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ONRAMP PAYMENTS INC.
GENERAL TERMS AND CONDITIONS
Last Updated: October 31, 2025
These Onramp Payments Inc. General Terms and Conditions (these “General Terms”), together with any terms set forth in a duly executed ordering document in which these General Terms are referenced (each, a “Services Agreement”), shall govern a Carrier’s use of the Onramp Technology to enable Onramp mobile payments at select merchants, as may be more fully described on such Agreement and shall constitute the full agreement (collectively, the “Agreement”) between Carrier and Onramp, in each case as identified on such Agreement. The Agreement is effective between Carrier and Onramp as of the Effective Date set forth on the Agreement. Onramp and Carrier may be referred to herein collectively as the “Parties” or individually as a “Party.” Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to such terms on the Agreement unless otherwise indicated herein.
Capitalized terms have the meaning set forth in Exhibit A below or elsewhere in an agreement between Onramp and the Carrier.
2.1 Accounts. Onramp may, in its sole discretion, extend credit and establish Accounts. Onramp may at any time, investigate the financial condition of Carrier or, as applicable, its Affiliates. If requested, Carrier agrees to furnish Onramp copies of its financial statements, or other financial information as soon as available. Financial statements shall have been prepared in accordance with generally accepted accounting principles, consistently applied and shall be in accordance with the books and records of Carrier.
2.2 Credit Limits. Onramp may increase or decrease such credit limit from time to time in its sole discretion. Onramp does not guarantee that it will establish or maintain any specific available Credit Limit for Carrier and Carrier waives any and all claims against Onramp based on Onramp’s determination of Carrier’s Credit Limit.
2.3 Account Users can make purchases on the Account up to the credit limit that is assigned by Onramp. The credit limit for each billing account appears on the billing statement. Carrier agrees not to exceed its total credit limit. Onramp may change the credit limit of an Account User or the Carrier without prior notice, particularly in instances of suspected fraud, non-payment or a material decrease in the Carrier’s financial condition. Onramp will use its best efforts to provide advance notice of any changes to the credit limit. If Onramp permits or has previously permitted Carrier to exceed its credit limit, it does not mean that Onramp will permit Carrier to exceed its credit limit again.
2.4 Onramp may suspend an Account or refuse to authorize any Transaction in its sole discretion and specifically in the event that: (i) any balance is past due; and/or (ii) the amount of the Transaction plus the outstanding balance (including Transactions authorized but not yet posted) exceeds the Account’s limit. Carrier shall, immediately upon request, pay the amount over the limit and any associated fees or the entire balance due on the Account. For a credit Account, nothing contained in this Agreement prevents Carrier or an Account User from requesting an increase or decrease of the credit limit.
2.5 Account Users. Carrier shall designate its Account Users as well as those contacts authorized to: (i) provide Onramp with the information necessary to establish and maintain Account(s), Onramp mobile payment, and DINs; (ii) provide vehicle, driver and other information; (iii) receive all Account numbers or reports; (iv) receive other Account information; and (v) select additional products and/or services that may be offered. Carrier will provide notice of any change or removal of any contact or Account User either in writing, by telephoning Onramp’s customer service department or by email: support@onrampcard.com. Carrier remains liable for any unauthorized use of an Account until Onramp receives notice of any change in or removal of any Account User or contact. Onramp is authorized to take instruction from any Account User or contact with apparent authority to act on Carrier’s behalf. Unless Carrier reports any errors in Account information, Onramp is entitled to rely on that information for servicing the Account.
2.6 Carrier is responsible for notifying Onramp of any revocation of any Account User’s authority to use or access its Accounts or, as applicable, DINs and Carrier shall remain liable for any charges made by an Account User until notice of revocation of authority is received by Onramp. Carrier agrees that use of the applicable DIN is deemed authorized use of the Account. Carrier assumes all risk and agrees to pay for all charges made an Account. Carrier agrees to keep DINs confidential and to provide for its employees or Account Users to not disclose any DIN. If Account Users or other employees disclose a DIN or write a DIN on an Onramp mobile payment, then Carrier is liable for any fraudulent use that may result even if the disclosure is inadvertent or unintentional.
2.7 Carrier shall adopt internal policies and controls to ensure that an Account is used strictly for business or commercial purposes. Purchases of lottery tickets or other games of chance, gift cards, pre-paid cards or other cash equivalent charges are prohibited. Carrier agrees that Carrier’s use of an Account is deemed acceptance by Carrier of this Agreement’s terms.
2.8 Carrier may request that certain transactions be reported directly to merchant(s) that Carrier has entered into a direct billing relationship with. These transactions will be initiated using an Account, however, will be sent to the merchant for the merchant to invoice Carrier directly. Carrier will need to contact the merchant directly for any questions or disputes regarding these transactions.
3.1 The availability and effectiveness of Controls is dependent upon each merchant’s adoption of card specifications and the information, including product codes that the merchant transmits to Onramp. The product codes are assigned by each merchant and not Onramp. In addition, some Controls are not enforceable at island card readers due to equipment restrictions at the merchant location. Only transactions submitted for authorization are subject to Controls and those Controls can only be enforced when the merchant provides sufficient information as part of the authorization request.
3.2 Default Control values are only assigned by Carrier through an Account. Carrier should review any additional information related to Controls that is provided. Onramp is not responsible for the prudence of any particular Control level selected by Carrier. Onramp shall use reasonable efforts to deny requests for Transaction authorizations that fall outside the selected Control parameters. Carrier remains responsible for payment in full of Transactions which fall outside of the Control parameters selected if such Transactions are made with an Account and are processed by Onramp. The existence and/or use of Controls will not affect Carrier’s liability for Unauthorized Transactions in certain circumstances and are more fully described in the guidance information provided by Onramp when Carrier makes its Control elections, and which is incorporated by reference into the Agreement.
3.3 Onramp may, in its sole discretion, at any time, without prior notice, modify Controls for the purpose of, among others, aiding in the prevention of suspected fraudulent activity. Onramp will notify Carrier after any modification is made. Carrier agrees that it is responsible for reviewing fraud control data provided by Onramp for the purpose of detecting fraud that may occur within Control parameters.
Onramp provides transaction data for each Account to Carrier as transmitted by merchants and as such is not liable for accuracy or completeness of any specialty reports, management reports, data services or other information services provided. Carrier is responsible for reconciling that data. In addition, Carrier understands that in the event an error is identified in a report, such as incorrect product code, Carrier is still liable for the Transaction, but may follow the dispute process to obtain clarifying information. All reports and invoices shall be provided to Carrier through electronic methods. Carrier shall not receive paper invoices or statements.
5.1 Carrier agrees to pay and/or perform (i) fees listed on the fee schedule (Exhibit B); (ii) all amounts payable for Transactions for each Onramp mobile payment or an Account; (iii) any and all costs (including reasonable attorneys’ fees) incurred in enforcing Carrier’s obligations in this Agreement; and (iv) all obligations, covenants, and warranties in this Agreement.
5.2 Payment is due on the payment due date provided on Carrier’s billing statement. If the payment due date falls on a non-Business Day, payment is due on the Business Day before the payment due date. Some customers, based upon Onramp’s credit review, may be required to make payment more frequently or Carrier may elect a shorter billing or payment cycle.
LATE FEES.
6.1 Carrier agrees that payments for all fees and charges are due and payable upon receipt of an invoice. If payment is not received (or if an invoice is not paid in full) on its due date, Onramp will impose a late charge equal to the greater of seventy-five dollars ($75.00) or 15.99% of the unpaid balance (excluding any amounts previously invoiced and outstanding and excluding previous late fees) not to exceed the maximum amount allowed by law. In the event a payment is returned, a fee of $25.00 per returned payment shall apply.
6.2. Payments will be applied first to unpaid late fees and then to any unpaid balances. Carrier or an Account User, as applicable, may pay their Account balance or a portion of it, at any time prior to its due date without penalty.
7.1 Carrier shall use its best efforts to resolve business-to-business purchase disputes directly with the relevant merchant such as disputes arising out of quality or warranty issues.
7.2 All charges must be paid in full regardless of reported disputes while they are being researched. During a dispute, a temporary credit may be placed on Carrier’s Account. Subject to Section 12 below, charges must be disputed in writing no later than sixty (60) days from the billing date or they will be considered final and binding. Carrier may dispute an amount reflected on a billing statement if: (i) the amount does not reflect the face value of the Transaction; (ii) the amount being disputed is a fee that is not properly accrued under this Agreement; or (iii) Carrier does not believe it is liable for that amount.
7.3. Transactions made at an island card reader where the Carrier or Account User did not obtain a receipt at the time of sale may not be eligible for dispute since the only record of the sale is the transaction information submitted by the merchant for billing to cardholders.
7.4 Certain Transactions in dispute may qualify for charge back to the merchant due to fraud or other circumstances in which the merchant may be liable. Onramp shall attempt to charge the Transaction back to the merchant in accordance with its procedures under its merchant acceptance agreements. Any accepted charge back will be credited to the relevant Account. The Carrier may be liable for the Transaction if the disputed item cannot be charged back to the merchant.
8.1 In the event that Carrier or an Account User knows of or suspects the theft or possible unauthorized use of an Account or if Carrier would like to terminate an Account User, Onramp must be immediately notified by calling (888) 835-4498 or by email: support@onrampcard.com.
8.2 Except as otherwise expressly provided below, Carrier will be liable to Onramp for all unauthorized use or Unauthorized Transactions that occur if: (i) Carrier does not give immediate written notice to Onramp pursuant to Section 12; (ii) such use or suspected use occurs as a result of the Carrier’s lack of reasonable security precautions and Controls surrounding the Account(s); or (iii) such use results in a benefit, directly or indirectly, to the Carrier or Account User. Misuse by an Account User or other employee, as defined by Carrier’s internal company policy, does not constitute unauthorized use or an Unauthorized Transaction.
9.1 Term. The Agreement shall be effective as of the Effective Date and shall remain in effect for three (3) year (“Initial Term”). Following the Initial Term, the Agreement shall automatically renew for consecutive twelve (12) month periods, at Onramp’s then-current fee rates (each, a “Renewal Term”) unless a party provides at least sixty (60) days written notice of non-renewal prior to the end of the Initial Term or a Renewal Term.
9.2. Termination. A party to this Agreement may terminate this Agreement at any time upon the Default of the other party. If Carrier Defaults: (i) it will not have any further right to borrow under this Agreement; (ii) all outstanding amounts under the Account are immediately due and payable; (iii) Onramp may terminate this Agreement; and (iv) Onramp will have the right to bring suit and exercise all rights and remedies available under applicable law which may include the payment of all reasonable costs of collection. Alternatively, Onramp may, in its sole discretion: (i) suspend all services and obligations; (ii) shorten the billing cycle; or (iii) change the payment terms. The suspension of services and/or obligations will not be deemed a waiver of any right to terminate this Agreement, whether as a result of the Default to which such suspension of services or obligations relates or otherwise.
9.3 Early Termination Fee. If this Agreement is terminated for any reason, other than a breach by Onramp, prior to expiration of the Initial Term or a Renewal Term, shall pay an early termination fee (“Early Termination Fee”) to Onramp, an amount equal to the monthly average of all fees received by Onramp during the previous eighteen (18) months (or, if less, the actual number of months in the term prior to the date of termination) multiplied by the number of months remaining in the term then in effect. The Early Termination Fee will be due and payable in a single lump sum on the effective date of termination. Such Early Termination Fee will be in addition to any amounts accrued prior to termination of the Agreement that remain unpaid.
9.4. Repayment of Any Upfront Investment. To the extent that Onramp has paid any incentive amount to Carrier in advance, or has paid for or reimbursed Carrier for any costs of Carrier related to implementation or similar startup expenses, or has made any similar payments to Carrier, then the following shall apply: If this Agreement is terminated for any reason, other than a breach by Onramp, prior to the end of the applicable term during which such upfront investment was made, Carrier shall repay to Onramp the entire amount of the upfront investment. Such payment shall be in addition to payment of the early termination fee described in Section 9.3.
9.5 Effect of Termination. If the Agreement terminates, Carrier is still obligated to pay for all Transactions made prior to the effective date of the termination and shall return to Onramp or provide verification of the destruction of all Account numbers or Onramp mobile payment. Carrier may retain a copy of any records or Account information for archival or data retention purposes. In the event of any termination or expiration of the Agreement, those parts of the Agreement which by their nature and all relevant circumstances reasonably should survive will survive.
10.1 Carrier represents and warrants to Onramp that: (i) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which Carrier is organized; (ii) it is duly qualified and licensed to do business in all jurisdictions in which Carrier conducts business; (iii) it has full authority to enter into the Agreement and all necessary assets and liquidity to perform its obligations and pay debts as they become due; (iv) there are no circumstances threatened or pending that might have a material adverse effect on Carrier’s business or its ability to perform its obligations; (v) it is authorized to enter into the Agreement on behalf of its Affiliates and Account User(s); and (vi) it is in compliance with all applicable anti-money laundering laws, anti-corruption laws, and/or counter-terrorist financing laws.
10.2 ONRAMP DOES NOT MAKE AND HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND LIABILITIES WHETHER EXPRES, IMPLIED OR ARISING BY LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY OR TITLE OF NON-INFRINGEMENT.
11.1 Carrier shall indemnify and hold Onramp and its Affiliates, and their officers, directors employees, agents, and successors and assigns, harmless from and against any loss, damage, cost, expense, liability and settlement including legal fees, arising or alleged to have arisen from Carrier’s or an Account User’s breach, negligent or wrongful act or omission, failure to perform under the Agreement, or failure in the provision of its own business.
11.2 IN NO EVENT WILL EITHER PARTY OR THEIR RESPECTIVE OWNERS, EMPLOYEES, AGENTS, AFFILIATES, REPRESENTATIVES OR LICENSORS BE LIABLE UNDER THE AGREEMENT FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVSISED OF SUCH POTENTIAL DAMAGES. NETHER CARRIER NOR ONRAMP WILL BE RESPONSIBLE TO THE OTHER FOR DAMAGES ARISING FROM DELAYS OR PROBLEMS CAUSED BY TELECOMMUNICATIONS CARRIERS OR THE BANKING SYSTEM.
All notices and other communications which are required to be given by the Agreement or which are otherwise made pursuant to the Agreement will be in writing and delivered either by hand, certified or registered U.S. mail, overnight courier to the addresses listed above. All communications will be deemed received: (a) upon actual delivery, if delivered by hand, (b) on the next business day, if properly addressed and sent by overnight courier; or (c) three (3) business days after delivery with the U.S. Postal Service, if properly addressed and sent by certified or registered U.S. mail.
The Agreement may not be assigned or otherwise transferred by Carrier without the prior written approval of Onramp. Any purported assignment in violation of this Section 19 will be void. Onramp may assign or transfer its rights and obligations under the Agreement, without Carrier’s consent, to: (a) a parent or subsidiary of Onramp; (b) an acquirer of Onramp assets; or (c) Onramp’s successor by merger. The Agreement will be binding upon, and inure to the benefit of, the Parties’ respective successors and permitted assigns.
14.1 Each Party must keep confidential the Confidential Information to the other Party provided in connection with the Agreement.
14.2 Carrier shall comply with all applicable laws and governmental rules and regulations. Onramp shall comply with federal law requiring financial institutions to obtain, verify, and record information that identifies each company or person who opens an account. Onramp may ask for name, address, date of birth, and other applicable information to identify the Carrier and/or Account Users.
14.3 Onramp (and its licensors, where applicable) owns all right, title and interest (including all related Intellectual Property Rights) in and to the Onramp Technology. Onramp may, at any time, elect to terminate or modify products or services described in this Agreement upon thirty (30) days prior written notice to Carrier.
14.4 Carrier agrees Onramp may use Carrier’s name and logo solely to list Carrier as a customer in Onramp’s marketing and promotional materials (e.g., on the Onramp website).
14.5 The Agreement is and will be governed exclusively by Delaware law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction.
14.6 Any dispute, controversy or claim arising out of or relating to this Agreement will be decided by arbitration in New York, NY in accordance with the then current rules of the American Arbitration Association (“AAA”) by a single neutral arbitrator appointed in accordance with AAA rules. In furtherance and support of that arbitration, any related action for relief may be brought before the courts (state and federal) located in New York, NY for which both parties consent to the jurisdiction of such courts. Any process or notice of motion, and any paper in connection with any such arbitration, may be served in accordance with Section 12 of this Agreement.
14.7 In the event of any litigation arising out of or relating to the Agreement, the prevailing Party will be entitled to recover its reasonable attorneys’ fees, costs, and expenses (including, without limitation, expert witness fees and costs on appeal).
14.8 Except for payment obligations arising hereunder, neither Party will be liable under the Agreement by reason of any failure or delay in the performance of its obligations under the Agreement on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages, or any other cause beyond the reasonable control of such Party. A party’s failure to perform its obligations under this Agreement due to such events, other than payment, will not be considered breach or Default if the party has made its commercially reasonably efforts to: (i) comply with its obligations; (ii) avoid an interruption of its performance; and (iii) resume its performance.
14.9 Except for indemnitees specified in Section 11.1, the Agreement does not and is not intended to confer any rights or benefits on any person that is not a party hereto. The parties reserve the right to amend or terminate the Agreement without the consent of those indemnitees.
14.10 The Parties are independent contractors. No joint venture, partnership, employment, franchise, or agency relationship exists between Onramp and Carrier as a result of the Agreement.
14.11 If any provisions of the Agreement are held by a court of competent jurisdiction to be invalid or unenforceable, then such provisions will be severed and construed, as nearly as possible, to reflect the Parties’ intentions, with all other provisions remaining in full force and effect.
14.12 The failure of either Party to enforce any right or provision in the Agreement will not constitute a waiver of such right or provision, unless acknowledged and agreed in writing.
14.13 Any ambiguity in the Agreement will not be construed against Onramp due to Onramp’s role in drafting it. Carrier specifically acknowledges that Carrier has had a reasonable opportunity to consult Carrier’s own attorney regarding the Agreement, and to negotiate it with Onramp.
14.14 The Agreement may be signed in duplicate originals, or in separate counterparts, which are effective as if the Parties signed a single original. A facsimile, scanned, pdf or other electronic version of an original signature transmitted to the other Party is effective as though the original were sent to the other Party.
14.15 The Agreement may only be modified upon mutual written agreement executed by both Parties.
14.16 This Agreement comprises the entire agreement between Onramp and Carrier, and supersedes all prior or contemporaneous negotiations, representations, discussions, communications, or agreements, whether written or oral, between the Parties regarding the subject matter addressed in the Agreement.
15. Security
ONRAMP maintains a formalized information security policy to comply with various regulatory and business requirements. This security policy protects all sensitive and confidential data stored, accessed, or transmitted by our software platform, including its applications, components, infrastructure, and underlying code.
ONRAMP has designed a risk assessment program to assess the organization’s enterprise-level risk at least annually or upon significant changes to the environment. This program is designed to identify and assess threats to and vulnerabilities in systems and in service.
ONRAMP takes responsibility for implementing appropriate technical and organizational safeguards to ensure the protection of sensitive information. Employees of ONRAMP are required to read and accept the terms of a confidentiality agreement upon hire that states they are prohibited from disclosing any company data from the systems and system components to which they have access.
ONRAMP maintains strict control access to restrict private information to privileged users. These users are required to abide by their assigned responsibilities related to their elevated access.
ONRAMP has established a Data Handling, Retention, and Disposal Program to manage information in accordance with applicable laws, regulations, policies, and standards. This program establishes a formal data retention schedule and implements a data classification standard to ensure the confidential data is secured.
ONRAMP retains sensitive and confidential data only for as long as necessary to fulfill its purposes unless otherwise required by law or to meet legal and client contractual obligations.
ONRAMP segments its network to prevent direct or unauthorized connections between an external network and its information systems, in particular confidential data in cloud environments.
ONRAMP maintains a vulnerability management program to ensure the confidentiality, integrity, and availability (CIA) of the organization’s information systems landscape, which includes all critical system resources. The program includes internal and external scans, penetration testing, and issue remediation for the purposes of identifying, detecting, classifying, prioritizing, remediating, validating, and continuously monitoring vulnerabilities.
ONRAMP conducts independent third-party penetration tests at least annually on any systems with Confidential data or with a critical risk rating to identify security vulnerabilities.
EXHIBIT A
(DEFINITIONS)
This Exhibit A to the Services Agreement between Onramp and Carrier (the “Agreement”) forms part of the Agreement and is subject to the terms and conditions of the Agreement. Any capitalized terms not defined in this Exhibit A have the meaning indicated elsewhere in the Agreement (including its exhibits). The following definitions apply to the Agreement:
(a) became part of the public domain without breach of the Agreement;
(b) was known to the Receiving Party prior to its receipt from the Disclosing Party;
(c) was rightfully received from a third-party that did not acquire or disclose such information or materials by a wrongful or tortious act or in breach of any confidentiality obligation to the Disclosing Party; or
(d) was developed independently by or for the Receiving Party without use of or reference to any Confidential Information of the Disclosing Party.