RIDGE TERMS OF SERVICE

1. Acceptance of the Terms of Service

These Ridge Terms of Service (the “Agreement”) is a legal agreement between you (both the individual accessing the Ridge Platform and any single legal entity on behalf of which such individual is acting) (“you”) and the applicable Ridge Contracting Party (also referred to as “Ridge,” or “we”) and govern your access to and use of the Ridge Cloud Services offered through the Ridge Platform.  

Please read this Agreement carefully before accessing the Ridge Platform or using any Ridge Cloud Services. By clicking the “I Accept” button presented with these terms, you are indicating that you have read the terms and conditions of this Agreement, understand them, and agree to be legally bound by them.  If you do not agree to any of the terms of this Agreement or are not authorized to bind the entity on behalf of which you are acting, please click the “I Do Not Accept” button and do not access the Ridge Platform or use any of the Ridge Cloud Services.  Without limiting the foregoing, accessing the Ridge Platform or using any Ridge Cloud Services indicates that you accept these terms.

Use of the Ridge Cloud Services is also governed by our Acceptable Use Policy, Service Level Agreement and Privacy Policy, which are considered incorporated into and are made part of this Agreement. You undertake to comply with the terms of this Agreement and all laws, rules and regulations applicable to your access to the Ridge Platform and use of the Ridge Cloud Services.

You represent to us that you are lawfully able to enter into this Agreement.  If you are entering this Agreement as an individual user, you represent to us that you are above the age of 18. If you are entering into this Agreement on behalf of an entity, such as the company you work for, you represent to us that you have the legal authority to bind that entity.

Capitalized terms used in this Agreement will have the meaning given to them in Section 17 or otherwise in this Agreement. 

2. The Services

2.1 Cloud Services. Ridge makes available its proprietary cloud-based managed Kubernetes service, managed container service, managed storage service, and additional services that Ridge may add from time to time (collectively, “Ridge Cloud Services”) through Ridge’s proprietary cloud platform, including the dedicated management console (the “Ridge Platform”). The Ridge Cloud Services and Ridge Platform enable users to deploy cloud-native applications anywhere such users are located, all while (i) distributing and enabling the portability of the workload of applications based on the users’ needs and constraints; (ii) enabling scaling of applications through a cloud-native set of services on our data center partner network, and (iii) complying with data sovereignty requirements.

2.2 Support Services. We will make available to you the maintenance and support services set forth in Ridge’s then-current service level agreement that we offer in connection with the Ridge Cloud Services (available at https://www.ridge.co/legal/sla), as may be updated by us from time to time (“Service Level Agreement” or “SLA”). You acknowledge and agree that your failure to comply with any obligations under the SLA may result in disruptions to or failures of the Ridge Platform or any Ridge Cloud Services, security risks or suspension of your access to the Ridge Platform or any Ridge Cloud Services, without any liability to you on the part of Ridge. Please note that any support services, including the application of any service credits, are applicable only with respect to the Ridge Cloud Services offered by Ridge, and that the deployment of any Third Party Resources may be subject to different support terms.

3. Trial Services

Upon your request, and upon successful registration and set up of an account by you on the Ridge Platform, Ridge may, at its sole discretion, grant you limited access to the Ridge Platform for an evaluation period of up to 14 days or such other period as determined by Ridge in its sole discretion, to allow you to deploy your application(s) on third party infrastructure offered through certain Ridge Data Centers, solely for non-production, trial purposes, in order to determine whether you wish to obtain full access to the Ridge Platform (“Trial Services”). Ridge may extend the evaluation period at its own discretion. Any such access and use will be on an as-is basis, without warranties of any kind on behalf of Ridge, without any obligation to provide support services to you, and otherwise subject to the terms of this Agreement. Upon the end of the evaluation period, you will cease using any Ridge Cloud Services and you will be contacted by a Ridge representative to discuss moving to a live production environment. You hereby consent to receive communications from Ridge for promotional and support purposes during the period of the Trial Services.

4. Your Account

4.1 Registration. To access and use the Services, you must have a Ridge account associated with a valid email address. To set up an account, you must complete the registration process through the Ridge Website, where you will be asked to provide certain personal details and payment information. Unless explicitly permitted by Ridge, you will only create one account per email address. Please note that Ridge enables corporate entities and organizations to complete registration under a domain unique to such entity or organization. If you attempt to register under a domain which has already been assigned to a different entity, Ridge may contact you in order and facilitate the registration process with another domain. Once registration has been completed, you will be able to designate various roles under your account to authorized Members within your organization, as may be necessary to make full use of the Services. 

4.2 Your Account. Following registration, you will be provided with Ridge log-in credentials via email. Log-in credentials are for your use only and you will not sell, transfer or sublicense them to any other entity or person. You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken or authorized by you, your Members or a third party, including, without limitation, any User Content uploaded to your account, any Fees associated with Services ordered under your account, and any actions that originate from unauthorized access to your account. 

4.3 Account Administration; Members. The initial user completing registration will be assigned as the initial administrator of your account, authorized to order and manage the Services. Your account administrator may be updated by you from time to time through the settings of your account. The account administrator will manage any permissions and authorizations in your account, and may appoint or remove any Members authorized to use and access the Services under the account. Please note that appointment of Members may result in additional consumption of resources and be subject to additional Fees. You are responsible for all acts and omissions of your Members and their compliance with this Agreement. 

4.4 Account Security. You agree that all information provided by you in connection with registration and account set up is accurate, full, complete and up-to-date at all times. You may not use the account(s) of others, or allow anyone other than Members to use your account, and you are solely responsible for preventing such unauthorized use of your account. You will ensure that each Member with whom you share the log-in credentials will keep such credentials secure. You agree to notify us immediately of any unauthorized use of your account or any other breach of security or if you become aware that your account is being used without authorization. You acknowledge that we implement tools and services of third party service providers (e.g., Identity Providers) to manage the registration process and your subsequent log-ins to the account.  You are solely responsible for your use of such third party tools and services.

4.5 Account Back-Up. You are responsible for properly configuring and using the Services and otherwise taking appropriate action to secure, protect and backup your account and User Content in a manner that will provide appropriate security and protection, which might include use of encryption to protect the User Content from unauthorized access and routinely archiving your User Content.

5. Third Party Resources

5.1 Deployment. The Ridge Cloud Services are based on resources and services provided by various third party providers (“Third Party Resources”) via Ridge Data Centers, as listed on the Ridge Platform along with additional details regarding the specifications and features of the Third Party Resources. Your use and consumption of Third Party Resources will be in accordance with your preferences as indicated through your account. The fees associated with the Services and your overall experience of the Services may vary based on your choice of Third Party Resources offered through the Ridge Platform. You acknowledge and agree that the availability and specifications of Third Party Resources may change from time to time. 

5.2 Third Party Terms. Your use of Third Party Resources is governed by and subject to the terms and conditions, service level agreements and policies of the respective third parties providing the Third Party Resources and any applicable local regulations (“Third Party Terms”). Ridge will use commercially reasonable efforts to present to you or direct you to the applicable Third Party Terms, but it is your responsibility to review, verify and make sure you understand and comply with all Third Party Terms. In the event of any conflict between this Agreement and any such Third Party Terms with respect to use of the Third Party Resources, the applicable Third Party Terms will control and take precedence. 

5.3 Disclaimer. While we attempt to make available the best services to our customers, we are limited by the service levels offered by the respective Third Party Resources. You acknowledge and agree that Ridge will not be responsible for (i) the availability, performance, quality or accuracy of any Third Party Resources or the technical infrastructure provided by them, or (ii) the accuracy or completeness of any data presented by the Third Party Resource provider or the content of any Third Party Materials. You acknowledge and accept your sole responsibility for, and assume all risk arising from, your use of any Third Party Resources through the Ridge Platform.

6. Modifications and Changes 

6.1 Changes to the Services. We reserve the sole right to either modify or discontinue any of the Ridge Cloud Services, the availability of any Third Party Resources on the Ridge Platform, any features and offerings related to the Ridge Cloud Services or such Third Party Resources, and our Service Level Agreement, at any time. We will use commercially reasonable efforts to provide you with at least 180 days’ prior notice if we change or discontinue material functionality of the Ridge Cloud Services that you are using (except that a notice period will not be required if it is likely to pose a security or intellectual property risk to us or the Services or would cause us to violate legal requirements). 

6.2 Modifications to the Agreement. We may modify this Agreement, including any Policies, at any time by posting a revised version on the Ridge Website or by otherwise notifying you in accordance with Section 18.5 of this Agreement. We will use commercially reasonable efforts to notify your account administrator of any material changes to this Agreement, but note that it is your responsibility to check the Ridge Website regularly for modifications to this Agreement. The modified terms will become effective upon the effective date included in such posting or in our notice to you. By continuing to use the Ridge Platform after the effective date of any such modifications, you agree to be bound by the modified terms.  

7. Fees and Payment

7.1 Fees. In consideration of your use of the Ridge Cloud Services (other than Trial Services), you will pay us the applicable fees and charges set forth on the Ridge Website (“Fees”), based on your actual usage of the Ridge Cloud Services (on-demand). We bill for the Fees on a monthly basis. The Fees will be processed automatically using one of the payment methods under your account. Unless expressly provided herein, all fees are non-refundable. You may incur interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on the outstanding balance of any overdue amounts which are not paid within seven (7) days when due.

7.2 Changes to Fees. We may change or increase any Fees for our Ridge Cloud Services from time to time at our sole discretion. Any such changes will take effect immediately.  We will use commercially reasonable efforts to notify you of the updated Fees (such as by posting the updated Fees on the dedicated management dashboard available to you through the Ridge Platform). It is your responsibility to check and be aware of the Fees applicable to the Ridge Cloud Services that you use.  We reserve the right to offer any of our user’s discounts or special offers, which may be applied and cancelled at our sole discretion.

7.3 Taxes. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. All Fees payable by you are exclusive of applicable taxes and duties, including, without limitation, VAT, Service Tax, GST, excise taxes, sales and transactions taxes, and gross receipts tax (“Indirect Taxes”), except where applicable law requires otherwise. We may charge and you will pay applicable Indirect Taxes that we are legally obligated or authorized to collect from you. You will provide such information to us as reasonably required to determine whether we are obligated to collect Indirect Taxes from you. We will not collect, and you will not pay, any Indirect Tax for which you furnish us a properly completed exemption certificate or a direct payment permit certificate for which we may claim an available exemption from such Indirect Tax. All payments made by you to us under this Agreement will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding (including but not limited to cross-border withholding taxes) is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by us is equal to the amount then due and payable under this Agreement. At your request, we will provide you with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement. 

7.4 Billing Disputes. If you reasonably dispute any portion of Ridge’s invoice, you must timely pay the undisputed portion of the invoice and submit written notice regarding the disputed amount.  Billing disputes must be initiated within thirty (30) days of the date the applicable fees were charged on your account. Disputes can be initiated by contacting Ridge at billing@ridge.co. Ridge will provide a response to you regarding the dispute within ten (10) days. The parties will discuss any billing disputes in good faith in order any reach a resolution within twenty-five (25) days of submission of Ridge's response to you. In the event that the dispute is resolved against you and you have withheld payment, you will pay such amounts on the next invoice cycle after resolution of such dispute.  In the event that the dispute is resolved in your favor and you have made payment, Ridge will credit such amounts on the next invoice cycle after resolution of such dispute. If the dispute is not resolved in accordance with the foregoing within sixty (60) days after your notice of the dispute, either party may proceed with any remedy available to it by law or in the Agreement, and Ridge may suspend your account indefinitely.  

8. Proprietary Rights

8.1 Ridge Platform. Ridge owns and will retain all right, title and interest, including all intellectual property rights, in and to the Ridge Platform, Ridge Cloud Services, Ridge Content, Documentation and all improvements, updates, modifications and derivative works thereof.

8.2 Right to Use. Subject to and conditioned upon your compliance with the terms and conditions of this Agreement, including payment of all applicable Fees, Ridge hereby grants you a limited, revocable, non-exclusive, personal, non-sublicensable, non-transferrable right during the period your account is active, to do the following, subject to any usage limitations related to your account and permissions granted to your members: (a) access the Ridge Platform and use the Ridge Cloud Services you chose, solely in accordance with the Documentation and this Agreement; and (b) use the Ridge Content solely in connection with your permitted use of the Ridge Cloud Services. Except as provided in this Section 8.2, you obtain no rights under this Agreement from Ridge, or its affiliates or licensors, with respect to the Ridge Platform, Ridge Cloud Services or Ridge Content, including any related intellectual property rights. You acknowledge that the Ridge Platform and Ridge Cloud Services may include content, software, information, images, data and other materials of third parties, which may be made available to you under a separate license or terms of such third parties.

8.3 User Content. You (or your licensors) retain ownership of your User Content. You represent, warrant and covenant to Ridge that: (a) you or your licensors own all right, title, and interest in and to all User Content; (b) you have, and will retain during the term of this Agreement, all rights in the User Content necessary to grant the rights contemplated by this Agreement; and (c) none of the User Content infringes or violates, or at any time during the term of this Agreement twill infringe or violate, the AUP or any third party intellectual property, privacy, publicity or other proprietary rights.

8.4 Feedback. If you provide us or our affiliates any suggestions, recommendations or other feedback regarding the Ridge Platform, Ridge Cloud Services or Ridge Content, including any suggestions for improvements or additional features, functionality or performance changes (collectively, “Feedback”), then you agree Ridge and its affiliates will be entitled to freely use and incorporate the Feedback in any products or services, without any restrictions or obligations to you or others.

8.5 Platform Restrictions. Neither you nor any Member may use the Ridge Platform or any Ridge Cloud Services in any manner or for any purpose other than as expressly permitted by this Agreement. You will not (and will ensure that no Member will): (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Ridge Content (except to the extent the Ridge Content included in the Ridge Cloud Service is provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile any Ridge Cloud Services or apply any other process or procedure in an attempt to derive the source code of any software included in the Ridge Platform or any Ridge Cloud Services (except to the extent applicable law does not allow this restriction and then only upon written notice to us), (c) access or use the Ridge Cloud Services in a way intended to avoid incurring fees or exceeding usage limits or quotas, (d) resell or sublicense any Ridge Cloud Services or use any Ridge Cloud Services for commercial time sharing, rental or service bureau use, (e) publish or otherwise disclose the results of benchmark tests of the Ridge Platform or any Ridge Cloud Services to third parties without our prior written consent; (f) attempt to circumvent any use limitations built into the Ridge Platform or any Ridge Cloud Services; or (g) use any Ridge Cloud Services to develop a competing product or service.

9. Termination and Suspension of Services

9.1 Term. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated in accordance with this Section ‎9. 

9.2 Termination for convenience. You may terminate this Agreement for any reason by providing us written notice to operations@ridge.co. We may terminate this Agreement or close your account for any reason by providing you at least one hundred and eighty (180) days’ advance written notice.

9.3 Suspension of Services; Termination for Cause. Ridge may suspend your account and or your access and right to use all or part of the Ridge Platform and Ridge Cloud Services or terminate this Agreement in its entirety for cause, upon any of the following events or circumstances: (a) you are in breach of this Agreement and fail to cure such breach within fourteen (14) days after written notice thereof; (b) you violated, or Ridge has reasonable grounds to believe that you violated or encouraged others to violate any provision of the AUP, (c) any event of liquidation, commencement of dissolution proceedings, disposal of assets, failure to continue business in the ordinary course, assignment to the benefit of creditors, relating to you or if you become the subject of a voluntary or involuntary bankruptcy or similar proceeding, (d) you are in default of any payment obligations with respect to any of the Ridge Cloud Services, any payment mechanism you provided Ridge in invalid or charges have been refused, or we suspect that your account is fraudulent or at risk of non-payment or (e) Ridge is required to comply with the law or with requests of governmental entities. 

9.4 Effect of Suspension. Upon suspension of your account, or your access to or use of any of the Ridge Cloud Services, in whole or in part for any reason: (i) fees will continue to accrue for any Ridge Cloud Services that are still in use by you, (ii) you will not be entitled to any service credits under the Service Level Agreements for any period of suspension, and (iii) all of your rights with respect to the applicable Ridge Cloud Services will be terminated during the period of suspension.

9.5 Effect of Termination; Survival. Upon expiration or termination of this Agreement for any reason: (i) you will remain liable for all Fees and any other obligations accrued and owed by you through the effective date of such termination, (ii) except as expressly set forth herein, all of your rights under this Agreement will immediately terminate as of the effective date of termination and you shall cease using any Services as of such date, (iii) any outstanding balance on Fees under your account will be accelerated and become immediately due and owed, and (iv) you will immediately return or, if instructed by Ridge, destroy all Ridge Content in your possession.  Sections 8.1 (Ridge Platform), 8.4 (Feedback), 9.5 (Effect of Termination; Survival), 11 (Confidentiality), 12 (Publicity), 13 (Indemnification), 14 (Disclaimer), 15 (Limitation of Liability) and 16 (Miscellaneous) will survive and continue to apply in accordance with their terms notwithstanding any expiration or termination of this Agreement. Following any termination of this Agreement or your account, other than for breach, you may request any post-termination assistance that Ridge makes generally available with respect to any of the Ridge Cloud Services (such as User Content retrieval arrangements), subject to and conditioned upon your advance payment of applicable fees and acceptance of all terms and conditions that Ridge specifies in writing with respect thereto.

10. Security and Data Privacy

10.1 Ridge Security. Ridge will implement reasonable and appropriate measures designed to help you secure your User Content against accidental or unlawful loss, access or disclosure.

10.2 Data Privacy. You may select the specific Ridge Data Center in which your User Content will be stored and processed. You consent to the storage of your User Content in, and transfer of your User Content into, the Ridge Data Center you select or selected by the Ridge Platform. We will not access or use, disclose or transfer your User Content except in accordance with the Ridge Privacy Policy, as required to maintain or provide the Ridge Cloud Service, or as necessary to comply with the law or a binding order of a governmental body. Unless it would violate the law or a binding order of a governmental body, we will give you notice of any legal requirement or order referred to in this Section 10.2. 

10.3 Service Attributes. To provide billing and administration services, we may process Service Attributes in the Ridge region(s) where you use the Service Offerings and the servers used by Ridge for processing this data. To provide you with support services initiated by you and investigate fraud, abuse or violations of this Agreement, we may process Service Attributes where we maintain our support and investigation personnel.  As used herein, “Service Attributes” means usage data related to your account, such as resource identifiers, metadata tags, security and access roles, rules, usage policies, permissions, usage statistics and analytics.

11. Confidentiality

11.1 Confidential Information.  “Confidential Information” means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes, without limitation: (a) nonpublic information relating to our or our affiliates’ or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. 

11.2 Confidentiality. You may use Confidential Information only as required for your use of the Ridge Cloud Services in accordance with this Agreement. You will not disclose Confidential Information, during or at any time after the term of this Agreement, to any third parties. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of any Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature.

11.3 Exclusions. The foregoing confidentiality obligations do apply to information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was known to you prior to its receipt from us, as evidenced by your contemporaneous written records; (iii) is received from a third party which is not subject to confidentiality obligations to us and did not acquire or disclose the same by a wrongful or tortious act; or (iv) has been independently developed by you without access to or use of Confidential Information.

12. Publicity

You will not issue any press release or make any other public communication with respect to this Agreement or your use of the Ridge Platform or any Ridge Cloud Services, except as may be required by law or agreed by Ridge in a writing signed by an authorized representative. Further, you may not and are not granted a license or other right (express, implied or otherwise) to use any Ridge Marks without our express prior written authorization, and in the event we grant you such right, your use of the Ridge Marks must be in accordance with our Trademark Use Guidelines. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement. Unless you instruct us otherwise in writing, we may identify you as a customer (using your name, trademarks and/or logos) in its marketing collateral, presentations and websites.  Ridge owns and will retain all right, title and interest in and to all Ridge Marks, including all goodwill relating thereto.

13. Indemnification

13.1 Your Indemnification Obligations. You agree to defend, indemnify, and hold harmless, Ridge and its affiliates and licensors, and each of Ridge’s and their respective employees, officers, directors, and representatives, from and against any damages, losses, liabilities, costs, demands, penalties, obligations, demands, fines and expenses (including reasonable attorneys’ fees) arising out of or relating to any third-party claim concerning: (a) unauthorized use of the Ridge Platform or any Ridge Cloud Services by you or your Members, including violations under the AUP (and including any activities under your account); (b) your or your Members’ breach of this Agreement or violation of applicable laws, including with respect of User Content; (c) any third party claims that User Content infringes or misappropriates any third party’s intellectual property rights; (d) a dispute between you or any Member and any of your end-users; or (e) any gross negligence or willful misconduct by you or your Members. 

13.2 Intellectual Property Indemnification. Ridge will defend you and your employees, officers, and directors against any third-party claim alleging that the Ridge Platform or any Ridge Cloud Services infringe or misappropriate such third party’s intellectual property rights, and will pay you the amount of any adverse final judgment or settlement.  Ridge will have no obligation or liability under this Section if the third-party claim arise out of: (a) any User Content, (b) any use of the Ridge Platform or any Ridge Cloud Services in violation of this Agreement, (c) combinations or use of any Ridge Cloud Services with any other product, service, software, data, content or method not provided by Ridge; or (d) use of the Ridge Platform or any Ridge Cloud Services after Ridge has notified you to discontinue such use with respect to any damages . For any claim covered by this Section, Ridge may, at its election, either: (i) procure the rights to use that portion of the Ridge Platform or Ridge Cloud Services alleged to be infringing; (ii) replace the alleged infringing portion with a non-infringing alternative; (iii) modify the alleged infringing portion to make it non-infringing; or (iv) terminate the allegedly infringing portion. The remedies provided in this Section 13.2 are your sole and exclusive remedies for any third-party clams of infringement or misappropriation of intellectual property rights by the Ridge Platform or Ridge Cloud Services.

13.3 Procedure. The obligations under this Section 13 will apply only of the party seeking defense or indemnify: (a) gives the other party prompt written notice of the claim; (b) permits the other party to control the the investigation, defense and settlement of the claim; and (c) fully cooperates with the other party (at the other party’s expense) in the defense and settlement of the claim. In no event will an indemnifying party agree to any settlement of any claim that involves any adverse prejudice or liability without the written consent of the other party.

14. Disclaimer

Except as expressly provided in this Agreement, to the maximum extent permitted by applicable law, the Ridge Platform, Services and the Ridge Content are provided on an “as-is” and “as-available” basis.  We and our affiliates and licensors make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the Ridge Platform, Services and the Ridge Content, and disclaim all warranties, including any implied or express warranties of merchantability, quality, fitness for a particular purpose, non-infringement, or warranties arising out of any course of dealing or usage of trade, or any warranties that the Ridge Platform, Services and the Ridge Content will be uninterrupted, accurate, complete, error free or free of harmful components, that any content will be secure or not otherwise lost or altered, or that the results of using any Ridge Cloud Services will meet your requirements. 

Your use of the Ridge Platform and Ridge Cloud Services are solely at your own risk.  Further, Ridge does not warrant, endorse, guarantee, or assume responsibility for any content of, communication by, or product or service advertised or offered by third parties through the Ridge Platform, including the Third Party Resources, and Ridge will not be a party to or in any way be responsible for monitoring any products or services offered by a third party, including any Third Party Resources.

15. Limitation of Liability

Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, in no event will Ridge, its affiliates and licensors, or any of its or their respective employees, officers or agents, be liable to you or any Members under any contract, tort, warranty, strict liability, negligence or any other legal or equitable theory for any indirect, incidental, special, consequential or exemplary damages (including damages for loss of profits, revenues, customers, opportunities, goodwill, use, or data), even if advised of the possibility of such damages, with respect to the Ridge Platform or any Services or other subject matter of this Agreement.  To the maximum extent permitted by applicable law, Ridge’s and its affiliates’ and licensors’ aggregate liability under this Agreement will not exceed the amount you actually pay Ridge under this Agreement for the Ridge Cloud Service that gave rise to the liability during the twelve months immediately preceding the event giving rise to the liability. 

16. Miscellaneous

16.1 Governing Law. This Agreement shall be governed by and construed in accordance with the following laws: (a) the laws of England and Wales if the Ridge Contracting Party is Tectonic Labs Ltd., or (b) the laws of the State of New York if the Ridge Contracting Party is Tectonic Labs Inc., in each case without reference to such jurisdiction’s principles of conflicts of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

16.2 Dispute Resolution

(a) Management Resolution. The parties will attempt to settle any claim or controversy arising out of this Agreement through good faith negotiation. In the event either party has a dispute or claim against the other party (except with respect to billing disputes), the disputing party shall provide written notice to the other party. The parties agree to escalate disputes to a senior executive from each party, who will use commercially reasonable efforts to resolve the dispute by consulting with each other in good faith to reach an equitable resolution satisfactory to both parties within thirty (30) calendar days of the receipt of notice (or such other period agreed by these executives). Neither party shall pursue or commence proceedings regarding the dispute in any court, administrative arbitral or other adjudicative body prior to engaging in such consultations and negotiations.

(b) Binding Arbitration. Any claim, disputes, controversies or matter arising out of, or in connection with, or in relation to this Agreement, which cannot be amicably resolved between the parties, shall be referred to arbitration as follows: 

(i)if the Ridge Contracting Party is Tectonic Labs Ltd., the matter shall be referred to the London Court of International Arbitration (LCIA) and finally resolved by arbitration under the LCIA Rules then in effect, by one arbitrator appointed in accordance with the LCIA Rules. The seat of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English. 

(ii) if the Ridge Contracting Party is Tectonic Labs Inc., the matter shall be arbitrated in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, by one arbitrator appointed in accordance with these Rules.  The arbitration shall take place in New York, New York. The language to be used in the arbitral proceedings shall be English. 

Any resulting arbitral decision shall be final and binding on both parties. Judgment upon any arbitration award may be entered in any court having jurisdiction thereof. Such judgment shall be in lieu of any other remedy.

(c) Equitable Relief. Notwithstanding the foregoing or anything in this Agreement to the contrary, Ridge may enforce its intellectual property rights or seek equitable relief for in any court of competent jurisdiction at any time.

16.3 Entire Agreement; Precedence. This Agreement incorporates the Policies by reference and is the entire agreement between you and Ridge regarding the subject matter of this Agreement, and it supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and Ridge, whether written or verbal, regarding the subject matter of this Agreement. The headings in this Agreement are for convenience of reference only and will not affect their interpretation. No oral or written information or advice given by Ridge or its employees and other representatives will create any obligations or warranty on behalf of Ridge unless otherwise agreed in a writing signed by an authorized Ridge representative. Any terms and conditions included in purchase orders, confirmations, payment documentation or other documentation or communications provided by you are hereby rejected and will have no force or effect. If these Terms of Service are inconsistent with the terms contained in any Policy, these Terms of Service will control, except that the specific Policy will control over these Terms of Service if so expressly stated therein.

16.4 Modifications and Waivers. Except as expressly provided elsewhere in this Agreement, this Agreement may not be changed or modified, nor may any provisions hereof be waived, nor may any consent or confirmation be considered to have been given, except by an agreement in writing signed by the party against whom enforcement of the change or modification is asserted, and any such modification, change, waiver, consent or confirmation on Ridge’s behalf may only be given by an authorized signatory of Ridge. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder.

16.5 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

16.6 Force Majeure. Ridge will not be liable for any failure of performance to the extent such failure is due to any cause or causes beyond Ridge’s reasonable control, including acts of God, fire, explosion, vandalism, cable cut, adverse weather conditions, pandemics, governmental action, acts of terrorism, strikes and similar labor difficulties, war, sabotage, outages of third party connections, utilities, or telecommunications networks, including, without limitation, carrier-related problems or issues, internet-access issues, denial of service attacks, shortage or unavailability of supplies, and other mechanical, electronic or communications failures or degradation. 

16.7 Notice. We may provide any notice to you under this Agreement by sending a message to the email address listed under your account or via the Ridge Platform management console. Notices we provide by posting on the Ridge Website will be effective upon posting and notices we provide by email will be effective upon the delivery date of the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email. Notices provided to Ridge under this Agreement must be in writing and will be deemed to have been duly given when: hand delivered, sent by email (with written confirmation of receipt), or when received by us at the mailing address listed for the applicable Ridge Contracting Party in Section 17 below. We may update the addresses for notices to us by posting a notice on the Ridge Website.

16.8 Relationship of the Parties. The relationship of the parties is not that of partners, agents or joint venturers for one another, and nothing contained in the Agreement will be deemed to constitute a partnership or agency agreement between the parties for any purpose. The parties hereto are independent parties and will discharge their contractual obligations at their own risk subject to the terms of this Agreement.

16.9 No Third-Party Beneficiaries. Except as may be expressly set forth under this Agreement, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

16.10 Assignment. You may not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section will be void. 

16.11 Trade Compliance. In connection with this Agreement, each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to a U.S. company, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Ridge Cloud Services, including your transfer, processing and use of User Content. You represent and warrant that you or any party that owns or controls you are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including, without limitation, the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority.

16.12 U.S. Government Rights. The Ridge Cloud Services are “commercial items” as defined at 48 C.F.R. §2.101, and constitutes “commercial computer software” and “commercial computer software documentation,” as defined in 48 C.F.R. §252.227-7014(a)(1) and as used in 48 C.F.R. §12.212 and §227.7202.  If you are using the Ridge Cloud Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, you will immediately discontinue your use of the Ridge Cloud Services.  This commercial computer software and related documentation are provided to end users for use on Customer’s behalf, with only those rights as are granted pursuant to the terms and conditions set forth in this Agreement.

  1. Definitions.  

“Acceptable Use Policy” or “AUP” means the policy located at https://www.ridge.co/legal/AUP, providing for restrictions on use and acceptable use of the Ridge Platform and Services, as may be updated by Us from time to time.

“Documentation” means the user guides and admin guides for the Services available at https://dev.ridge.co/, as may be updated by Ridge from time to time.

“Members” means all individual users registered by you on the Ridge Platform and assigned to your account for the purpose of accessing the Ridge Platform and using Ridge Cloud Services. “Members” does not include such individuals when they access the Ridge Platform or use the Ridge Cloud Services or any Ridge Content under their own or a separate Ridge account, rather than under your account.

“Policies” means the Acceptable Use Policy, Privacy Policy, the Website Terms, all restrictions described in the Ridge Content and on the Ridge Website, and any other policy or terms referenced in or incorporated into this Agreement.

“Privacy Policy” means the privacy policy available at https://www.ridge.co/legal/privacy-policy, as may be updated by us from time to time.

“Ridge Content” means content and materials we or any of our affiliates make available in connection with the Ridge Cloud Services or otherwise through the Ridge Platform or the Ridge Website in connection with the Ridge Cloud Services, including APIs, WSDLs, Documentation, sample code, software libraries, command line tools, proofs of concept, related technology, the Ridge Marks, and any other product or service provided by us under this Agreement. Ridge Content does not include User Content or content of any third party.

“Ridge Contracting Party” means the Ridge party identified in the table below, based on the country in which your account is registered (“Account Country”). If you change your Account Country to one designated to a different Ridge Contracting Party below, you agree that this Agreement will then be automatically assigned to the new Ridge Contracting Party without any further action required by either party.

“Ridge Data Center” means the physical location powered by a specific cloud management environment (such as VMWare or OpenStack).

“Ridge Marks” means any trademarks, service marks, service or trade names, logos, and other designations of Ridge and its affiliates that we may make available to you in connection with this Agreement.

“Ridge Website” means Ridge’s website through which you may access and use the Ridge Platform and Ridge Cloud Services, currently located at www.ridge.co.

“Service(s)” means the Ridge Cloud Services made available by us or our affiliates through the Ridge Platform, as well as any maintenance and support services offered in accordance with our Service Level Agreement. The Services do not include any Third Party Resources offered through the Ridge Platform.

“User Content” means any content, application, software, information, images, data and other materials which You or Your Members deploy, input, submit, share, upload, host or transfer to Ridge through the Ridge Platform, as well as any results that You or any of Your Members derive from the foregoing through use of the Service. 

“Website Terms” means the Ridge Website’s terms of use, currently available at https://www.ridge.co/legal/eula, as may be updated by us from time to time.