RampedUp Terms of Use and Service

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Pursuant to these Terms of Use, Customer may order licenses and or credits 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. into customers.

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) 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 (ii) permit anyone else to do any of the foregoing. Customer agrees 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.

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.

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 or Credits specified in any Order Form, RampedUp will invoice Customer, and Customer shall pay RampedUp at the same rate set forth in the Order Form.

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 (30) days after the incident. 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.

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. 

RampedUp Support is available from 8:30 am – 5:00 pm Eastern, Monday through Friday.  We offer phone, chat and email support with a goal to return inquiries within 24 hours. Clients must be current and active to receive support.

RampedUp provides a Knowledge Base found here: https://knowledge.rampedup.io/knowledge that Customers can access at anytime as well as an FAQ page found here: https://rampedup.io/faq.  RampedUp provides a support portal for direct communication: https://rampedup.io/support. 

Please visit our privacy policy to understand how RampedUp collects and uses personal information. 

RampedUp’s business data is within RampedUp’s legitimate interests to organize and make available business contact information given the limited impact of this data on an individual’s private life and that this information, unlike personal contact details, is publicly available.

RampedUp uses data from publicly available sources including social media, job posting, career sites, corporate websites, and press releases.  We provide the source data on our contact records when available. RampedUp uses information made publicly available by the individual or by their company on their behalf – if an individual would like to be removed from our database they may notify us via our privacy portal.  https://basic.rampedup.io/app/donotsell 

RampedUp provides contacts and contact information.  We do not provide the consent of these individuals to receive your solicitation and any communication to these individuals is done so at your own risk.  Opt-In consent is not and cannot be transferred to the customer. 

The Subscription term shall automatically renew for successive periods equal to the term specified in the 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 so as not to disrupt service. It is the Customer's responsibility to notify RampedUp in writing if the Customer wants to NOT renew the subscription. 

Upon each renewal of this Agreement, the price increase set forth in the order form shall be a five percent (5%) increase of the then current price.

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 agreement, all fees paid are non-refundable and non-cancelable. All accrued rights to payment and the terms shall survive termination of these Terms of Use.

Termination for Cause: 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 and is considered Cause. 

Remedies.. RampedUp provides remedies in the form of data or platform issues in the form of credits within the platform - not monetary or "make good" refunds to the customer.  Our business model is not subject to fluctuations in otherwise predictable revenue. 

No Termination for Convenience. Customer may not terminate this Agreement, any Order Form, Statement of Work, subscription, license, or committed term for convenience. Customer may terminate only for cause as expressly permitted under this Agreement. For the avoidance of doubt, “termination for convenience” includes, without limitation, termination based on Customer’s selection of another vendor, the departure or change in role of the contract signer, administrator, sponsor, or primary user, a change in Customer’s business needs or demand for RampedUp services, Customer’s budgetary constraints or inability or unwillingness to pay for the services, changes in Customer’s sales, marketing, data, or go-to-market strategy, Customer’s non-use or underuse of the services, or Customer’s dissatisfaction with the accuracy, completeness, adequacy, volume, usefulness, or business value of the data or services provided by RampedUp.

Upon expiration or termination of the applicable subscription term, Customer’s account will be closed and access to the RampedUp services will terminate. RampedUp will delete Customer data, uploaded lists, saved lists, work files, and other Customer-provided materials from its active systems in accordance with its standard deletion procedures. RampedUp will not maintain Customer data or lists for Customer’s future use following expiration or termination of the subscription.

Customer acknowledges that the subscription is purchased for a defined annual subscription term and is not a purchase of a guaranteed allotment of credits independent of that term. Credits, usage rights, searches, exports, enrichments, validations, or other subscription benefits are available only during the then-current subscription term and must be used before the subscription expires or terminates. RampedUp does not roll over unused credits, usage rights, lists, exports, enrichments, validations, or other subscription benefits from one subscription term to another unless expressly agreed in writing by RampedUp.

Customer will have until 11:59 p.m. Eastern Time on the final day of the applicable subscription term to use any credits or usage rights available under that subscription. Any unused credits, unused usage rights, incomplete jobs, lists still in process, pending exports, pending enrichments, pending validations, or other uncompleted service requests remaining after that time will expire and be forfeited. 

Customer will not be entitled to receive, access, complete, export, recover, or obtain any such incomplete lists, pending results, unused credits, or remaining subscription benefits after expiration or termination, and no refund, credit, extension, or account reactivation will be owed with respect to the same

Customer’s right to access, use, download, export, retain, or otherwise benefit from RampedUp data, deliverables, credits, services, and related outputs is conditioned upon Customer’s full and timely payment of all fees due under the applicable Order Form. Customer shall be in material breach of this Agreement if payment is not made in accordance with the payment terms set forth in the applicable Order Form.

If Customer fails to pay any amounts when due and such failure remains uncured after any applicable notice and cure period, Customer shall forfeit all rights to access, use, retain, distribute, or otherwise benefit from any RampedUp data, deliverables, exports, appended records, enriched records, validation results, reports, lists, or other outputs provided through the Service. Upon such forfeiture, Customer shall immediately cease all use of RampedUp data and shall delete all RampedUp data, deliverables, exports, lists, and related outputs from its systems, applications, databases, CRMs, marketing platforms, storage environments, and any other location under Customer’s possession or control.

For clarity, once Customer has satisfied all payment obligations under the applicable Order Form in full, Customer may use RampedUp data and Service outputs in accordance with this Agreement, the applicable Order Form, and RampedUp’s Terms of Use.

Publicly Available Source Data; Proprietary Service. RampedUp provides business and professional information concerning companies and their employees that may be collected, derived, compiled, enriched, validated, organized, or made available from publicly available sources and other lawful sources. Customer acknowledges that RampedUp does not claim exclusive ownership of facts or information independently and directly sourced from publicly available materials. However, Customer further acknowledges and agrees that the RampedUp platform, Service, databases, compilations, data models, matching logic, enrichment processes, validation methods, scoring, organization, formatting, taxonomies, user interface, reports, APIs, software, documentation, and related technology constitute proprietary intellectual property, confidential information, and trade secrets of RampedUp and/or its licensors.

Proprietary Notices. Customer shall not remove, obscure, alter, or modify any copyright, trademark, attribution, confidentiality, data source, or other proprietary notices contained in or displayed with the Service, RampedUp data, deliverables, documentation, or related materials.

Aggregated and De-Identified Usage Data. Customer grants RampedUp the right to collect, use, process, and analyze data and information relating to Customer’s use of the Service, including usage patterns, performance metrics, system activity, search activity, validation outcomes, enrichment statistics, and other Service-generated information, solely in aggregated, compiled, anonymized, or de-identified form that does not identify Customer or disclose Customer’s confidential information. RampedUp may use such aggregated or de-identified information to maintain, improve, enhance, support, secure, and develop its products, services, data quality, analytics, and overall Service experience.

Reservation of Rights. No rights, title, interests, licenses, or permissions are granted to Customer except for the limited rights expressly set forth in this Agreement, the applicable Order Form, or RampedUp’s Terms of Use. RampedUp reserves all rights not expressly granted.

“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.

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. RampedUp's sub-processors can be found here https://rampedup.io/sub-processors

RampedUp manages large-scale contact and company data, and data security is a core priority. We maintain formal, documented information security policies and procedures that are:

• Approved by senior management
• Communicated to staff and available for reference
• Assigned clear ownership and responsibilities
• Enforced with disciplinary provisions for non-compliance
• Reviewed periodically for continued relevance 

Employees are required to acknowledge our Code of Conduct and confidentiality obligations, and we maintain a vendor risk assessment program and supporting policies (Information Security Policy, Privacy Policy, Code of Conduct, Incident Response Plan, Data Retention, etc.).

RampedUp's Security Documentation can be found on our website: https://rampedup.io/data-security 

Notwithstanding anything to the contrary, RampedUp may assign this Agreement, including all rights to the Data, Licensed Materials, Deliverables, Services, and any derivative works or outputs thereof, without the Customer's prior consent, to any affiliate, successor, purchaser, surviving entity, or acquiring party in connection with a merger, acquisition, consolidation, corporate reorganization, sale of equity interests, change of control, sale of a business line, or sale of all or substantially all of RampedUp's  assets, provided that the assignee assumes RampedUp's obligations under this Agreement. Such assignment may be effective upon written notice to Customer and shall not constitute a breach, default, termination event, or prohibited assignment under this Agreement. 

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. 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. engage visitors and turn them into customers.