READ CAREFULLY THIS SERVICE AGREEMENT (“AGREEMENT”), WHICH CONTAINS THE EXCLUSIVE TERMS AND CONDITIONS BETWEEN RAMPEDUP, LLC. (“RAMPEDUP”) AND THE CUSTOMER SPECIFICALLY IDENTIFIED IN THE ORDER FORM REFERENCING THIS SERVICE AGREEMENT (“CUSTOMER”), REGARDING ACCESS AND — USE OF THE SERVICE. THE PARTY AGREEING TO THESE TERMS ON BEHALF OF CUSTOMER REPRESENTS AND WARRANTS THAT HE/SHE HAS FULL LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT, UNDER ALL APPLICABLE LAWS AND ON BEHALF OF CUSTOMER. SELECTING THE “I ACCEPT” CHECKBOX OR BY ACCESSING OR USING THE SERVICE, CREATES A LEGALLY ENFORCEABLE CONTRACT WHERE CUSTOMER AGREES TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT MODIFICATION.
IF CUSTOMER DOES NOT AGREE TO ALL TERMS AND CONDITIONS IN THIS AGREEMENT, PLEASE DO NOT SELECT THE “I ACCEPT” CHECKBOX AND CUSTOMER SHALL BE PROHIBITED FROM ACCESSING OR USING THE SERVICE.
RampedUp and Customer hereby agree as follows:
Pursuant to these Terms of Use, Customer may order from RampedUp licenses to access and use RampedUp’s proprietary software application to be hosted and made available by RampedUp in object code format on a software-as-a-service basis, including any software and the RampedUp website located at rampedup.io (collectively, the “Service”). The specifics of each Customer order will be set forth on a written or electronic order form, quote and/or invoice (each, an “Order Form”) provided by RampedUp or made available on the RampedUp website. Terms not defined below shall have the meaning given to them in the Order Form.
Right to Use the Service.Subject to Customers compliance with the terms and conditions of these Terms of Use, RampedUp grants Customer a nonexclusive, nontransferable, nonsublicensable right to use and access the Service but solely by Customer employees and individual contractors acting for Customer’s exclusive benefit, and only for Customer’s internal business purposes and up to the applicable number of User licenses purchased or authorized (i.e., the right to add additional Users for additional fees), each as set forth in the applicable Order Form. User names and passwords may not be shared with any individual who is not an authorized user. Customer shall not (i) rent, lease, sublicense, distribute, resell, transfer, copy, modify, create derivative works of or time-share the Service, otherwise commercially exploit or make the Service available to any third party or (ii) except to the limited extent any of the following are expressly prohibited by law, decompile, disassemble, reverse-compile, reverse-assemble or otherwise reverse-engineer (or otherwise use any similar means to discover the source code of) any aspect of the Service , or (iii) permit anyone else to do any of the foregoing. Customer may not use the Service to develop a competing product or service. Customer agree not to access the Service by any means other than through the interface that is provided by RampedUp for use in accessing the Service.
Customer may not use the Service to do any of the following: (a) send communications which are unlawful, threatening, abusive, harassing, defamatory, vulgar, obscene, offensive, libelous, or that may invade another’s right of privacy or publicity; (b) utilize the intellectual property of any other person or entity without their prior and explicit written permission; (c) violate any law, rule or regulation or advocate any activity that does so; (d) solicit funds, goods, or services (including, but not limited to, sweepstakes, contests or pyramid schemes); (e) transmit viruses or corrupted data or otherwise burden or interfere with the operation of the Service or any other party’s site or service; (f) adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks; or (g) collect or store user names, email addresses or any other personally identifiable information about any user without their explicit permission and in all cases in compliance with applicable laws and regulations.
Ownership. Customer acknowledges that the Service is the proprietary intellectual property of RampedUp or its licensors. Customer may not remove or modify any copyright and other proprietary notices in connection with the Service. Customer hereby grants RampedUp the right to use data and information we collect from the Service (but only in an aggregate or compiled form that does not identify Customer) which we may use to improve the products and services we offer, and to improve the overall experience of the Service. No rights or licenses are granted to Customer other than the express rights granted in these Terms of Use.
Customer Responsibilities. Customer acknowledges that the Service may integrate with one or more third party data providers (each, a “Third Party Provider”) and Customer is solely responsible for the following: (a) having Internet access and an active Third Party Provider account, if applicable, in order to use the Service (and for all costs in connection with such access); (b) ensuring that all registration and account information and data are current and accurate and that Customer has backed-up all such information; (c) managing all account activity; (d) maintaining the confidentiality and security of Customer username, password and account information; and (e) securing all consents and permissions to enable Customer to maintain Customer Third Party Provider accounts, if applicable, and to allow RampedUp to access the data in such Customer Third Party Provider accounts.
Customer is solely responsible for all data, information, feedback, suggestions, text, content and other materials that Customer uploads, posts, delivers, provides or otherwise transmits or stores (hereafter “post(ing)”) in connection with or relating to the Service (“Customer Content”). RampedUp reserves the right to access Customer account in order to respond to Customer requests for technical support and as otherwise necessary or useful to provide Customer the Service. RampedUp has the right, but not the obligation, to monitor the Service or Customer Content.
Payment. Customer agrees to pay to RampedUp all fees set forth in an Order Form for the duration of the applicable Subscription Term specified in the Order Form. In the event that Customer exceeds the quantity of User licenses specified in any Order Form, RampedUp will invoice Customer, and Customer shall pay RampedUp, for such additional Users at the same per-User fee set forth in the Order Form, adjusted on a pro rata basis for the then-remaining portion of the current Subscription Term. To the extent such fees are to be payable by credit card, Customer will be required to provide RampedUp information regarding Customer credit card or other payment instrument. Customer (i) represent and warrant to RampedUp that such information is true and that Customer are authorized to use the payment instrument and (ii) hereby authorize RampedUp to bill Customer payment instrument in advance on a periodic basis in accordance with the terms of the applicable payment plan until Customer terminates Customer account, and Customer further agree to pay any charges so incurred. Customer will promptly update Customer account information with any changes (for example, a change in Customer billing address or credit card expiration date) that may occur. Customer agrees to pay RampedUp all fees in accordance with the terms of the Order Form and these Terms of Use. If Customer disputes any charges Customer must let RampedUp know within sixty (60) days after the date that RampedUp invoices Customer. If at any time Customer are overdue on Customer account, RampedUp may suspend Customer access to the Service and/or terminate these Terms of Use, and in any such case we are not responsible for maintaining Customer account data.
Security. RampedUp utilizes generally-accepted security measures (such as SSL encryption) to protect against the misuse or unauthorized disclosure of Customer Content. However, Customer understands that the operation of the Service, including Customer Content, may involve (a) encrypted transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) encrypted transmission to RampedUp’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service, and there can be no assurance that such elements will always be secure.
Confidentiality. “Confidential Information” means, with respect to a party (the “disclosing party”), information that pertains to such party’s business, including, without limitation, technical, marketing, financial, employee, planning, product roadmaps and documentation, performance results, pricing, and other confidential or proprietary information. Confidential Information will be designated and/or marked as confidential when disclosed, provided that any information that the party receiving such information (the “receiving party”) knew or reasonable should have known, under the circumstances, was considered confidential or proprietary by the disclosing party, will be considered Confidential Information of the disclosing party even if not designated or marked as such. The receiving party shall preserve the confidentiality of the disclosing party’s Confidential Information and treat such Confidential Information with at least the same degree of care that receiving party uses to protect its own Confidential Information, but not less than a reasonable standard of care. The receiving party will use the Confidential Information of the disclosing party only to exercise rights and perform obligations under these Terms of Use. Confidential Information of the disclosing party will be disclosed only to those employees and contractors of the receiving party with a need to know such information. The receiving party shall not be liable to the disclosing party for the release of Confidential Information if such information: (a) was known to the receiving party on or before Effective Date without restriction as to use or disclosure; (b) is released into the public domain through no fault of the receiving party; (c) was independently developed solely by the employees of the receiving party who have not had access to Confidential Information; or (d) is divulged pursuant to any legal proceeding or otherwise required by law, provided that, to the extent legally permissible, the receiving party will notify the disclosing party promptly of such required disclosure and reasonably assists the disclosing party in efforts to limit such required disclosure.
Subscription Term and Renewal. Unless otherwise set forth in the Order Form, the Subscription Term shall automatically renew for successive periods equal to the term specified in the Order Form at the prices published by RampedUp applicable to such successive periods or as otherwise set forth in the applicable Order Form, unless either party notifies the other party of its intent not to renew at least thirty (30) days prior to the conclusion of the then–current term. Any such renewal shall be based upon the total of all initial and additional Users that have been added to the Service during the preceding Subscription Term. Unless stated otherwise, a subscription term is for a 12 month period.
Customer has the right to terminate these Terms of Use at any time during the Subscription Term in the event that RampedUp has materially breached these Terms of Use and does not cure such breach within thirty (30) days following notice from Customer. RampedUp reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate Customer account (any part thereof) or use of the Service and remove and discard any Customer Content in the Service if RampedUp believes that Customer have violated these Terms of Use.
RampedUp shall not be liable to Customer or any third party for any modification, suspension or discontinuation of the Service. RampedUp will use good faith efforts to contact Customer to warn Customer prior to suspension or termination of Customer account by RampedUp. All Customer Content on the Service (if any) may be permanently deleted by RampedUp thirty days after any termination of Customer account in its sole discretion. Except as provided in this Section 7, all fees paid are non-refundable and non-cancelable. All accrued rights to payment and the terms of Section 2, 3, 5-10 and 12 shall survive termination of these Terms of Use.
Representations and Warranties. Each party represents and warrants that it has full power and authority to enter into these Terms of Use. RampedUp represents and warrants that it will perform the Services in a professional and workmanlike manner. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8, THE SERVICE IS PROVIDED ON AN “AS-IS, AS-AVAILABLE” BASIS. NEITHER RAMPEDUP NOR ANY OF ITS VENDORS MAKES ANY WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT) WITH RESPECT TO THE SERVICE OR ANY RESULTS OBTAINED FROM THE — USE OF THE SERVICE OR REPORTS. SPECIFICALLY, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER RAMPEDUP NOR ITS VENDORS IS LIABLE IN ANY WAY FOR (A) THE ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, OR ANY OTHER ASPECT OF ANY SERVICES OR INFORMATION PROVIDED BY APPLICABLE THIRD PARTY PROVIDERS OR ANY OTHER THIRD PARTY, EVEN IF DELIVERED OR OTHERWISE PROVIDED VIA THE SERVICE, OR (B) ANY THIRD-PARTY WEB SITES OR CONTENT.
Privacy. Please visit our privacy policy to understand how RampedUp collects and uses personal information. RampedUp’s privacy policy is incorporated into these Terms of Use.
Miscellaneous. Notices delivered under these Terms of Use must be given in writing and will be effective when received, provided that RampedUp may provide notices via email, a posting in Customer user account, display of a notice (or a link to a notice) on the Service, or via first-class mail or overnight courier to the address in Customer account information. These Terms of Use, together with any written agreement between RampedUp and Customer, contain the entire understanding of the parties with respect to the transactions and matters contemplated hereby, supersedes all previous communications, understandings and agreements (whether electronic, oral or written). RampedUp may include Customer’s name in its published client lists, but will not issue a press release or any other publicity referring specifically to Customer without Customer’s prior written consent. RampedUp is an independent contractor and not an employee or agent of Customer. Neither party is authorized to assume or create any obligation or responsibility on behalf of, or in the name of, the other or to bind the other in any manner. Neither party may assign or transfer these Terms of Use without the other party’s prior written consent, except in connection with a merger or the sale of all or substantially all of the assets, business, or stock of such party, which may occur without such consent. These Terms of Use will be construed in accordance with the laws of the State of Georgia as applied to contracts entered and performed entirely in Georgia between two of its residents. Any dispute arising from or relating to the subject matter of these Terms of Use that cannot be resolved within a period of sixty (60) days after notice of a dispute has been given by one party hereunder to the other (the last day of such sixty (60) day period being herein referred to as the “Arbitration Date”), shall be finally settled by arbitration in Atlanta, Georgia, using the English language in accordance with the Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one or more commercial arbitrator(s) with substantial experience in resolving complex commercial contract disputes, who may or may not be selected from the appropriate list of JAMS arbitrators. If the parties cannot agree upon the number and identity of the arbitrators within fifteen (15) days following the Arbitration Date, then a single arbitrator shall be selected on an expedited basis in accordance with the Arbitration Rules and Procedures of JAMS. Any arbitrator so selected shall have substantial experience in the software industry. The arbitrator(s) shall have the authority to grant specific performance and to allocate between the parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator(s) may determine. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to at any time to institute an action in any court of proper jurisdiction for a preliminary injunction or any other form of equitable relief.
Toll Free Phone: (888) 278-3433 Email: contact@rampedup.io Address: 2090 Dunwoody Club Drive Ste. 106-281 Atlanta, GA 30350
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