Thank you for your interest in Ridgewood’s custom report service program (the “Program”). Use of the Program is subject to your entering into the Ridgewood Custom Report SaaS Agreement (the “SaaS Agreement”) which SaaS Agreement will be separately provided to you by Ridgewood. Through the Program, Ridgewood offers certain Ridgewood application programming Interfaces (“APIs”) and various other applications and other tools and content (along with the API’s, the “Custom Report API Documentation” as further defined in Section 2, below) to users meeting the conditions of the below paragraph for the sole purpose of using and enhancing the Program as more specifically set forth in Section 2, below.

IMPORTANT – BEFORE DOWNLOADING, ACCESSING OR USING ANY PART OF THE CUSTOM REPORT APIs AND SERVICE DOCUMENTATION YOU SHOULD READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY AS THEY GOVERN ALL ACCESS TO AND USE OF THE CUSTOM REPORT API AND ASSOCIATED CUSTOM REPORT API DOCUMENTATION. THIS IS A LEGAL AGREEMENT (THE “AGREEMENT”) BETWEEN THE PARTY WHO WILL ACCESS AND USE THE CUSTOM REPORT API DOCUMENTATION (“USER”) AND RIDGEWOOD, LLC ON BEHALF OF ITSELF AND ITS AFFILIATES (COLLECTIVELY, “RIDGEWOOD”). RIDGEWOOD’S LICENSE OF AND USER’S USE OF THE CUSTOM REPORT API DOCUMENTATION ONLY IS STRICTLY CONDITION ON USER: A) SEPARATELY HAVING A SAAS AGREEMENT WITH RIDGEWOOD WHICH SAAS AGREEMENT APPLIES AND CONTROLS USER’S USE OF THE SERVICES SET FORTH IN SUCH AGREEMENT, IN ADDITION TO THIS AGREEMENT; AND B) ACCEPTANCE AND AGREEMENT TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. IF USER IS NOT A PARTY TO A SAAS AGREEMENT AND DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT THEN USER IS NOT GRANTED PERMISSION TO ACCESS OR USE THE CUSTOM REPORT API DOCUMENTATION.

IF RIDGEWOOD BELIEVES YOU ARE USING THE PROGRAM OR CUSTOM REPORT API DOCUMENTATION IN ANY WAY THAT UNDERMINES RIDGEWOOD’S BUSINESS INTERESTS, RIDGEWOOD MAY, AT ITS SOLE DISCRETION, SUSPEND YOUR LICENSE TO USE THE API, DISCONTINUE YOUR PARTICIPATION IN THE PROGRAM, TERMINATE YOUR ACCESS TO THE CUSTOM REPORT API DOCUMENTATION, AND/OR REDUCE YOUR ACCESS TO ALL OR SOME OF THE API. THIS AGREEMENT GOVERNS YOUR PARTICIPATION IN THE PROGRAM, INCLUDING YOUR LICENSE TO USE THE API AND TAKES EFFECT AS OF THE EARLIER OF (A) THE DATE YOU SIGNIFY YOUR AGREEMENT, OR (B) THE DATE THAT YOU FIRST ACCESS OR USE ANY OF THE CUSTOM REPORT API DOCUMENTATION, AS SET FORTH IN SECTION 1 OF THIS AGREEMENT. THE TERMS OF THIS AGREEMENT AND THE CUSTOM REPORT API DOCUMENTATION WILL CHANGE OVER TIME, SO PLEASE CHECK THE RIDGEWOOD CUSTOM REPORT PROGRAM SITE PERIODICALLY TO SEE THE LATEST UPDATES.

1. Acceptance and User Obligations. By clicking “I ACCEPT” or otherwise acknowledging your acceptance of this Agreement and/or by accessing or using the Custom Report API Documentation the acting party and User are representing to Ridgewood that the acting party is authorized to bind the User to the terms and conditions of this Agreement and the User is agreeing to accept and be bound by all terms and conditions of this Agreement. Should User wish to decline these terms, then the party representing User must not click “I ACCEPT” and the User should not access or use the Custom Report API Documentation or participate in the Program. User agrees to abide by all applicable local, state, national and international laws and regulations with respect to use of the Custom Report API Documentation and its participation in the Program.


2. Custom Report APIs, Documentation and Definitions. Ridgewood makes the Custom Report APIs and associated Custom Report API Documentation available to selected entities who are authorized sellers on the Amazon marketplace and want to use the Custom Report APIs in their activity and use of such marketplace to integrate such activity and use in their customer relationship management system and/or other systems (the “User’s Applications”) to push and retrieve data and other information to and from Ridgewood as part of the Services under the SaaS Agreement. The Custom Report API Documentation consists of APIs, starting guides, FAQs, and META data designed to enable licensee users to incorporate certain functionality into User’s Applications and Custom Report sample code (the “Custom Report Sample Code“) that User may use to help User create software for use with the APIs in User’s Applications. User agrees that it is solely responsible for User’s Applications and meeting and maintaining any certification criteria of User’s Application for use of the APIs and integration to Ridgewood and for any and all costs associated with such certifications and use of the APIs.


3. License. Subject to the terms of this Agreement and only during the term, User is granted a revocable, limited, personal, non-exclusive, non-transferable, royalty-free license to use the Custom Report API Documentation solely in connection with integrating the APIs and adaptations of all or portions of the Custom Report Sample Code with and into User’s Applications for the purpose of using and enhancing the Services under the SaaS Agreement and for no other purpose. Licensee is expressly forbidden from using the Custom Report API Documentation or Ridgewood Confidential Information provided under this Agreement for the purpose of developing similar functionalities or product offerings.
   
   a. Custom Report Sample Code and API’s. User may adapt and modify all or portions of the Custom Report Sample Code, in accordance with the Custom Report API Documentation, and use the APIs for use in User’s Applications and distribute it as part of the application in object code form, provided that the Custom Report Sample Code and APIs are only used in association with User’s use of the Services under the SaaS Agreement.


4. Term and Termination. The Agreement is effective upon the earlier of User’s acceptance of this Agreement or receipt of the Custom Report API Documentation and shall immediately terminate upon the earlier of: (i) written notification by Ridgewood to User at any time; (ii) termination of User’s use of the Custom Report API Documentation; or (iii) failure of User to comply with any provision of this License. Upon termination of the Agreement for any reason, User shall immediately discontinue use of the Custom Report API Documentation and destroy all copies of any aspect of the Custom Report API Documentation in User’s possession.


5. Security Requirements. User’s use of the APIs and Custom Report Sample Code is subject to User’s compliance with the below requirements, which may be updated by Ridgewood from time to time, which shall apply to User’s network, website, and e-mail security:
   
   a. Firewalls. User will deploy reasonably appropriate firewall technology in the operation of your sites. Traffic between Ridgewood and User will be protected and authenticated by industry standard cryptographic technologies.
   
   b. Intrusion Detection and Prevention. User will deploy intrusion detection or preferably prevention systems (NIDS/NIPS) in order to generate, monitor, and respond to alerts which could indicate potential compromise of the network and/or host.
   
   c. Log Management. User shall deploy a log management solution and retain logs produced by firewalls and intrusion detection systems for a minimum period of one (1) year.
   
   d. Network Segmentation. User shall establish and maintain appropriate network segmentation, including the use of virtual local area networks (VLANS) where appropriate, to restrict network access to systems storing Ridgewood data. User will proxy all connections from public networks into its internal network using DMZ or equivalent. User will not allow direct connections from public networks into any network segment storing Ridgewood data.
   
   e. E-mail Security. Where User includes information or data provided by Ridgewood as part of the Program in e-mails to prospective Ridgewood merchants and/or Ridgewood, appropriate e-mail identity solutions, including but not limited to DKIM, SPF, and DMARC, will be utilized.


6. Monitoring and Enforcement. User agrees that Ridgewood may monitor or audit the User Applications or User activities relating to User’s participation in the Program and use of the Custom Report API Documentation. At Ridgewood’s request, User will provide Ridgewood free access to use User Applications for the purpose of monitoring or auditing the User Applications. User will not seek to block or otherwise interfere with the monitoring or audit. Audits may include requests for documents and information and visits to User facilities. If Ridgewood, in its sole discretion, believes that User or its service providers have breached the terms of this Agreement or violating any rules of the Program, Ridgewood may take any and all steps it deems appropriate, including suspending User’s license to use the APIs, discontinuing its participation in the Program, terminating access to the Custom Report API Documentation, and/or reducing access to all or some APIs.


7. SLA and Deprecation Terms. Ridgewood may provide separate Program and API service level and deprecation terms which are incorporated herein by reference, as the same may be updated from time to time by Ridgewood without notice. While Ridgewood will make reasonable efforts in its conformance to the service levels and deprecation terms, it is agreed that any failure by Ridgewood of same or otherwise where User is not otherwise satisfied with Ridgewood’s provision of the Program, consistent with Sections 12 and 14, below, will not be a breach or otherwise actionable on the part of User, except that User, as its sole and exclusive remedy may discontinue use of the API’s and Custom Report API Documentation.


8. Restrictions. During and after the term of this Agreement, User shall not and agrees not to enable others to: (i) reverse engineer, decompile, disassemble or otherwise tamper with, translate or modify the Custom Report APIs in any manner not expressly permitted herein; (ii) install or use the Custom Report API Documentation or any component thereof in a manner which is inconsistent with the documentation or this License; (iii) sell, assign, license, sublicense or otherwise transfer, transmit or convey the Custom Report API Documentation or its components or any copies or modifications thereof, or any interest therein, to any third party other than as expressly stated herein; (iv) circumvent Ridgewood for access to the Custom Report API Documentation through Ridgewood third-party vendors or service providers; or (v) violate any Amazon marketplace rules or guidelines, including its acceptable use policy found at https://sellercentral.amazon.com/mws/static/policy?documentType=AUP&locale=en_US. All rights in the Custom Report API Documentation, including without limitation any patents, copyrights and any other intellectual property rights therein, shall remain the exclusive property of Ridgewood. User agrees that the Custom Report API Documentation, as well as any other information or documentation shared with User (regardless of whether such information or documentation is shared orally or in writing or marked as confidential) is the proprietary and confidential information of Ridgewood (the “Confidential Information”). User will not use or disclose Confidential Information other than as required to perform under and as permitted by this Agreement. User’s confidentiality obligations will survive the termination of this Agreement. User acknowledges that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information and that Ridgewood will be entitled (without waiving any other rights or remedies) to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without obligation to post any bond. Any information User provides to Ridgewood hereunder is considered by Ridgewood to be non-confidential. User acknowledges and agrees that it has no expectation that such information will be held confidential by Ridgewood, and that Ridgewood has no duty, express or implied, to pay any compensation for the disclosure or use of any such information.


9. Ownership. As between Ridgewood and User, except for the limited licenses granted by this Agreement: (i) Ridgewood retains all rights, title and interest in and to all intellectual property rights embodied in or associated with the Custom Report API Documentation and APIs, including but not limited to the Custom Report Sample Code, Program and software and application under the SaaS Agreement, the Ridgewood Custom Report services, Ridgewood trademarks and logos, and any content created, derived, or captured therefrom or therein; and (ii) User retains all rights, title and interest in and to all intellectual property rights embodied in or associated with the User’s Application, excluding the aforementioned rights in this section owned by or licensed to Ridgewood. There are no implied licenses under this Agreement, and any rights not expressly granted to User hereunder are reserved by Ridgewood.


10. Personal Data transmitted to Ridgewood and Under the Program: Prior to User sharing any Personal Data with Ridgewood, User shall ensure that identified or identifiable persons who are the subject of Personal Data are appropriately notified of and have consented to the privacy practices contained in Ridgewood’s Privacy Policy located on Ridgewood’s web-page or otherwise provided to User by Ridgewood. User warrants and represents that it has a legitimate basis and adequate title to collect and share Personal Data with Ridgewood and that User’s Application and such sharing complies with applicable law and User’s own privacy policies. For purpose of this section, Personal Data means data or information that makes a natural person identified or identifiable or is a numerical, physical, physiological, cultural, economic, mental or other factor of identity relating to an identified or identifiable person. Furthermore, through User’s participation in the Program and use of the APIs User may receive information, including Personal Data, from Ridgewood (“Other Ridgewood Information”). User may use Other Ridgewood Information only as strictly necessary to perform activities permitted under this Agreement and strictly in compliance with User’s privacy policy and applicable laws, rules and regulations and User will not collect, store, use, disclose or otherwise process the Other Ridgewood Information for any purpose other than facilitating its participation in the Program as permitted under this Agreement. User agrees to delete the Other Ridgewood Information when requested by Ridgewood or when User’s participation in the Program is terminated.


11. Feedback. User may provide timely feedback to Ridgewood regarding the functionality of the APIs, which may include bug reports, test results and the reproduction of any discovered issues. User agrees that all feedback provided by User in any form shall be the property of Ridgewood and hereby assigns all rights it may have in the feedback and in all related intellectual property, including but not limited to patents, patent applications, copyrights, mask work rights, trademarks, trade secrets, rights of priority and other proprietary rights that User creates or develops in the process of testing the Custom Report API Documentation to Ridgewood.


12. Availability, Security, and Stability. Notwithstanding anything in this Agreement to the contrary:
    
    a. Ridgewood makes no guarantees with respect to the availability or uptime of the Program or Custom Report services or any other Ridgewood services. Ridgewood may conduct maintenance on or stop providing all or any part of its services or the Program or other Ridgewood services at any time, with or without notice to User. Ridgewood may change the method of access to its services, including the Custom Report services and Program at any time.
    
    b. In the event of degradation or instability of Ridgewood’s systems or an emergency, Ridgewood may, in its sole discretion, temporarily suspend User’s access to the Custom Report services or Program or other Ridgewood services.


13. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL RIDGEWOOD BE LIABLE FOR PERSONAL INJURY OR ANY DIRECT, SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER INCLUDING BUT NOT LIMITED TO ANY LOSS OF PROFIT, REVENUE, SOFTWARE, OR DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO USER’S USE OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE), AND EVEN IF RIDGEWOOD IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT, SHALL RIDGEWOOD’S TOTAL LIABILITY IN ANY MATTER ARISING OUT OF OR RELATED TO THESE TERMS EXCEED US $250.00. THESE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.


14. Exclusion of Warranties. THE CUSTOM REPORT API DOCUMENTATION IS BEING PROVIDED TO USER BY RIDGEWOOD “AS-IS” AND WITHOUT ANY WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RIDGEWOOD DISCLAIMS ALL WARRANTIES EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.


15. Indemnity. User agrees to defend Ridgewood against any and all actions, demands, claims and suits and indemnify and hold Ridgewood harmless from any and all losses, liabilities, damages, costs, and expenses arising out of: (a) any non-compliance by User with this Agreement; (b) use of the Custom Report API Documentation in any manner that is inconsistent with or not expressly permitted by this Agreement; (c) the development, maintenance, use or contents of the User Application, including but not limited to infringement of any third-party proprietary rights; and (c) User’s negligence or willful misconduct, all to the maximum extent permitted by law. In the event Ridgewood seeks defense or indemnification from User under this section, Ridgewood will notify User in writing of the claim(s) brought against Ridgewood for which it seeks defense or indemnification. Ridgewood reserves the right, at its option and sole discretion, to assume full control of the defense of claims with legal counsel of its choice. License may not enter into any third-party agreement, which would, in any manner whatsoever, affect the rights of Ridgewood, constitute an admission of fault by Ridgewood or bind Ridgewood in any manner, without the prior written consent of Ridgewood.


16. Severability. If any provision of this Agreement is illegal, the invalidity of such provision will not affect any of the remaining provisions, and this Agreement will be construed as if the illegal provision is not contained in the License. This Agreement will then be deemed modified to the extent necessary to render enforceable the remaining provisions.


17. No Waiver. Except as otherwise provided in this License, no failure or delay on the part of Ridgewood in exercising any right under this Agreement will operate as a waiver of that right.


18. Export Control Laws. The Custom Report API Documentation and User’s use thereof are subject to U.S. and international laws, restrictions, and regulations that may govern the import, export, and use of the Custom Report API Documentation. User agrees to comply with all the laws, restrictions and regulations.


19. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the parties.


20. Prevailing Party, Applicable Law and Venue. The prevailing party in any action arising out of this Agreement shall be entitled to its reasonable attorneys’ fees and costs. Jurisdiction and venue for any claim or cause of action by User arising under or relating to this Agreement shall be exclusively in the state or federal courts located in the City and County of Denver, Colorado, USA. This Agreement shall be governed and construed in accordance with the laws of the State of Colorado, USA without regard to Colorado’s body of conflict of law provisions. User irrevocably consents to jurisdiction and venue in the City and County of Denver and waives, to the fullest extent permitted by law, any objection that User may have to this selection of venue. User hereby waives trial by jury with respect to any litigation arising out of or related to this Agreement. Nothing in this Agreement prohibits Ridgewood from bringing any action or from exercising its rights under this Agreement in another state or country.


21. Survival. The rights and obligations of User hereunder which by their nature would continue beyond the termination or cancellation of this Agreement (including, without limitation, those relating to use restrictions, indemnification, confidentiality, and limitations of liability) shall survive any expiration or termination of this License.


22. Modification of these Terms and Notice. Ridgewood may amend this Agreement at any time by posting the amended Agreement to the Ridgewood user portal located at https://ridgewood-partners.com/docsapis. Ridgewood may also send User notice of the amended terms via e-mail or mail. Except where stated otherwise, all amended terms will be effective thirty (30) days after they are posted or e-mailed or mailed to User. If any modification is unacceptable to User, User’s only recourse is to terminate this Agreement in accordance with the terms of this Agreement, before the effective date of the amendment(s). User’s continued use of the Custom Report services after the date on which changes take effect will constitute User’s acceptance of such changes. This Agreement may not otherwise be amended except through mutual written agreement (not including e-mail) by User and an officer of Ridgewood who intend to amend this Agreement and are duly authorized to agree to such an amendment. Except as otherwise set forth above in this section, any notice required to be given hereunder shall be in writing and shall be given by delivering the same by hand at or by sending the same by guaranteed overnight courier to the other party’s legal department at the address as that party may have notified to the other pursuant to the provisions of this clause. Any such notice shall be deemed to have been given or received at the time of delivery.


23. Entire Agreement and Assignment. This Agreement contains the entire agreement of the parties as to its subject matter and supersedes any other agreements (written or oral), instruments or writings. Except as specifically permitted in this Agreement, User shall not sell, transfer, assign, delegate, subcontract, license, franchise, or in any manner attempt to extend to any third party this Agreement or any right or obligation under this Agreement (it being understood and agreed that any sale, transfer or assignment of any or all of the equity of User shall be deemed a sale or transfer of this Agreement and require compliance with this this section) without the prior written consent of Ridgewood. This Agreement shall not be deemed to be for the benefit of any third party.