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Last Updated • June 2023
This Main Services Agreement ("MSA") governs Customer's purchase and use of the Services and is effective between Customer and Ridgeline as of the earlier of the date of an executed Order Form or Customer's first use of the Ridgeline Service. THIS MSA DOES NOT APPLY IF CUSTOMER HAS EXECUTED A SEPARATE MSA WITH RIDGELINE OR ITS AFFILIATE, IN WHICH CASE SUCH SEPARATE MSA SHALL GOVERN.
This Main Services Agreement ("MSA") governs Customer's purchase and use of the Services and is effective between Customer and Ridgeline as of the Effective Date. Terms used and not defined inline have the meanings set forth in Section12.
During the Subscription Term, subject to the terms and conditions of thisAgreement, Ridgeline shall: (i) make the Purchased Services available to Customer in accordance with the Agreement; and (ii)provide the Ridgeline Service and support in accordance with the Documentation, the Agreement, the Laws applicable to Ridgeline’s provision of the Ridgeline Service to its customers generally, and subject to Customer’s use of the Ridgeline Service in accordance with the Agreement. Ridgeline will use commercially reasonable efforts to (a) make the Ridgeline Service continuously available during the Subscription Term and (b) respond to support cases submitted through its customer support portal promptly (taking into account the nature and severity of the issue).
Customer may enable access to the Ridgeline Service for use only by Authorized Users solely for the internal business purposes of Customer and its Affiliates in accordance with the Documentation and not for the benefit of any third parties. Customer is responsible for Authorized Users’ use of the Ridgeline Service and compliance with the Agreement. Customer shall be solely responsible for: (a) the legality, quality and accuracy of Customer Data, the means by which Customer acquired Customer Data, the use of Customer Data with the Ridgeline Service, and providing any required notices to, and receiving any required consents and authorizations from, Authorized Users and persons whose Personal Data may be included in Customer Data and (b) maintaining and complying with any licenses or consents for Third-Party Products.
Customer shall not and shall not authorize any third party to: (i) use the Ridgeline Service In violation of Laws; (ii) send or store Malicious Code in connection with the Ridgeline Service; (iii) interfere with or disrupt performance of the Ridgeline or the data contained therein; (iv) attempt to gain access to the Ridgeline Service or its related systems or networks in a manner not set forth in the Documentation or the Order Form, (v) access the Ridgeline Service,Content, Documentation or any Deliverable (collectively, the “Ridgeline Materials”) in order to build a similar product or service or competitive product or service, (vi) modify or copy the Ridgeline Materials nor create any derivative works based on the Ridgeline Materials; (vii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, timeshare, offer in a service bureau, or otherwise make the Ridgeline Materials available to any third party, other than to Authorized Users as permitted here in; (viii) reverse engineer or decompile any portion of the Ridgeline Materials, including any software utilized by Ridgeline in the provision of the Ridgeline Materials, except to the extent required by Law; (ix) copy any features, functions, integrations, interfaces or graphics of the Ridgeline Materials.
If Customer enables any Third-Party Product for use with the Ridgeline Service,Customer grants Ridgeline permission to allow the provider of that Third-Party Product to access the Ridgeline Service is required for the interoperation of the Ridgeline Service with the Third-Party Product. Ridgeline is not responsible for the operation of any Third-Party Product, including the quality or accuracy of any data related thereto, nor the availability of operation of the Ridgeline Service to the extent such availability and operation is dependent upon any Third-Party Product.Ridgeline does not make any representations or warranties with respect to such Third-Party Products or third-party service providers. Any exchange of data or other interaction between the Ridgeline Service and Customer’s Third-Party Products And/or third-party providers is solely between Customer and such third-party providers and is governed by such third-party's terms and conditions. If the provider of a Third-Party Product ceases to make it available for interoperation with the corresponding Ridgeline Service features on reasonable terms, Ridgeline may cease providing those Ridgeline Service Features without entitling the Customer to any refund, credit, or other compensation.
If Customer receives notice that Content or a Third-Party Product must be removed, modified or disabled to avoid violating applicable law or breach of Customer or Ridgeline Obligations to any third party with respect to such Third-Party Product or Content, Customer will promptly do so. In addition, Ridgeline may delete, modify or disable Content and/or Third-Party Products. In addition, if Ridgeline is required by any third-party rights holder to remove Content or receives information that Content provided to Customer may violate applicable law or third-party rights, Ridgeline may discontinue Customer’s access to Content through the Ridgeline Service.
Unless otherwise provided in the applicable Order Form or SOW,Purchased Services are purchased as subscriptions for the Subscription Term stated in the applicable Order Form. All fees set forth either on an Order Form or SOW (except fees subject to good faith dispute) shall be due and payable within thirty(30) days following the invoice date. Ridgeline may send Customer invoices electronically (by email or otherwise). All subscription fees are based on access rights acquired and not actual usage. Professional Services fees will be invoiced in accordance with the applicable SOW. All remittance advice and invoice inquiries can be directed tolegal@ridgelineapps.com.
Any payment not received from Customer by the due date may accrue, at Ridgeline Discretion, late charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
Ridgeline will not exercise its rights under Section 2.2 or 2.3 while Customer disputes the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
Any fees invoiced under the Agreement do not include any transaction taxes, which may include local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added taxes, excise, use, goods and services taxes, consumption taxes or similar taxes (collectively, “Taxes”). All fees invoiced pursuant to the Agreement are payable in full and without reduction for Taxes. Customer is responsible for paying all Taxes imposed on the Services provided under the Agreement. If Ridgeline has a legal obligation to pay or collectTaxes for which Customer is responsible under the Agreement, the appropriate amount shall be computed based on Customer’s address and invoiced to and paid by Customer, unless Customer provides Ridgeline with a valid tax exemption certificate authorized by the appropriate taxing authority.
Ridgeline and its licensors own and retain all right, title and interest in and to (a) the Services, Content, Documentation, and Deliverables, (b) all improvements, enhancements or modifications there to no matter by whom made, (c) any software, applications, inventions or other technology developed or co-developed in connection with Professional Services or support and (d) all Intellectual Property Rights in or relating to any of the foregoing. Subject to the limited rights expressly granted hereunder, Ridgeline reserves all right, title and interest in and to the Ridgeline Materials including all related Intellectual Property Rights. No rights are granted to Customer hereunder other than as expressly set forth here in.
Customer shall own all right, title and interest in and to the Customer Data. Subject to the terms and conditions of this Agreement, Customer grants Ridgeline and its Affiliates a worldwide, limited-term, non-exclusive, royalty-free license to use, copy, transmit, store and host the Customer Data (of both Customer and its Authorized Users) to provide or improve the Services, to prevent or address service or technical problems, or in accordance with the Agreement, Documentation, or Customer's instructions. Personal Data will only be processed in accordance with the Data Processing Addendum.
Ridgeline may de-identify, aggregate, pseudonymize, collect and analyze (a) data and other information relating to the provision, use and performance of the Services and related systems and technologies (“UsageData”) and (b) Customer Data and data derived therefrom (collectively, “Aggregated Data”). Ridgeline may, during and after the term of this Agreement, (i) use such Aggregated Data to improve and enhance the Services and for other development,diagnostic and corrective purposes in connection with Ridgeline offerings, and (ii) disclose Aggregated Data in connection with its business.
Ridgeline and its Affiliates shall have a royalty-free, worldwide, transferable, sub-licensable,irrevocable, perpetual license to use or incorporate any Customer Feedback into the Ridgeline Service or Professional Services. Customers shall have no obligation to provide Customer Feedback. Ridgeline may develop and make changes to the Ridgeline Service, including changes that result from Feedback, at its sole discretion.
A party shall not disclose or use any Confidential Information of the other party except (a) as reasonably necessary to perform its obligations, (b) to its bona fide representatives so long as such representatives have a need to know and are subject to confidentiality obligations no less protective than this Section 4, (c) to exercise its rights pursuant to the Agreement, or (d) with the other party's prior written permission. Each party agrees to protect theConfidential Information of the other party in the same manner that it protects its own Confidential Information but in no event using less than a reasonable standard of care. A disclosure by one party of Confidential Information of the other party to the extent required by Law shall not be considered a breach of the Agreement, provided the party so compelled promptly provides the other party with prior notice of such compelled disclosure (to the extent legally permitted) and provide reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. If a party discloses or uses (or threatens to disclose or use) any Confidential Information of the other party in breach of confidentiality protections© Ridgeline, Inc. 2023 3 Confidential Hereunder, the other party shall have the right, in addition to any other remedies available, to injunctive relief to enjoin such acts, it being acknowledged by the parties that any other available remedies are inadequate.
Ridgeline maintains administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data as described in the Security Exhibit. During the term of theAgreement, Ridgeline may not materially decrease the protections set forth in the Security Exhibit or Audit Report. In the event either party becomes aware of any actual or reasonably suspected unauthorized use of, loss of, access to, or disclosure of Customer Data (a “Security Breach”), such party shall notify the other without undue delay after becoming aware of the Security Breach.
Each party warrants to the other that it (a) has the authority to enter into the Agreement and (b) inconnection with its performance of the Agreement, shall comply with all Laws. Ridgeline warrants that: (i) the PurchasedService shall perform materially in accordance with the Documentation; (ii) the functionality of the Ridgeline Service will not be materially decreased, (iii) the Professional Services will be performed in a competent and work person like manner in accordance with accepted industry practice; and (iv) to the best of its knowledge, neither the Ridgeline Service nor any Deliverable contains any Malicious Code. Further, each party warrants that it will not knowingly introduce any MaliciousCode into the Ridgeline Service.
In the event of a breach of the warranties set forth in Section 6.1, Ridgeline shall correct the non-conforming Purchased Service or Professional Services at no additional charge to Customer, or in the eventRidgeline is unable to correct such deficiencies after good-faith efforts, Ridgeline shall refund Customer amounts paid that are attributable to the defective Purchased Service or Professional Services from the date Ridgeline received such notice. In the event of a breach of any such warranty, Customer shall use its commercially reasonable efforts to notify Ridgeline in writing within thirty (30) days of identifying a deficiency. The remedies set forth in this section shall be Customer’s sole remedy and Ridgeline’s sole liability for breach of these remedies.
EXCEPT AS EXPRESSLY PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RIDGELINE MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS,IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE RIDGELINE SERVICE, PROFESSIONAL SERVICES AND/OR RELATED DOCUMENTATION. RIDGELINE DOES NOT WARRANT THAT THE RIDGELINE SERVICE WILL BE ERROR FREE OR UNINTERRUPTED. THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CUSTOMER INCONNECTION WITH THE PROVISION OF THE RIDGELINE SERVICE AND/OR PROFESSIONAL SERVICES.
Ridgeline may in its discretion (a) make available certain components of the Ridgeline Service to Customer on a trial, beta, early access, or similar basis (“Non-PurchasedServices”), (b) determine the duration of access to such Non-Purchased Services, and (c) delete any data Customer Submits to a Non-Purchased Service after using reasonable efforts to notify Customer of such deletion. Unless otherwise agreed by the parties, Customer shall only use Non-Purchased Services for evaluation purposes, and shall not submit anydata for any other purpose to Non-Purchased Services. CUSTOMER’S USE OF ANY NON-PURCHASED SERVICES UNDER THIS PARAGRAPH IS “AS-IS” AND WITHOUT INDEMNIFICATION, WARRANTY, SECURITY, SERVICE LEVEL,SUPPORT, OR OTHER OBLIGATIONS TO CUSTOMER OF ANY KIND BY RIDGELINE. After Customer executes anOrder Form for a Purchased Service, this paragraph shall not apply to the Purchased Service.
Ridgeline shall defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that the use of the Purchased Service in accordance with the Documentation or Deliverable infringes any third party’s Intellectual Property Rights (a “Claim Against Customer”)and will indemnify Customer from damages, attorney fees and costs finally awarded against Customer as a result of, or for any amounts paid by Customer under a settlement approved by Ridgeline in writing of, a Claim Against Customer; provided,however, that Customer: (a) promptly gives written notice of the Claim against Customer to Ridgeline; (b) gives Ridgeline Sole control of the defense and settlement of the Claim Against Customer (provided that Ridgeline may not settle any ClaimAgainst Customer unless it unconditionally releases Customer of all liability); (c) provides to Ridgeline, at Ridgeline's cost, all reasonable assistance and (d) Customer promptly implements, at Ridgeline’s option, a modified version of the PurchasedService, Documentation or Deliverable intended to mitigate or nullify the Claim against Customer. The above defense and indemnification obligations do not apply if: (i) the allegation does not state with specificity that the Purchased Services orDeliverable is the basis of the Claim Against Customer; (ii) a Claim Against Customer arises from the use or combination of the Purchased Services, Deliverable, or any part thereof with software, hardware, data, or processes not provided byRidgeline, if the Purchased Services, Deliverable or use thereof would not infringe without such combination; or (iii) a Claim© Ridgeline, Inc. 2023 4 Confidential Against Customer arises from a Third-Party Product or from Customer’s breach of the Agreement or applicable OrderForm(s).
Customer shall defend Ridgeline and its Affiliates against any claim, demand,suit or proceeding made or brought against Ridgeline by a third party alleging (a) that any Customer Data or Customer’s use of Customer Data with the Ridgeline Service, (b) a Third-Party Product, or (c) the combination of a Third-Party Product with the Ridgeline Service, infringes or misappropriation such third party’s Intellectual Property Rights, or arising from Customer's Use of the Ridgeline Service, Deliverable or Content in an unlawful manner or in violation of the Agreement, theDocumentation, Order Form, or SOW (each a “Claim Against Ridgeline”), and will indemnify Ridgeline from any damages,attorney fees and costs finally awarded against Ridgeline as a result of, or for any amounts paid by Ridgeline under a settlement approved by Customer in writing of, a Claim Against Ridgeline; provided, however, that Ridgeline: (i) promptly gives written notice of the Claim Against Ridgeline to Customer; (ii) gives Customer sole control of the defense and settlement of the Claim Against Ridgeline (provided that Customer may not settle any Claim against Ridgeline unless it unconditionally releases Ridgeline of all liability); and (iii) provides to customer, at Customer's cost, all reasonable assistance. The above defense and indemnification obligations do not apply if a Claim Against Ridgeline arises from Ridgeline's breach of the Agreement, the Documentation, the applicable Order Form or the applicable SOW.
This Section 7 states each party’s sole liability and exclusive remedy for any third-party claims described herein.
TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO (i) EACH PARTY’S INDEMNIFICATION OBLIGATIONS IN SECTION 7, (ii) DEATH OR PERSONAL INJURY CAUSED BY A PARTY’S NEGLIGENCE, (iii) EITHER PARTY’S WILLFUL MISCONDUCT OR FRAUD, AND/OR (iv)BREACH AND/OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY'S (OR RIDGELINE’S AFFILIATES’ OR THIRD PARTY LICENSORS’) AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE,EXCEED THE FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD FOR THE SERVICES FROM WHICH THE CLAIM AROSE (OR, FOR A CLAIM ARISING BEFORE THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE, THE AMOUNT PAID OR PAYABLE FOR THE FIRST TWELVE (12) MONTH PERIOD).8.2. EXCLUSION OF DAMAGES. EXCEPT WITH RESPECT TO AMOUNTS TO BE PAID BY EITHER PARTY PURSUANT TO A COURT AWARD OR SETTLEMENT AS WELL AS THE DEFENSE COSTS UNDER THE INDEMNIFICATION OBLIGATIONS NO MATTER HOW SUCH DAMAGES MAY BE CHARACTERIZED, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL,PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS (EXCEPT AS DAMAGES FOR BREACH AND/OR MISAPPROPRIATION OF A PARTY’S INTELLECTUAL PROPERTY), LOSS OF USE,COST OF DATA RECONSTRUCTION, COST OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES,WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS OR SUBCONTRACTORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. CUSTOMER WILL NOT ASSERT THAT ITS PAYMENT OBLIGATIONS ARE EXCLUDED AS RIDGELINE’S LOST PROFITS.
Any Professional Services or support not explicitly set out in this Agreement, e.g., on-site training,integration, consulting and other technical or other Professional Services are subject to a separate Order Form or SOW. The Assignment of all personnel for Professional Services will be in Ridgeline’s sole discretion. Any change to the scope ofProfessional Services set forth in an Order Form or SOW must be initiated through a written change control procedure set forth in the applicable SOW. No change to the scope of Professional Services in an Order Form or SOW will be effective unless and until a written change order is mutually executed by the parties.
Customer agrees to provide the relevant information and background material regarding Customer's operations, access to Customer's premises, personnel and equipment, and all other forms of assistance as specified in the Order Form or SOW or as otherwise reasonably required by Ridgeline for the satisfactory and timely performance of the Professional Services and must do so in a timely manner (and in any event in accordance with the timing requirements of the project plan or other timing requirements that may be specified in the Order Form or SOW).© Ridgeline, Inc. 2023 5 Confidential
The Professional Services will commence on the date set forth in the relevant SOW andRidgeline will use reasonable efforts to complete the Professional Services in accordance with the schedule set forth herein. The Professional Services will be considered completed upon Ridgeline’s written confirmation to the Customer that the Professional Services have been completed. For the purpose of this Section, written notice/confirmation includes-mail transmissions to Customer.
Unless otherwise agreed between the parties in an SOW, Professional Services Will be invoiced by Ridgeline on a time and material basis at the then-current standard price list for Professional Services When such SOW is signed, with reasonable and customary expenses charged in addition. If an estimate is stated in the applicable SOW, such amount is only a good faith estimate for Customer's budgeting and Ridgeline's resource scheduling purposes, and Customer acknowledges and agrees that the total Professional Services fees may be higher or lower.
Ridgeline will notify Customer in the event that Ridgeline has reason to believe that the estimated amount will be exceeded and will provide Customer with an updated estimate and explain the reasons for exceeding the estimate. Unless Customer rejects in writing (email is sufficient) the updated estimate within five business days from Ridgeline's notification, Customer will be deemed to have accepted the updated estimate.
Unless otherwise specified in the SOW, Customer shall reimburse Ridgeline for reasonable and verified expenses for travel and associated costs incurred in conjunction with the Professional Services. Customer is solely responsible for all third-party costs and other additional costs related to, but outside the express scope of, the ProfessionalServices. Costs in relation to any additional work performed by Ridgeline caused by Customer, and other costs incurred outside of Ridgeline's control, shall be borne by Customer.
The Term of the Agreement commences on the Effective Date and continues until there have not been any Subscription Terms in effect for a period of one year, unless terminated earlier in accordance with the terms of this Agreement.
Either party may terminate the Agreement: (i) upon thirty (30) days prior written notice to the other party of a material breach by the other party if such breach remains uncured at the expiration of such notice period; or(ii) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In the event the Agreement is terminated,all Order Forms and SOWs are simultaneously terminated. Termination of a specific Order Form or SOW will not terminate this Agreement or other Order Forms or SOWs.
Upon any termination of the Agreement, or any Order Form, Customer shall, except as specifically provided in the “Retrieval of Customer Data” Section below, as of the date of such termination, immediately cease accessing and otherwise utilizing the applicable Ridgeline Materials and Ridgeline Confidential Information. If theAgreement is terminated by Customer in accordance with Section 10.2, Ridgeline will refund Customer any prepaid discovering the remainder of the term of all Order Forms after the effective date of termination. If the Agreement is terminated by Ridgeline in accordance with Section 10.2, Customer will pay any unpaid fees covering the remainder of the term of allOrder Form(s) and/or SOW(s) to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees payable to Ridgeline for the period prior to the effective date of termination.
Upon written request by Customer made prior to any expiration or termination of the Agreement, Ridgeline will make the Ridgeline Service available to Customer for the purposes of retrieval of CustomerData for a period of up to sixty (60) days after such request is received by Ridgeline. Thereafter, Ridgeline will have no obligation to maintain or provide any Customer Data and consistent with its applicable policies, will delete all CustomerData.
e. In addition to any of its other rights or remedies (including, without limitation, any termination rights) set forth in this Agreement, Ridgeline reserves the right to suspend provision of Services upon prior written notice to Customer (which will be reasonable prior notice unless Ridgeline reasonably believes immediate suspension is necessary); (a) if Customer is thirty (30) days or more overdue on an undisputed payment, (b) if Ridgeline deems such suspension necessary as a result of Customer’s material breach of the Agreement, (c) if Ridgeline reasonably determines suspension is necessary to avoid material harm to Ridgeline or its other customers, including if the Services are experiencing denial of service attacks, mail flooding, or other attacks or disruptions outside of Ridgeline’s control, or (d) as required by law or at the request of governmental entities. Ridgeline will make reasonable efforts to limit Customer’s right to access or use the portion of the Services that caused the security or liability risk or threat. Ridgeline will restore Customer’s access and use rights promptly after Customer has resolved the issue giving rise to the suspension.
Provisions of this Agreement which by their nature are to be performed or enforced following any termination of this Agreement shall survive such termination.
The parties are independent contractors. The Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to the Agreement.
All notices under the Agreement shall be in writing and shall be deemed to have been given upon: (i)personal delivery; (ii) two business days following deposit in the United States Mail, by Certified Mail, Return ReceiptRequested; r (iii) one business day following deposit with a recognized overnight delivery service; i.e. Express mail, DHL,Federal Express, or UPS Next Day Air or (iv) the date of electronic confirmation of receipt of an email. Notices to Ridgeline shall be addressed to the attention of its General Counsel with a copy to legal@ridgelineapps.com. Notices to Customershall be addressed to Customer’s signatory to the Agreement. Each party may modify its recipient of notices by providing notice pursuant to the Agreement.
No failure or delay by either party in exercising any right under the Agreement shall constitute a waiver of that right or any other right. No waiver of any breach of this Agreement will constitute a waiver of any other breach of the same or any other provision of this Agreement, and no waiver will be effective unless made in writing by the party against whom the waiver is sought to be asserted. Other than as expressly stated herein, the remedies provided here in are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
Neither party will be liable for any failure or delay in performance under this Agreement orcauses beyond that party's reasonable control. Dates by which performance obligations are scheduled to be met will be extended for a period equal to the time lost due to any delay so caused.
Neither party may assign any of its rights or obligations hereunder, whether by operation of lawor otherwise, without the prior written consent of the other party (which consent shall not be unreasonably with held).Not with standing the foregoing, either party may assign the Agreement in its entirety without consent of the other party to an Affiliate of such party or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets so long as the assignee agrees to be bound by all of the terms of the Agreement and all past due fees are paid in full. Any attempt by a party to assign its rights or obligations under the Agreement other than as permitted by this sections hall be void and of no effect. Subject to the foregoing, the Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
Waiver of Jury Trial. The Agreement shall be governed exclusively by the internal laws of the State of New York, without regard to its conflicts of laws rules, and any litigation arising out of or connection in any way with this Agreement shall take place in a State or Federal court of competent jurisdiction in New York County, State of NewYork. Each party irrevocably waives any right to a jury trial in any proceeding arising out of this Agreement. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Agreement.
Each party shall comply with the export Laws of the United States and other applicable jurisdictions in providing and using the Ridgeline Service or Professional Services. Without limiting the generality of the foregoing,Customer shall not make the Ridgeline Service or Professional Services available to any person or entity that: (i) is located in a country that is subject to a U.S. government embargo; (ii) is listed on any U.S. government list of prohibited or restricted parties; or (iii) is engaged in activities directly or indirectly related to the proliferation of weapons of mass destruction.
Neither the information provided by Ridgeline nor the Ridgeline Service,Documentation or Professional Services are intended for purposes of advice and they do not hold themselves out as providing any legal, financial or other advice. They also do not make any recommendation or endorsement as to any investment, advisor, other service or product, potential value or suitability of any particular investment, security or investment strategy.
The Agreement, including all exhibits and addenda hereto and all Order Forms and SOWs,constitutes the entire agreement between the parties with respect to the subject matter hereof. In the event of a conflict, the provisions of an Order Form or SOW shall take precedence over provisions of the body of the Agreement and over any other Exhibit or Attachment. The headings in the Agreement are for convenience only and so affect the interpretation of any provision. The Agreement supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification or amendment of any provision of the Agreement shall be effective unless in writing and signed by both parties. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the© Ridgeline, Inc. 2023 7 Confidentialoriginal provision to the fullest extent permitted by law, and the remaining provisions of the Agreement shall remain in effect.Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in another Customer order documentation shall be incorporated into or form any part of the Agreement, and all such terms or conditions shall be null and void. The parties hereby consent to the use of electronic signatures in connection with the execution of any Order Form and/or SOW incorporating this MSA, and further agree that electronic signatures shall be legally binding with the same force and effect as manually executed signatures. The term “including” and/or “includes” and the like means “including without limitation”.
The following capitalized terms have the respective meanings specified below and are equally applicable to the singular and plural forms of such terms:
“Agreement” means collectively, this MSA, together with any Order Form(s) and/or SOWs which refer to, and incorporate this MSA, including any terms and policies that by reference are incorporated into this MSA.
“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control by either party.For purposes of the preceding sentence,
“control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Audit Report '' means Ridgeline’s most recently completed SOC2 Type II audit report, prepared and delivered by a nationally recognized independent third-party auditor, or any industry standard similar successor or supplemental report or certification.
“Authorized Users” means individuals authorized by Customer to access the Ridgeline Service in accordance with the Agreement as further described in the Documentation.
“Confidential Information” means (a) any software utilized by Ridgeline in the provision of the Services and its respective source code; (b) each party’s and/or its licensor’s business or technical information, including the Documentation, training materials, any information relating to Ridgeline’s software plans, designs, costs, prices, product names, finances, marketing plans, business opportunities, personnel, research, development or know-how that is designated by the disclosing party as“confidential” or “proprietary” or the receiving party knows or should reasonably know is confidential or proprietary; and (c)the terms, conditions and pricing of the Agreement (but not its existence or parties). Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the other party; (ii) was known to a party prior to its disclosure by the other party without breach of any obligation owed to the other party; (iii) was independently developed by a party without breach of any obligation owed to the other party; or (iv) is received from a third party without breach of any obligation owed to the other party.
“Content” means information obtained by Ridgeline from Ridgeline’s third-party content providers or from publicly available sources and made available to Customer through the Ridgeline Service. Content does not include any Third-Party Products.``Customer Data” means the electronic data or information which Customer submits to the Ridgeline Service, excludingContent and Third-Party Products.
“Customer Feedback” means suggestions, enhancement requests, recommendations or other feedback provided by Customer, its employees and Authorized Users, provided, Customer will not be identified publicly as the source of such suggestions, enhancement requests, recommendations or other feedback.
'Deliverables' means the training, specifications, configurations, implementation, data conversions, workflow, custom developed programs, performance capabilities, and any other activity or document to be completed during the course of Professional Service described on a SOW for delivery to Customer.
“Documentation” means the Ridgeline Service’s applicable usage guides and policies, made available to Customer and as updated from time to time.“Effective Date” means the date upon which the parties agree to the Agreement, including by execution of an Order Form Or SOW referencing the MSA.
“Intellectual Property Rights” means any and all common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued,honored or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto.
“Law” means any local, state, national and/or foreign law, treaties, and/or regulations applicable to a respective party.© Ridgeline, Inc. 2023 8 Confidential
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses,worms, time bombs and Trojan horses.
“Order Form” means an ordering document or online order specifying the Ridgeline Service or other products or services(excluding Professional Services) entered into between Customer and Ridgeline, including any addenda and supplements thereto.
“Production” means use of all or parts of the Ridgeline Service are used to execute transactions, produce reports, processand/or retrieve data or otherwise used in a non-test environment.
“Professional Services” means software configuration, implementation, optimization, and consulting services provided to Customer pursuant to a SOW.
“Purchased Service” means the Ridgeline Service purchased by Customer pursuant to an Order Form and excluding anyNon-Purchased Service and Third-Party Products.
“Services” means any Purchased Service, Professional Services or Non-Purchased Service.
“SOW” means an ordering document or online order specifying the Professional Services to be delivered executed by Customer and Ridgeline.
“Subscription Fee” means amounts payable by Customer for the Purchased Services.
“Subscription Term” means the length of time during which an Order Form for a Purchased Service is effective.
“Ridgeline Service '' means the cloud software-as-a-service provided or made available to Customer by Ridgeline pursuant to one or more executed Order Form(s), excluding Professional Services, Content and/or Third-Party Products.
“Third-Party Products” means applications, services, and content provided by entities or individuals other than Ridgeline,and that interoperate with the Ridgeline Service, including cloud service providers, third party data or market information providers or sources, connectivity service providers, exchanges, and similar services.
