon the execution of the applicable Order Form and at the beginning of each renewal term. Invoices are due net thirty (30) days from the invoice date. Late payments may be subject to a finance charge of 1.5% per month, or the maximum amount permitted by law, whichever is less, plus all costs of collection

2.4. Fee Adjustments. FilingRamp may modify its fees for any renewal Subscription Term by providing notice to Customer at least forty-five (45) days prior to the renewal effective date. Fee changes will not apply to any then-current Subscription Term.

2.5. Taxes. All fees are exclusive of taxes, levies, duties, or similar governmental assessments, including value-added tax (VAT), sales tax, use tax, or withholding tax assessable by any jurisdiction. Customer is responsible for paying all taxes associated with its purchases hereunder, except for taxes based on FilingRamp’s net income, property, or employees. If FilingRamp has a legal obligation to pay or collect taxes for which Customer is responsible, FilingRamp will invoice Customer and Customer will pay that amount unless Customer provides a valid tax exemption certificate.

2.6. Payment Disputes. Customer must notify FilingRamp of any fee dispute within fifteen (15) days of the invoice date. If the parties determine that amounts were incorrectly invoiced, FilingRamp will issue a corrected invoice or a refund as appropriate.

3. TERM AND TERMINATION.

3.1. Term. The initial term of this Agreement and the applicable Subscription Term(s) will be set forth in the Order Form. Unless otherwise stated in the Order Form, each Subscription will automatically renew for successive periods equal to the length of the initial Subscription Term, unless either party provides notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

3.2. Early Cancellation. Customer may terminate its subscription at any time for convenience; however, FilingRamp will not provide any refunds of prepaid or unused Subscription Fees, and Customer remains responsible for any fees due through the end of the applicable Subscription Term. Termination must be submitted through the Service’s account management portal or in writing to FilingRamp’s support team.

3.3. Termination for Cause. Either party may terminate this Agreement upon thirty (30) days’ written notice if the other party is in material breach and fails to cure such breach within the notice period. Either party may terminate this Agreement immediately upon written notice if the other party: (a) becomes insolvent or is subject to a petition in bankruptcy which is not dismissed within sixty (60) days, (b) makes a general assignment for the benefit of its creditors, or (c) has a receiver appointed over a substantial part of its assets.

3.4. Effect of Termination or Expiration. Upon expiration or termination of this Agreement for any reason, all rights granted to Customer under this Agreement will terminate and Customer will immediately cease all use of the Service. Customer will remain responsible for all fees incurred prior to termination. Upon written request made within thirty (30) days after the effective date of termination, FilingRamp will make Customer Content available for export as set forth in Section 5.4. After such period, FilingRamp will delete Customer Content in accordance with its standard procedures.

3.5. Survival. Any provision of this Agreement that by its nature should survive termination or expiration will survive, including, without limitation, provisions relating to intellectual property ownership, confidentiality, disclaimers, indemnification, limitations of liability, payment obligations, and data protection.

4. CUSTOMER DATA.

4.1. Customer Content. As between the parties, Customer retains all right, title, and interest in and to its Content. FilingRamp does not claim ownership of Customer’s Content. Customer grants FilingRamp a non-exclusive, royalty-free, worldwide license to host, copy, transmit, and display Content solely as necessary to provide the Service and perform its obligations under this Agreement. Customer represents and warrants that it has all necessary rights, licenses, and permissions to provide the Content and grant the foregoing license.

4.2. Usage Data. FilingRamp may collect and use data relating to the configuration, performance, usage, and operation of the Service by Customer and its Users(“Usage Data”) to develop, improve, support, and operate the Service. FilingRamp may also use aggregated and de-identified Usage Data for business and marketing purposes, provided that such data does not identify Customer or any User.

4.3. Privacy. FilingRamp’s collection and use of personal data submitted by Customer or its Users in connection with the Service is governed by FilingRamp’s Privacy Policy, which is hereby incorporated by reference into this Agreement solely to the extent applicable to such collection and use.

4.4. Retention, Deletion, and Retrieval of Customer Data. Upon written request made within thirty (30) days following termination or expiration of the Agreement, FilingRamp will provide Customer with a means to export or retrieve its Content. After that period, FilingRamp will have no obligation to maintain or provide any Content and may delete all Content in its systems unless legally prohibited from doing so. To the extent such Content includes personal data, FilingRamp will process and delete such personal data in accordance with its Privacy Policy.

5. SERVICE LEVELS

FilingRamp aims to make the Service available 99.9% of the time, measured monthly, excluding scheduled maintenance, force majeure events, and downtime attributable to Customer or third-party systems. While this availability level is a target and not a guarantee, FilingRamp uses commercially reasonable efforts to achieve it and to minimize Service interruptions.

6. INTELLECTUAL PROPERTY.

6.1. This Agreement provides Customer with a limited right to access and use the Service during the applicable Subscription Term, subject to the terms of this Agreement and any applicable Order Form. No license or other right is granted to Customer except as expressly set forth herein. FilingRamp retains all right, title, and interest in and to the Service, including all underlying software, technology, algorithms, user interfaces, designs, features, and any and all improvements, enhancements, or modifications thereto, whether made by FilingRamp or suggested by Customer, and all associated intellectual property rights. The Service is provided as a hosted solution, and no software is delivered to Customer. FilingRamp’s name, logos, and other marks are trademarks of FilingRamp and may not be used without prior written permission.

6.2. If Customer or any User provides suggestions, comments, ideas, or other feedback to FilingRamp regarding the Service (collectively, “Feedback”), FilingRamp will own all rights, title, and interest in and to such Feedback, and may use and incorporate such Feedback without restriction or obligation to Customer. Customer agrees that all Feedback is provided voluntarily and on a non-confidential, non-proprietary basis, and that no compensation or attribution is required or expected

7. CONFIDENTIALITY

7.1. The Receiving Party will: (a) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (c) not disclose Confidential Information of the Disclosing Party to any third party (except those third party service providers used by us to provide some elements of the Service), and (d) limit access to Confidential Information of the Disclosing Party to those of its and its affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

7.2. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (a) the Receiving Party will provide the Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow the Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; (b) the Receiving Party will refer the request to the Disclosing Party and will provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s cost, in opposing such disclosure or seeking a protective order, unless the Receiving Party is explicitly prohibited from doing so by law or court order; and (c) in no event will the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure, including in circumstances where the Disclosing Party refuses to provide their consent or fails to respond to the Receiving Party’s inquiries in connection with the request to disclose the Confidential Information.

8. PUBLICITY

Customer grants FilingRamp the right to include Customer’s name, logo, and standard brand marks in its customer lists, marketing materials, and on its website to identify Customer as a user of the Service. Any such use will be in accordance with Customer’s then-current brand guidelines, if provided by Customer in advance. FilingRamp agrees not to use Customer’s name or logo in a way that suggests endorsement or sponsorship of FilingRamp or the Service without prior written consent. Upon Customer’s written request, FilingRamp will promptly cease any such public reference to Customer.

9. INDEMNIFICATION

9.1. Mutual General Indemnity. For purposes of this mutual general indemnity, each party (FilingRamp and Customer) are an indemnifying party and conversely an indemnified party in relation to each other. Each indemnifying party will indemnify, defend, and hold each indemnified party harmless from and against any and all damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, actions, demands, lawsuits, costs, and expenses including, without limitation, reasonable attorneys' fees, finally awarded by a court of competent jurisdiction, against the indemnified party to the extent such directly relates to (a) a material breach of this Agreement by the indemnifying party, or (b) acts or omissions of gross negligence, willful misconduct, or fraud of the indemnifying party.

9.2. FilingRamp Infringement Indemnity. FilingRamp will indemnify, defend, and hold Customer harmless from and against any third-party claim, action, or proceeding brought against Customer to the extent it is based on an allegation that Customer’s authorized use of the Service, as provided by FilingRamp and used in accordance with this Agreement, directly infringes a third party’s registered U.S. copyright, trademark, trade secret, or patent. FilingRamp’s obligations under this Section will not apply to the extent the claim arises from (a) modifications to the Service not made by FilingRamp, (b) use of the Service in combination with any data, software, hardware, or services not provided by FilingRamp, (c) use of the Service not in accordance with this Agreement or outside the scope of the rights granted herein, or (d) Customer Content. This Section states Customer’s sole and exclusive remedy, and FilingRamp’s entire liability, with respect to any claims of intellectual property infringement relating to the Service.

9.3. Customer Infringement Indemnity. Customer will indemnify, defend, and hold FilingRamp harmless from and against any third-party claim, action, or proceeding brought against FilingRamp to the extent it arises from an allegation that FilingRamp’s use of any Content, Customer marks, or other materials provided by Customer in connection with this Agreement infringes or misappropriates a third party’s intellectual property rights, including any registered copyright, trademark, trade secret, or patent.

9.4. Conditions Precedent. The indemnifying party's obligations under this Section will be subject to the indemnified party providing the indemnifying party prompt notice of the event giving rise to an indemnity obligation, providing reasonable cooperation and assistance in the defense or settlement of any claim (at the indemnifying party's sole cost and expense), and granting the indemnifying party control over the defense and settlement of the same. The indemnifying party will have the right to consent to any settlement or judgment that is binding upon the indemnifying party.

10. WARRANTIES AND DISCLAIMERS.

10.1. Mutual Warranty. Each party represents and warrants that (a) it has the full power and authority to enter into and perform its obligations under this Agreement; (b) its execution and performance of this Agreement has been duly authorized and will not violate any other agreement to which it is a party; (c) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; and (d) it will comply with all applicable laws, rules, and regulations in connection with its performance under this Agreement.

10.2. Disclaimer of Warranties. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, THE SERVICE AND ANY RELATED PROFESSIONAL SERVICES ARE PROVIDED BY FILINGRAMP ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND FILINGRAMP MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THAT THE SERVICE WILL BE SECURE, ACCURATE, RELIABLE, UNINTERRUPTED, OR ERROR-FREE.

11. LIMITATION OF LIABILITY.

11.1. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

11.2. Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL FILINGRAMP OR ITS AFFILIATES BE LIABLE TO CUSTOMER, ITS AFFILIATES, OR ANY THIRD PARTY FOR ANY DAMAGES IN EXCESS OF THE TOTAL AMOUNT PAID BY CUSTOMER FOR THE SERVICE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON LIABILITY FOR CERTAIN TYPES OF DAMAGES OR CLAIMS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

11.3. Time Limit for Claims. TO THE EXTENT PERMITTED BY LAW, ANY CLAIM, DISPUTE, OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE FILED WITHIN TWELVE (12) MONTHS AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE; OTHERWISE, THE CLAIM IS PERMANENTLY BARRED. THIS LIMITATION PERIOD DOES NOT APPLY TO CLAIMS FOR NON-PAYMENT OR BREACH OF FILINGRAMP’S INTELLECTUAL PROPERTY RIGHTS.

11.4. Agreement to Liability Limit. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, FILINGRAMP WOULD NOT PROVIDE THE SERVICE TO YOU.

12. MISCELLANEOUS

12.1. Disputes and Arbitration. The parties will use good faith efforts to resolve any dispute, claim, or controversy arising out of or relating to this Agreement through prompt and amicable discussions between senior representatives. If the parties are unable to resolve the dispute within thirty (30) days, either party may submit the matter to binding arbitration.

Any arbitration will be conducted by the American Arbitration Association under its Commercial Arbitration Rules, in English, and held in New Jersey, unless the parties agree otherwise in writing. The arbitration will be conducted by a single arbitrator unless the parties agree to a panel. The arbitrator’s decision will be final and binding, and judgment may be entered thereon in any court of competent jurisdiction. Each party will bear its own legal fees and costs, except that the prevailing party in arbitration may recover reasonable attorneys’ fees and costs at the arbitrator’s discretion.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened unauthorized disclosure or misuse of its Confidential Information or infringement of its intellectual property rights.

12.2. Governing Law and Jurisdiction. Where the arbitration provisions of this Agreement are inapplicable, this Agreement will be governed by and construed in accordance with the laws of the State of New Jersey, without reference to conflict of laws principles. The parties agree that any legal action brought under or in conjunction with this Agreement will be brought in a federal or state court of appropriate jurisdiction in the State of New Jersey and venue will be proper in that court.

12.3. Amendment; No Waiver. This Agreement may not be amended except in a writing executed by authorized representatives of FilingRamp and Customer. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

12.4. Force Majeure. Except for payment obligations of amounts due under this Agreement, neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; pandemic; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

12.5. Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

12.6. Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement will be construed to create a partnership, joint venture, agency, or employment relationship between FilingRamp and Customer. Neither party is authorized to bind or obligate the other in any manner without the other party’s prior written consent.

12.7. Severability. If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

12.8. Notices. All notices under this Agreement must be in writing and will be deemed given: (a) when delivered personally, (b) when sent by confirmed email, or (c) when posted within the Service or sent to the recipient via in-app or portal notification (if applicable). Notices to FilingRamp must be sent by email to legal@filingramp.com or another address designated by FilingRamp in writing. Notices to Customer may be sent to the email address associated with Customer’s account or provided in an Order Form. Customer is responsible for keeping its contact and account information current. FilingRamp may also provide general notices via the Service interface or administrative dashboard.

12.9. Entire Agreement. This Agreement (including each applicable Order Form and our Privacy Policy) constitutes the entire agreement between FilingRamp and Customer regarding the Service and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral, relating to its subject matter. FilingRamp expressly objects to and rejects any additional or conflicting terms proposed by Customer. FilingRamp’s obligations are not contingent upon the delivery of any future functionality or features, nor dependent on any oral or written public comments or statements regarding future functionality or features.

12.10. Assignment. Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party, except that either party may assign this Agreement without consent to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that such successor is not a direct competitor of the non-assigning party. Any attempted assignment in violation of this Section will be null and void. This Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

12.11. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or will confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

12.12. Precedence. In the event of a conflict between the terms of the Agreement and an Order Form, the terms of the Order Form will control, but only as to that Order Form.