The End User License Agreement (“EULA”) or (“Agreement”) constitutes an agreement between you and Ritter Insurance Marketing LLC. (“Ritter”), with an address at 2605 Interstate Drive, Harrisburg PA 17110. This EULA governs your use of Software and Services (as specified below). In this Agreement, we use the term “you” or “your” to mean you as an individual or such entity in whose behalf you act, if any, and we use the term “Ritter” or “we” to mean Ritter Insurance Marketing LLC. Ritter and you are referred to herein individually as a Party and collectively as the Parties.
For purposes of this EULA “Software” means all software programs made available by Ritter through https://www.ritterim.com/ or https://medicareful.com/ including, but not limited to the Ritter Platform (https://app.ritterim.com) and Docs.RitterIM.com accessed by means of a browser. Software also includes updates and upgrades as well as other written, files, electronic or online materials or documentation, and any and all copies of such software and its materials.
“Services” means all services made available by Ritter, including but not limited to services accessed by means of a browser or by other online communication method.
Software and Services are collectively referred to as “Ritter Services.”
The software is licensed, not sold. Your use of the software (as specified below) is subject to the terms and conditions set forth in this EULA. By accepting this software user agreement, you are agreeing electronically to the terms of this EULA.
Subject to this EULA and its terms and conditions, Ritter hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited right and license to use the Software. The rights granted herein are subject to your compliance with this EULA. The Software is being licensed to you and you hereby acknowledge that no title or ownership in the Software is being transferred or assigned and this EULA is not to be construed as a sale of any rights in the Software.
Subject to this EULA and its terms and conditions, Ritter hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited right and license to use the Services as provided by Ritter, in the manner permitted by this EULA. The rights granted herein are subject to your compliance with this EULA.
The term of your licenses under this EULA shall commence on the date that you accept this EULA or otherwise use the Software and/or Services and ends on the date of Ritter’s termination of this EULA. Your license terminates immediately if you attempt to circumvent any technical protection measures used in connection with the Software and/or Services or you otherwise use the Software and/or Services in breach of the terms of this EULA.
Ritter retains all right, title, and interest in and to the Ritter Services, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, audiovisual effects, settings, artwork, sound effects, and moral rights whether registered or not and all applications thereof. The Ritter Services are protected by applicable laws. Unless expressly authorized by mandatory legislation, the Ritter Services may not be copied, reproduced or distributed in any manner or medium, in whole or in part, without prior written consent from Ritter. All rights not expressly granted to you herein are reserved by Ritter.
THIRD PARTY SERVICES
Ritter Services may include links to third-party services and/or the third party services may be made available to you via Ritter Services. These services are subject to respective third-party terms and conditions. Please study these third-party terms and conditions carefully as they constitute an agreement between you and the applicable third-party service provider.
GENERAL LICENSE CONDITIONS
You agree not to: (i) commercially exploit the Ritter Services; (ii) distribute, lease, license, sell, rent, lend, convey or otherwise transfer or assign the Ritter Services or any passwords or usernames of Ritter Services, without the express prior written consent of Ritter or as set forth in this EULA; (iii) make the Ritter Services publicly available or available on a network for use by multiple users; (iv) reverse engineer, decompile, disassemble, translate, prepare derivative works based on or otherwise modify the Ritter Services, in whole or in part; (v) remove, obscure or modify any copyright, trademark or other proprietary rights notices, marks or labels contained on or within the Ritter Services, falsify or delete any author attributions, legal notices or other labels of the origin or source of the material; (vi) misrepresent the source of ownership of the Ritter Services; or (vii) scrape, build databases or otherwise create permanent copies of content returned from the Ritter Services.
The Ritter Services may include measures to control access to the Ritter Service, prevent unauthorized access, or otherwise attempt to prevent anyone from exceeding the limited rights and licenses granted under this EULA. Only Ritter Services subject to a valid license can be used to access the Ritter Services. You may not interfere with such access control measures or attempt to disable or circumvent such security features. If you disable or otherwise tamper with the technical protection measures, the Ritter Services will not function properly and Ritter may terminate this EULA as a result.
The Ritter Services requires an internet connection to access the Ritter Services, authenticate the user, or perform other functions. In order for certain features of the Ritter Services to operate properly, you may be required to have and maintain (a) an adequate internet connection and/or (b) appropriate browser. If your internet connection and browser are inadequate, then the Ritter Services or certain features of the Ritter Services may not operate or may cease to function properly, either in whole or in part.
Ritter Services include certain features such as the Clients tool in the Ritter Platform that allows you to manage your customer data, even for business unaffiliated with Ritter. By accessing or using such features, you acknowledge that you are solely responsible for the content of all customer data. You will secure and maintain all rights in customer data necessary for us to provide the applicable Ritter Services to you without violating the rights of any third party or otherwise obligating Ritter to you or to any third party. For any customer data unaffiliated with Ritter and maintained by you via Ritter Services, Ritter does not and will not assume any obligations with respect to customer data or to your use of the Ritter Services other than as expressly set forth in this EULA or as required by applicable law.
The Ritter Services are provided to you “as is,” with all faults, without warranty of any kind, without performance assurances or guarantees of any kind, and your use is at your sole risk. The entire risk of satisfactory quality and performance resides with you. Ritter does not make, and hereby disclaim, any and all express, implied or statutory warranties, including implied warranties of condition, uninterrupted use, satisfactory quality, fitness for a particular purpose, non-infringement of third party rights, and warranties (if any) arising from a course of dealing, usage, or trade practice. Ritter does not warrant against interference with your usage of the Software; that the Ritter Services will meet your requirements; that operation of the Ritter Services will be uninterrupted or error-free, or that the Ritter Services will interoperate or be compatible with any other Ritter Services or that any errors in the Ritter Services will be corrected. No oral or written advice provided by Ritter or any authorized representative shall create a warranty. These disclaimers will apply except to the extent applicable law does not permit them.
LIMITATION OF LIABILITY
In no event will Ritter be liable for special, incidental or consequential damages resulting from access, use or malfunction of the Ritter Services, including but not limited to, damages to property, loss of goodwill, computer failure or malfunction and, to the extent permitted by law, damages for personal injuries, property damage, lost profits or punitive damages from any causes of action arising out of or related to this EULA or the Software, whether arising in tort (including negligence), contract, strict liability or otherwise and whether or not Ritter has been advised of the possibility of such damages.
Because some states/countries may not allow certain limitations of liability, this limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. This limitation of liability shall not be applicable solely to the extent that any specific provision of this limitation of liability is prohibited by any federal, state, or municipal law, which cannot be pre-empted.
Each Party hereto acknowledges that by reason of its relationship with the other party hereunder, it may have access to confidential information and materials concerning the other party’s business, technology, and/or products that is confidential and of substantial value to the other Party, which value could be impaired if such information were disclosed to third parties (“Confidential Information”). Written or other tangible Confidential Information must at the time of disclosure be identified and labeled as Confidential Information belonging to the disclosing Party. When disclosed orally or visually, Confidential Information must be identified as confidential at the time of the disclosure, with subsequent confirmation in writing within fifteen (15) days after disclosure. Each Party agrees that it will not use in any way for its own account or the account of any third party, such Confidential Information, except as authorized under this Agreement, and will protect Confidential Information at least to the same extent as it protects its own Confidential Information and to the same extent that a reasonable person would protect such Confidential Information. Neither Party may use the other Party’s Confidential Information except to perform its duties under this Agreement. The Confidential Information restrictions will not apply to Confidential Information that is (i) already known to the receiving Party, (ii) becomes publicly available through no wrongful act of the receiving Party, (iii) independently developed by the receiving Party without benefit of the disclosing Party’s Confidential Information, (iv) has been rightfully received from a third party not under obligation of confidentiality or (v) is required to be disclosed by law, provided the Party compelled to disclose the Confidential Information provides the Party owning the Confidential Information with prior written notice of disclosure adequate for the owning Party to take reasonable action to prevent such disclosure, where reasonably possible. Unless otherwise agreed to by both Parties, upon termination of this Agreement, each Party will return the other Party’s Confidential Information.
OTHER TERMS AND CONDITIONS
This EULA will terminate automatically if you fail to comply with its terms and conditions. In such event, you must destroy any and all written, files, electronic or online materials or documentation and cease and desist from accessing any Ritter Services.
You hereby agree that if the terms of this EULA are not specifically observed, Ritter will be irreparably damaged, and therefore you agree that Ritter shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to your breach of any of the terms of this EULA, in addition to any other available remedies.
For purposes of this EULA, an “affiliate” of Ritter means any legal entity that is directly or indirectly controlled by Ritter for so long as such control lasts. Control shall exist through direct or indirect ownership of more than 50 percent.
You agree to indemnify, defend and hold Ritter, its affiliates, contractors, officers, employees and agents harmless from and against any and all damages, losses and expenses arising directly or indirectly from: (i) your acts and omissions to act in using the Ritter Services pursuant to the terms of the EULA; or (ii) your breach of this EULA.
Ritter reserves the right, at its discretion, to change, modify, add or remove portions of this EULA by posting the updated EULA on Ritter’s website. You will be deemed to have accepted such changes by continuing to use the Ritter Services. If any provision of this EULA is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions of this EULA shall not be affected.
GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement will be governed by and construed in accordance with the substantive laws in force in the State of Pennsylvania. Any action to enforce this agreement must be brought in the State of Pennsylvania. This choice of jurisdiction does not prevent either party from seeking injunctive relief in any appropriate jurisdiction with respect to violation of intellectual property rights. Any dispute, controversy or claim arising out of or relating to this EULA or the breach, termination or validity thereof shall be finally settled at Ritter discretion.