This Merchant Agreement (the "Agreement") is between Cornerstone Technology Systems, LLC, an Ohio limited liability company doing business as Ridge POS ("Ridge," "we," "us"), and the business identified in the Ridge account ("Merchant," "you"). It governs your use of the Ridge point-of-sale software, mobile applications, website and related services (the "Service"). The Card Pricing Program Addendum, Payment Services Addendum, Acceptable Use Policy, Customer Data & Marketing Addendum, Authorizations & Consents and Subscription Billing & Cancellation Policy (together, the "Addenda") are part of this Agreement. If an Addendum conflicts with this Agreement, the Addendum controls for its subject.
1. Acceptance and authority
1.1 You accept this Agreement by checking the acceptance box during setup, typing your name, or using the Service. The person accepting represents that they are at least 18 years old and have authority to bind Merchant.
1.2 Merchant must be a business located in a state where Ridge is offered (at the Effective Date, Ohio) and must not be a Prohibited Business under the Acceptable Use Policy.
2. Definitions
"Card Price" and "Cash Price" have the meanings in the Card Pricing Program Addendum. "Customer" means a person who buys from Merchant. "Customer Data" means information about Customers that Merchant collects or stores through the Service. "Plan" means the subscription tier selected in your account. "Staff" means Merchant's employees and contractors you authorize to use the Service. "Stripe" means Stripe, Inc. and its affiliates.
3. The Service
3.1 What we provide. A point-of-sale application for iPhone, iPad and Android devices; a web dashboard; business modes (Restaurant, Food Truck, Retail, Service, Custom); catalog, inventory, orders, customers, staff, reporting and marketing tools; and payment acceptance through Stripe under the Payment Services Addendum.
3.2 Your account. You are responsible for everything done under your account and Staff accounts, for keeping passwords and PINs confidential, and for removing Staff who leave. Tell us promptly at legal@ridgeapp.app if you suspect unauthorized use.
3.3 Devices. You supply the phones and tablets. The Service requires compatible devices and current operating systems, which we publish at ridgeapp.app/requirements and may update. Contactless card acceptance requires a compatible iPhone or Android phone and an internet connection; it does not work offline.
3.4 Changes. We improve the Service continuously and may add, change or retire features. We will give at least 30 days' notice before retiring a feature that materially reduces the Service's core functions.
3.5 Availability. We aim for continuous availability but do not guarantee it. Keep a backup way to record sales during an outage.
4. Plans and fees
4.1 Subscription. You pay the monthly Plan fee shown at ridgeapp.app/pricing when you subscribe, billed monthly in advance to the payment method on file under the Authorizations & Consents.
4.2 Plan sizing. Plans are sized by Merchant's average monthly gross sales processed through the Service across all locations, measured over the trailing three calendar months. If your average moves into another Plan's range for three consecutive months, we will notify you at least 30 days before your Plan changes. There are no overage charges and no mid-month changes.
4.3 Add-ons. Optional add-ons are priced at ridgeapp.app/pricing, may be turned on or off at any time, and are charged pro rata for the month.
4.4 No processing fees. Ridge does not charge Merchant a per-transaction processing fee, percentage fee or per-device fee for card acceptance. Ridge is compensated through the Card Pricing Program Addendum.
4.5 Changes to fees. We may change Plan or add-on prices with at least 60 days' notice. Your continued use after the effective date is acceptance; you may cancel before then without penalty.
4.6 Taxes on fees. Fees exclude sales, use and similar taxes, which we add where required.
4.7 Late payment. If a payment fails, we will retry and notify you. If fees remain unpaid 10 days after the due date, we may suspend the Service until paid.
5. Payment processing
Payment processing is provided by Stripe under the Payment Services Addendum, which includes Stripe's Connected Account Agreement. Merchant is the merchant of record for its sales. Merchant is responsible for refunds, chargebacks and disputes as set out in that Addendum.
6. Card pricing
Merchant participates in the Card Pricing Program described in the Card Pricing Program Addendum. In short: prices shown in the Service are Card Prices; Customers paying cash receive the Cash Discount; Merchant receives the Cash Price on every sale; and Ridge retains the difference on card sales as its compensation.
7. Merchant responsibilities
7.1 Lawful business. Operate lawfully, hold required licenses, and sell only goods and services permitted by the Acceptable Use Policy.
7.2 Accurate information. Keep your business, owner, contact and bank information accurate and current. Tell us within 10 days of a change in ownership, legal name, business type or the goods and services you sell.
7.3 Taxes. You are responsible for configuring tax rates in the Service, collecting and remitting sales and other taxes, and all tax filings. Ridge does not give tax advice. Stripe issues IRS Form 1099-K for your account where required.
7.4 Tips. Tips collected through the Service belong to your Staff under applicable law. You are responsible for distributing them and for tip reporting.
7.5 Gift cards. Gift cards sold through the Service are issued by Merchant, not Ridge. You are responsible for honoring them, for expiration and fee rules under federal and state law, and for any unclaimed-property obligations.
7.6 Refund and return policy. Post your refund, return and cancellation policies where Customers can see them before buying, and honor them.
7.7 Receipts. Provide a receipt for each sale when the Customer asks. Receipts generated by the Service show the Card Price, any Cash Discount, tax and total; do not alter them.
7.8 Staff. You are responsible for Staff's use of the Service and their compliance with this Agreement.
7.9 Security. Keep devices passcode-locked and updated, do not share logins, and do not record or store card numbers anywhere outside the Service.
8. Data
8.1 Your data. Merchant owns its catalog, sales records and Customer Data. You grant Ridge a license to host, process, display and transmit them to provide the Service, to comply with law, and as permitted by the Customer Data & Marketing Addendum.
8.2 Ridge's use. Ridge may use data from the Service in aggregated or de-identified form that does not identify Merchant or any Customer, for benchmarking, product improvement, fraud prevention and reporting.
8.3 Export. You may export your catalog, sales, customers and reports at any time from the dashboard.
9. Intellectual property
9.1 Ridge and its licensors own the Service, including software, designs, trademarks and documentation. We grant Merchant a limited, non-exclusive, non-transferable license to use the Service for Merchant's business during the term.
9.2 You will not copy, modify, reverse engineer, resell or build a competing product from the Service, or remove notices.
9.3 Your content. You own your logo, product photos and text and grant Ridge a license to display them in the Service, on receipts and in your online ordering page.
9.4 Feedback. Suggestions you give us may be used without obligation to you.
10. Third-party services
The Service relies on third parties, including Stripe (payments), Apple and Google (devices, app distribution and Tap to Pay), Microsoft Azure (hosting), and messaging providers (receipts and marketing). Their terms apply to your use of their services, including Apple's Tap to Pay on iPhone terms, which Apple presents on your device. Ridge is not responsible for third-party services, and their outages are not Ridge's breach.
11. Confidentiality
Each party will keep the other's non-public business information confidential and use it only under this Agreement, except as required by law. Ridge's confidential information includes the Service's non-public features and pricing offered to you individually. Merchant's confidential information includes its sales data and Customer Data. This section does not restrict Ridge's uses permitted in Section 8.
12. Term, suspension and termination
12.1 Term. This Agreement starts when you accept it and continues month to month until terminated.
12.2 Termination by you. Cancel at any time from Settings. You may end your subscription immediately with a prorated refund of the unused portion of the current month, or at the end of the current billing month with no refund, as set out in the Subscription Billing & Cancellation Policy.
12.3 Termination by Ridge. We may terminate for convenience on 30 days' notice, with a prorated refund of prepaid fees under the Subscription Billing & Cancellation Policy. We may suspend or terminate immediately if you breach this Agreement or an Addendum, if Stripe closes or restricts your connected account, if we reasonably believe your use creates legal, fraud or reputational risk, or if fees are 30 days past due.
12.4 Effect. On termination: your license ends; Staff access ends; we will keep your data available for export for 90 days, after which we may delete it except as we must retain it by law or for disputes; final payouts, refunds, chargebacks and reserves are handled under the Payment Services Addendum; and Sections 7.3–7.5, 8.2, 9, 11, 12.4 and 13–17 survive.
13. Disclaimers
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, RIDGE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. RIDGE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT ANY PAYMENT WILL BE AUTHORIZED, OR THAT REPORTS OR TAX CALCULATIONS ARE ACCURATE OR SUFFICIENT FOR YOUR OBLIGATIONS. RIDGE DOES NOT PROVIDE LEGAL, TAX OR ACCOUNTING ADVICE.
14. Limitation of liability
14.1 TO THE FULLEST EXTENT PERMITTED BY LAW, RIDGE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL, EVEN IF ADVISED OF THEIR POSSIBILITY.
14.2 RIDGE'S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT IN ANY 12-MONTH PERIOD WILL NOT EXCEED THE FEES MERCHANT PAID RIDGE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
14.3 These limits do not apply to a party's indemnification obligations, to a party's gross negligence or willful misconduct, or where the law does not allow them.
15. Indemnification
15.1 By Merchant. You will defend, indemnify and hold harmless Ridge and its members, officers, employees and agents from third-party claims, losses and expenses (including reasonable attorneys' fees) arising from: your goods and services; your breach of this Agreement, an Addendum or law; chargebacks, refunds and disputes; your taxes, tips, gift cards or marketing; your Customer Data or Staff; or your negligence or misconduct.
15.2 By Ridge. Ridge will defend and indemnify Merchant against third-party claims that the Service, used as permitted, infringes a U.S. patent, copyright or trademark, except claims arising from your content, your modifications or combination with other products. Ridge may modify or replace the Service, or terminate and refund prepaid fees, to resolve such a claim.
15.3 Process. The indemnified party will give prompt notice, allow the indemnifying party to control the defense, and cooperate reasonably.
16. Dispute resolution
16.1 Talk first. Before filing any claim, the complaining party will send written notice describing the dispute, and the parties will try in good faith to resolve it within 30 days.
16.2 Arbitration. Any dispute not resolved under 16.1 will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, by one arbitrator, in Pickaway County, Ohio, or by video. The Federal Arbitration Act governs this section. Judgment on the award may be entered in any court with jurisdiction.
16.3 No class actions. Claims may be brought only in a party's individual capacity, not as a plaintiff or class member in any class, consolidated or representative proceeding.
16.4 Exceptions. Either party may bring an individual claim in small claims court, or seek injunctive relief in court to protect intellectual property or confidential information.
16.5 Opt-out. You may opt out of 16.2 and 16.3 by emailing legal@ridgeapp.app with your business name within 30 days of first accepting this Agreement. Opting out does not affect any other term.
16.6 Governing law and venue. Ohio law governs, without regard to conflict-of-laws rules. For matters not subject to arbitration, the state courts in Pickaway County, Ohio, and the United States District Court for the Southern District of Ohio, Eastern Division, have exclusive jurisdiction, and each party consents to them.
17. General
17.1 Changes to this Agreement. We may update this Agreement and the Addenda. For material changes we will give at least 30 days' notice by email or in the Service; continued use after the effective date is acceptance. Changes required by law, Stripe or the card networks may take effect sooner.
17.2 Notices. To Merchant: the email address on the account. To Ridge: legal@ridgeapp.app, and for legal process, Cornerstone Technology Systems, LLC, 5008 Farmhouse Road, South Bloomfield, OH 43103.
17.3 Assignment. You may not assign this Agreement without our written consent. Ridge may assign it to an affiliate or a successor to its business.
17.4 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except payment obligations.
17.5 Relationship. The parties are independent contractors. Nothing creates a partnership, agency or employment relationship.
17.6 Entire agreement; severability; waiver. This Agreement and the Addenda are the entire agreement on their subject and supersede prior agreements. If a provision is unenforceable, the rest remains in effect. A failure to enforce is not a waiver.
17.7 Electronic records. This Agreement and all notices may be made and kept electronically under the Authorizations & Consents.
17.8 Contact. Questions: support@ridgeapp.app.