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Ritter & Associates Loss Prevention Terms & Conditions
 

RitterAssociates Loss Prevention
Terms of Use Agreement Governing Use of the RitterAssociates Loss Prevention Hosted Service

IMPORTANT — READ CAREFULLY: This Terms of Use Agreement ("Agreement") is a legal agreement between RitterAssociates Loss Prevention ("Company") and the person accessing the Hosted Service ("you"), and governs your use of the Hosted Service.

You have been invited to access and use the Hosted Service by Company or its representative. By accessing or otherwise using the Hosted Service (including any portion of the Hosted Service) or any of the data from the Hosted Service, you represent that: (a) you are either (i) a researcher providing information to Company in connection with a background check (or an employee or agent of, or consultant to, such a researcher who is authorized to accept these terms on behalf of that researcher, in which event "you" and "your" will refer to you and such researcher); or (ii) a customer purchasing background check services from Company (or an employee or agent of, or consultant to, such a customer who is authorized to accept these terms on behalf of that customer, in which event "you" and "your" will refer to you and such customer), and (b) you intend to be personally bound by the terms of this Agreement. If you are not so authorized or do not intend to be personally bound, Company is unwilling to provide you with access to the Hosted Service, and the access or use of the Hosted Service is a violation of U.S. and international copyright laws and conventions.

1. Defined Terms

“Hosted Service” means the provision of access over the Internet to the Company Intellectual Property for your Authorized Use.

“Authorized Use” means that you may access or use the Hosted Service only as follows: (a) if you are a researcher to Company, you may access and use the Hosted Service to provide information to Company in connection with a background check; and (b) if you are a customer of Company, you may access and use the Hosted Service to order and purchase background check services from Company.

“Company Intellectual Property” means the background check software as well as other software (including application logic (in source or object code form), databases, and user interfaces), integrations, and embedded business processes, which are used to provide the Hosted Service, whether owned by Company or licensed to Company by third party licensors, developers or other suppliers (collectively, “Suppliers”). Company Intellectual Property includes any modifications, error corrections, updates, enhancements, and upgrades to the Company Intellectual Property; any HTML code and/or Java applet(s) generated by or included in the Hosted Service; the Company’s website through which the Hosted Service is accessed; content included on the Company’s website and any information generated by or collected through use of the Hosted Service; and any associated media, training materials, printed materials, and online or electronic documentation.

2. Access and Use License to the Hosted Service

You may access and use the Hosted Service only for your Authorized Use. The extent to which you can access the Hosted Service is determined by Company and is further limited as specified in the Hosted Service user documentation contained in the “Online Help” screen. You may not use, distribute, display, transmit, reproduce or otherwise exploit any of the Hosted Service, or its contents, for any other purpose.

3. Ownership of Intellectual Property

The Hosted Service contains confidential trade secret information of Company and its Suppliers. Company (and its Suppliers) retains all right, title and ownership of the Hosted Service, including the Company Intellectual Property, and any and all proprietary rights (including patent rights, copyrights, trade secrets, trademarks, trade names, service marks, designs or design marks or proprietary inventions, designs, information, sequence, structure, organization, and functionality) with respect to all of the foregoing. Nothing in this Agreement is intended to convey any rights therein to you, other than the right to use the Hosted Service in the manner and to the extent permitted in this Agreement.

4. Passwords

Upon your registration, Company will provide you with (or you will select) a login ID and unique password to access the Hosted Service. You agree to (a) provide true, complete, accurate and current data, as requested in the registration process (and maintain and update such data); (b) prevent unauthorized access or use by you or others by using your password; (c) promptly report any unauthorized use or disclosure of your password or other breach of any Hosted Service security; and (d) not assign or transfer (or attempt to do the same) any rights granted to you under this Agreement. Company reserves the right to suspend, or to refuse any further, access or use of the Hosted Service if Company learns or reasonably suspects that your registration information is false or inaccurate, if you refuse to provide complete and updated registration information, or if you misuse or permit another to use your login ID or password who is not authorized to do so or for any other breach of security. You acknowledge and agree that you (and not Company) are responsible for maintaining the confidentiality of the password and that you (and not Company) are liable for any harm that may result from disclosing (or allowing the disclosure of) your password or other breach of this Agreement.

5. Prohibited Actions

As a condition to your Authorized Use of the Hosted Service, you must use the Hosted Service for lawful purposes only and only as expressly permitted in this Agreement. You agree to not do any of the following, in any manner whatsoever, alone or through any other person or entity, and your compliance is something that Company, in its sole and absolute discretion, will determine:

(a) Restrict or inhibit any authorized users from accessing or using the Hosted Service;

(b) Transmit to or introduce at the Hosted Service any viruses intended to damage, interfere with, disrupt, intercept or expropriate the Hosted Service ("Viruses"), or otherwise implement or engage in on-line activities, attacks or actions in a manner that have a disruptive or detrimental effect ("System Attacks");

(c) Use the Hosted Service for any purposes that are unlawful or illegal under any law, regulation or legal requirement or that could give rise to civil or criminal liability or actions against Company (or its Suppliers), you or any other third party;

(d) Transmit, access or communicate any data that you do not have a right to transmit under any law or under contractual or fiduciary revisions (such as proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements); or

(e) Post, submit, upload, e-mail or otherwise transmit any content, material or other thing at, to or through the Hosted Service that infringes or violates the rights of others, including without limitation, copyright, trademark, trade secret or other intellectual property and proprietary rights, privacy or publicity rights.

6. Other Restrictions and Limitations Applicable to Your Use of the Hosted Service

(a) Confidentiality. The Hosted Service is confidential and proprietary to Company (and its Suppliers). You agree that, unless you have the express written consent of Company, you will not disclose, transfer or otherwise provide to any third party all or any part of such Hosted Service except as authorized by this Agreement.

(b) Limitations on Reverse Engineering, Decompilation and Disassembly. You may not reverse engineer, decompile, or disassemble the Company Intellectual Property, including any other technology utilized to provide the Hosted Service.

(c) No copies or modifications. You may not modify, publish, participate in the transfer or sale of, or create new works from any of the Hosted Service, in whole or in part.

(d) Rental. You may not rent or lease any of the Hosted Service.

(e) Proprietary Notices. You may not remove any copyright, trademark or other proprietary notices from the Hosted Service or any content or information generated from it.

7. Termination

Your access to and use of the Hosted Service may be terminated, limited, denied or disabled at any time, without the necessity of Company sending you notice or otherwise advising you of your loss of rights, if you use the Hosted Service in a way that is not authorized or if you otherwise violate any of the terms, conditions or restrictions stated in this Agreement. Accordingly, you may or may not be able to recover information stored on the Hosted Service. Termination or cancellation of this Agreement will not affect any right or relief to which Company or its Suppliers may be entitled, at law or in equity. Upon termination of this Agreement, all rights to use the Hosted Service will terminate.

8. Disclaimer of Warranty.

The Hosted Service is provided "AS IS," without warranty of any kind. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS OF QUALITY, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE HOSTED SERVICE, AND ACCESS TO THE HOSTED SERVICE. COMPANY DOES NOT WARRANT THAT THE OPERATION OF OR ACCESS TO THE HOSTED SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. YOUR ACTUAL RIGHTS MAY VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.

9. Indemnification

You agree to indemnify, defend, and hold harmless Company and its Suppliers from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary, and indirect damages), and reasonable attorneys’ fees, resulting from or arising out of (a) use or misuse of the Hosted Service by you or any other person who accesses the Hosted Service using your login ID or password; (b) any violation of this Agreement; or (c) any violation of any rights of a third party.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE HOSTED SERVICE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL COMPANY’S ENTIRE LIABILITY UNDER THIS AGREEMENT, FOR ANY AND ALL CAUSES OF ACTION, REGARDLESS OF LEGAL THEORY, EXCEED $100.00 (ONE HUNDRED DOLLARS).

11. Claims Regarding Your Use of The Hosted Service

This Agreement is governed by and is to be construed under the laws of the State of Texas. The sole jurisdiction and venue for any litigation arising out of this agreement will be an appropriate state or federal court in Travis County, Texas. You hereby consent to personal jurisdiction in such courts. The United Nations Convention on Contracts for the International Sale of Goods will not apply. If Company brings a lawsuit, claim or other proceeding against you to enforce this Agreement or brings you into one in connection with enforcement of this Agreement, Company will be entitled to recover from you (and you agree to pay), in addition to all damages that may be awarded, reasonable and necessary attorney's fees and any costs of litigation. If any provision of this Agreement is found to be unlawful or unenforceable in any respect, the court will reform such provision so as to render it enforceable (or, if it is not possible to reform such provision so as to make it enforceable, then delete such provision) and, as so reformed or modified, fully enforce this Agreement.

12. Entire Agreement; Changes to this Agreement
The terms of this Agreement constitute the entire and exclusive agreement between you and Company regarding the Hosted Service and its use, and supersede all other agreements, understandings and communications regarding the subject matter of this Agreement, if any, both oral or written, whether made prior or subsequently to or contemporaneously with your use of the Hosted Service. Company retains the right to modify the terms or conditions of this Agreement at any time without notice or warning. You are bound to all changes Company may make to these terms and, therefore, should periodically revisit these terms and review them to make sure you comply with all changes. Otherwise, this Agreement may not be superseded or modified except in a writing signed by an authorized representative of Company. If at any time you cannot comply with any of the terms and conditions of this Agreement, then you should terminate and discontinue all access to and use of the Hosted Service.
If you have any questions concerning this Agreement, please contact Company by emailing: RitterAssociates Loss Prevention, accounting@ritterassociateslp.com.

To accept the terms of this Agreement, proceed with the log in process.

 

 
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Copyright 2008. Ritter & Associates Loss Prevention