Terms & Conditions
RAMPER SERVICES - TERMS AND CONDITIONS
Date Last Revised: 3 January 2024
These Terms and Conditions (“Terms”) apply to any partner (“Partner”, “you”, or “your”) who uses Ramper Services (as defined below) provided by Ramper Labs, LLC (“Ramper”, “our”, “we”, or “us”).
These Terms form a legally binding contract between you and Ramper in relation to your use of Ramper Services.
In order to use Ramper Services, you must first agree to these Terms. You shall not use Ramper Services if you do not accept these Terms. By clicking to accept these Terms and/or using Ramper Services, you expressly acknowledge and agree that you are entering into a legal agreement with Ramper and have understood and agree to comply with and be legally bound by these Terms. You shall not use Ramper Services and may not accept these Terms if you are a person barred from receiving Ramper Services under the laws of any applicable jurisdictions, including the country in which you are resident or from which you use Ramper Services. If you are agreeing to be bound by these Terms on behalf of your employer or other entity, you represent and warrant that you have the full legal authority to bind your employer or such entity to these Terms. If you do not have the requisite authority, you shall not accept these Terms or use Ramper Services on behalf of your employer or other entity. You hereby waive any rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. If you do not agree to be bound by these Terms please do not use the Ramper Services.
Definitions
“Affiliate” is an entity controlled by, controlling, or under common control of a party, only so long as such control exists; for such purposes, the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.
“Partner Parties” include the Partner, its Affiliates and their employees, agents, contractors, consultants, advisors, and other similarly situated third parties.
“End User(s)” is end users and consumers of the Partner’s Dapps, products, and services using Ramper Services provided by Partner or made available by Partner.
“Intellectual Property Right” means trade secrets, patents, inventions, trademarks, service marks, logos, design rights (whether registerable or otherwise), applications for any of the foregoing, copyright, database rights, domain names, trade or business names, moral rights and other similar rights or obligations whether registrable or not in any country (including but not limited to the United States) and the right to sue for infringement.
“Ramper SDK” is a non-custodial wallet & web3 login solution, allowing anyone to log into decentralised applications (“Dapps”) instantly without having to download wallets, use browser extensions, or store seed phrases.
“Ramper Platform” means any associated media form, media channel, printed materials, and "online" or electronic documentation, mobile website, or mobile application related, linked, or otherwise connected thereto which is controlled and/or assigned by Ramper as well as our web application hosted on the domain https://www.ramper.xyz.
“Ramper Services” means either Ramper SDK, Ramper Platform, or both collectively.
“Sanction” means any (a) economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (i) the U.S. government and administered by OFAC, (ii) the United Nations Security Council, (iii) the European Union, (iv) any European Union Member state or (v) Her Majesty's Treasury of the United Kingdom; (b) economic or financial sanctions imposed, administered or enforced from time to time by the U.S. State Department, the U.S. Department of Commerce or the U.S. Department of the Treasury’s Office of Foreign Assets Control; and (c) economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by or any other relevant sanctions authority.
Use of Ramper Services by You
You agree to use Ramper Services and write your Dapps, products, and services only for purposes that are permitted by (a) these Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
You agree that if you use Ramper Services to develop Dapps, products and services for general public End Users, you will protect the privacy and legal rights of those End Users. If the End Users provide you with user names, passwords, or other login information or personal information, you must make the End Users aware that the information will be available to your Dapps, products and services, and you must provide legally adequate privacy notice and protection for those End Users. If your Dapps, products and services store personal or sensitive information provided by End Users, it must do so securely, and for the limited purposes for which, the End Users has given you permission to do so. You will maintain and process all End User data in accordance with your privacy policy and all applicable laws and regulations in any countries in which your Dapps, products and services are distributed or used. Ramper may collect certain data through Ramper Services, including, but not limited to, advertising identifiers, associated IP addresses, geolocation (if made available by you), version number of Ramper Services, and information on which tools and/or services in Ramper Services are being used and how they are being used. This information will be collected and used in accordance with Ramper’s Privacy Policy, which can be accessed at <link of Privacy Policy>.
You agree that you will not engage in any activity with Ramper Services, including the development or distribution of a Dapp, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party including, but not limited to, Ramper and its Affiliates.
You agree that you are solely responsible for (and that Ramper has no responsibility to you or to any third party for) any data, content, or resources that you create, transmit or display through your Dapps, products and services, and for the consequences of your actions (including any loss or damage which Ramper may suffer) by doing so.
You agree that you are solely responsible for (and that Ramper has no responsibility to you or to any third party for) any breach of your obligations under these Terms, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which Ramper or any third party may suffer) of any such breach.
Fees
You acknowledge and agree that the use of Ramper Services may be subject to transaction fees. Ramper may, at any time, be entitled to collect the transaction fees arising from transactions via your Dapps, products and services using Ramper Services.
Transaction fees will be calculated as a percentage of each transaction conducted through your Dapps, products and services using Ramper Services.
You acknowledge and agree that transaction fees associated with the use of Ramper Services will be deducted directly from each transaction conducted through your Dapps, products and services. You hereby authorize Ramper to deduct the applicable transaction fees automatically from the transaction amount before any funds are settled to you.
Intellectual Property Rights
All rights, titles and interests in and to (a) Ramper Services, and (b) all works, inventions, and other subject matter incorporating, based on, or derived from Ramper Services, including all customizations, enhancements, improvements, and other modifications thereof (collectively, "Derivatives"), in each case by whomever made and including all Intellectual Property Rights therein, are and will remain, as appropriate, with Ramper. Partner has no right or license with respect to Ramper Services or Derivatives except as expressly licensed under Section 5. All other rights in and to Ramper Services and Derivatives are expressly reserved by Ramper and the respective third-party licensors.
For avoidance of doubt, Ramper agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Dapps, products and services that you develop using Ramper Services, including any Intellectual Property Rights that subsist in those Dapps, products and services.
The: (i) content on Ramper Services, including without limitation, the text, information, documents, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (the "Materials"), the (ii) trademarks, service marks and logos contained therein ("Marks", and together with the Materials, the "Content"), is the property of Ramper and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. "Ramper" and its logo are Marks of Ramper and its affiliates. All other Marks used on Ramper Services are the trademarks, service marks or logos of their respective owners. Nothing in these Terms gives you a right to use any of Ramper’s trade names, trademarks, service marks, logos, domain names or other distinctive brand features. You agree that you will not adopt, use or attempt to register, whether as a corporate name, domain name, product name, trademark, service mark or other indication of origin, any trademark of Ramper or any mark that is confusingly similar to or will dilute the distinctive nature of the Ramper trademarks. You also agree that you will not include the term “Ramper” as part of the name for any Dapps, products and services that you develop using Ramper Services.
Licenses
Partner License. Subject to and conditioned upon your compliance with and performance of all other terms and conditions of these Terms, Ramper hereby grants to you a fully paid-up and royalty-free, revokable, non-transferable, non-sublicensable license, worldwide to install, operate, and use Ramper Services, solely for Partner's own lawful business purposes, in accordance the terms and conditions of these Terms.
License Restrictions. You and your Affiliates shall not, except as these Terms expressly permits:
copy, modify, or create derivative works or improvements of Ramper Services;
rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available Ramper Services to any other person, including through or in connection with any time-sharing, service bureau, software as a service, cloud, or other technology or service;
reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of Ramper Services, or any part thereof;
remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from Ramper Services, including any copy thereof;
use Ramper Services in a manner or for any purpose that infringes, misappropriates, or otherwise violates any law or Intellectual Property Right;
use Ramper Services for purposes of competitive analysis of Ramper Services, the development of a competing software product or service, or any other purpose that is to Ramper's commercial disadvantage; or
use Ramper Services in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, systems, or applications;
use Ramper Services in a manner that is unlawful, harmful, irresponsible, or inappropriate purpose, or in any manner that breaches these Terms;
otherwise use Ramper Services beyond the scope of the license granted under this Section.
Third Party Applications
If you use Ramper Services to run applications developed by a third party or that access data, content or resources provided by a third party, you agree that Ramper is not responsible for those applications, data, content, or resources. You understand that all data, content or resources which you may access through such third party applications are the sole responsibility of the person from which they originated and that Ramper is not liable for any loss or damage that you may experience as a result of the use or access of any of those third party applications, data, content, or resources.
You should be aware the data, content, and resources presented to you through such a third party application may be protected by Intellectual Property Rights which are owned by the providers (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on these data, content, or resources (either in whole or in part) unless you have been specifically given permission to do so by the relevant owners.
You acknowledge that your use of such third party applications, data, content, or resources may be subject to separate terms between you and the relevant third party. In that case, these Terms do not affect your legal relationship with these third parties. RAMPER DISCLAIMS ANY RESPONSIBILITY FOR ANY DISCLOSURE OF INFORMATION OR ANY OTHER PRACTICES OF ANY THIRD PARTY. RAMPER EXPRESSLY DISCLAIMS ANY WARRANTY REGARDING WHETHER YOUR PERSONAL INFORMATION IS CAPTURED BY ANY THIRD-PARTY PROVIDER OF CONTENT OR SERVICES OR THE USE TO WHICH SUCH PERSONAL INFORMATION MAY BE PUT BY SUCH THIRD PARTY.
Termination
Term. These Terms will continue to apply until terminated by either you or Ramper as set out below.
Termination. In addition to any other express termination right set forth elsewhere in these Terms:
Ramper may terminate these Terms, without any written notice to you, and shall not be liable to you or any third party for any of the foregoing (i) if the Partner Parties breaches any of its obligations, covenants, representations and warranties as set forth in these Terms; or (ii) if the Partner Parties (or any of its shareholders or directors) becomes subject to any Sanction; or (iii) if, Ramper has reasons to believe that performance of these Terms would (in the reasonable opinion of Ramper) expose Ramper or any of its Affiliates to any Sanction; or (iv) if the Partner Parties infringe any third party rights, in particular but not limited to Intellectual Property Rights; or (v) the Partner becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; or (vi) Ramper decides to no longer provide Ramper Services or certain parts of Ramper Services to End Users in the country in which you are resident or from which you use the service, or the provision of Ramper Services or certain SDK services to you by Ramper is, in Ramper's sole discretion, no longer commercially viable; or (vii) Ramper is required to do so by law.
If due to the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority or any applicable law or regulation (including any action taken by a taxing authority), Ramper determines in its sole discretion and at any time that you, or there is a reasonable likelihood that you will, become illegal or create legal, business or reputational risk for Ramper, Ramper will be entitled to terminate these Terms immediately without written notice without prejudice of Ramper being entitled to claims damages it would be entitled to as the case may be and shall not be liable to you or any third party for any of the foregoing.
We reserve the right, at any time, to: (i) discontinue or modify any aspect of Ramper Services; and/or (ii) terminate these Terms and your use of Ramper Services without cause, and shall not be liable to you or any third party for any of the foregoing. If you object to any term or condition of these Terms or any subsequent modifications thereto, or become dissatisfied with Ramper Services in any way, your only recourse is to immediately discontinue use of Ramper Services.
Effect of Expiration or Termination. Upon any expiration or termination of these Terms, all licenses granted by Ramper to you will also expire or terminate, except to the extent that any license has an express term that continues for a longer period or is perpetual.
Surviving Terms. The provisions and any other right or obligation in these Terms that, by its nature, should survive termination or expiration of these Terms, including but not limited to Sections 1, 4, 6 , 7.3, 7.4, 8, 9, 10, 11 and 12, will survive any expiration or termination of these Terms.
Disclaimer
YOU EXPRESSLY UNDERSTAND AND AGREE THAT ALL DELIVERABLES, SOFTWARE, SERVICES, AND Ramper Services ARE PROVIDED "AS IS" AND "AS AVAILABLE" BASIS AND RAMPER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND RAMPER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, RAMPER MAKES NO WARRANTY OF ANY KIND THAT Ramper Services, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.
USAGE OF THE Ramper Services, AND THE RELATED TRANSFER OF VALUE SHALL BE SUBJECT TO RAMPER’S TERMS AND CONDITIONS. END USERS ARE REQUIRED TO AGREE TO ALL RELEVANT TERMS AND CONDITIONS BEFORE BEING PERMITTED TO ACCESS OR USE Ramper Services. NOTHING IN THESE TERMS ESTABLISHES ANY OBLIGATIONS ON THE PART OF RAMPER TOWARDS END USERS, FOR ANY REASON WHATSOEVER.
RAMPER PROVIDES Ramper Services WITHOUT EXERCISING ANY CONTROL OVER THE INTEGRATION OF Ramper Services TO YOUR PRODUCTS AND SERVICES. RAMPER WILL NOT MONITOR OR VERIFY ANY INTERACTION BETWEEN YOU AND END USERS. AS A RESULT, RAMPER DOES NOT ENDORSE, WARRANT, GUARANTEE OR ASSUME RESPONSIBILITY FOR YOUR PRODUCTS AND SERVICES. YOU SHALL DEFEND, INDEMNIFY, AND HOLD RAMPER HARMLESS, WITHOUT LIMITATION WHATSOEVER, AGAINST ANY LOSS, DAMAGE, OR COSTS (INCLUDING ATTORNEYS’ FEES) INCURRED IN CONNECTION WITH CLAIMS, DEMANDS, SUITS OR PROCEEDINGS MADE OR BROUGHT AGAINST RAMPER BY A THIRD PARTY OR AN END USER THAT ARISES FROM THE USE OF YOUR PRODUCTS AND SERVICES. RAMPER SHALL NOT BE LIABLE FOR ANY FRAUDULENT USE OF SUCH PRODUCTS AND SERVICES BY END USERS.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM RAMPER SHALL BE DEEMED TO ALTER THIS DISCLAIMER OF WARRANTY, OR TO CREATE ANY WARRANTY.
Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions will not apply.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT RAMPER, ITS AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, REVENUE, BUSINESS OR REPUTATION, THAT ARISES UNDER OR IN CONNECTION WITH THESE TERMS, OR THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE RAMPER SERVICES, WHETHER OR NOT RAMPER OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT SUCH EXCLUSIONS MAY NOT APPLY.
IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF RAMPER AND ITS LICENSORS, AFFILIATES, RAMPERS AND SUPPLIERS UNDER OR IN CONNECTION WITH THESE TERMS OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED 100 U.S. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
Indemnification
You (as "Indemnifying Party") shall indemnify, hold harmless, and defend Ramper, if Affiliates and their managers, officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including professional fees and reasonable attorneys' fees, that are incurred by Indemnified Party (collectively, "Losses"), arising out of or accruing from:
your use of, or inability to use Ramper Services;
any Dapps, products and services you develop on Ramper Services that infringes any Intellectual Property Rights of any person or defames any person or violates their rights of publicity or privacy;
any non-compliance by you with these Terms and any applicable laws;
any bodily injury, death of any person, or damage to real or tangible personal property caused by your negligent or more culpable acts or omissions (including any reckless or willful misconduct);
any action by a third party, including your End User, developer, or participant, that is based on your operation, use, or deployment of Ramper Services.
Without derogating from or excusing your obligations under this section, we reserve the right (at your own expense), but are not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by you if you choose not to defend or settle it.
Governing Law and Resolving Disputes
These Terms and any claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by the laws of Singapore, without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the Laws of another jurisdiction. Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) in force at the date of applying for the arbitration, which rules are deemed to be incorporated by reference in this Section. The Tribunal shall consist of three (3) arbitrators. The language of the arbitration shall be English. The arbitration hearing shall be conducted virtually.
General Terms
Ability to Accept these Terms. Ramper Services available only to entities and/or persons who have reached the age of legal majority and are competent to enter into a legal binding agreement under applicable laws.
We reserve the right to change, modify, or remove Ramper Services at any time or for any reason at our sole discretion without notice to you. We also reserve the right to modify or discontinue all or part of Ramper Services without notice at any time. We will not be liable to you or any third party for any modification, change, suspension, or discontinuance of Ramper Services.
We reserve the right to change, modify, or remove any terms and conditions of these Terms at any time or for any reason at our sole discretion without a notice to you. Your continued use of Ramper Services thereafter means that you accept those changes.
If any provision or any part of any provision of these Terms is or becomes or is found by a court or other competent authority to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part will be read down or interpreted and enforced to the extent permissible, or if this is not possible, such provision or part will be deemed not to form part of these Terms, and the legality, validity and enforceability of the remainder of these Terms will not be affected or impaired.
No failure to exercise or delay in exercising any right or remedy provided under these Terms or by law constitutes a waiver of such right or remedy or will prevent any future exercise in whole or in part thereof.
These Terms constitute the complete agreement between you and Ramper and governs your use of Ramper Services (excluding any services which Ramper may provide to you under a separate written agreement), and completely replaces any prior agreements between you and Ramper in relation to Ramper Services. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO RAMPER SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED
You acknowledge and agree that each Affiliate of Ramper shall be third party beneficiaries to these Terms and that such Affiliate shall be entitled to directly enforce, and rely upon, any provision of these Terms that confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to these Terms.