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Redbridge Reinsurance Managers, LLC, along with its subsidiaries and affiliates (“Redbridge”), provides access to the Redbridge Electronic Manual (REM) under the following terms and conditions. By accessing and/or using REM, you (“User”) accept all terms and conditions.
Laws and Regulations: Access to and use of REM is subject to all applicable laws and regulations. User agrees not to access or use REM in any way that violates these rules and regulations.
Copyright and Trademarks: User may not use the trademarks, logos or service marks of Redbridge without the prior, written consent of Redbridge.
Access: Subject to the terms and conditions of this Agreement, Redbridge shall allow User controlled access to specific areas of its proprietary, web-based reinsurance electronic manual (REM) to conduct activities related to its insurance or reinsurance risk. These activities include, but are not limited to underwriting guidelines and rating, Rx and laboratory references, anatomy and physiology information, NAICS codes, as well as any periodic updates to any portion or new portion of the REM system.
Confidential and Proprietary Information: User understands and acknowledges that all information, data and documentation accessed by User on REM is considered confidential and/or proprietary (“Confidential Information”). Confidential Information includes, but is not limited to, programs, applications, database files, and any other data, documentation or material in REM.
Redbridge shall retain full and exclusive ownership and all rights over its proprietary information and over its trade secrets, copyrights, trademarks, and patents.
User, its officers, directors and employees shall at all times preserve the confidentiality of all Confidential Information and/or the proprietary system and shall not at any time, in any manner or form, directly or indirectly, print, copy, disclose, duplicate, download, license, sell, reveal, divulge, transfer, publish, or communicate in whole or in part, any such Confidential Information and/or the proprietary system to any third party, except as may be provided herein.
Tampering: User agrees not to modify, move, add to, delete or otherwise tamper with the information contained in REM. User also agrees not to decompile, reverse engineer, disassemble, or unlawfully use or reproduce any of the software or other proprietary material contained in REM.
Limited Use: User agrees to access and use REM only to perform the activities contemplated herein related to its insurance or reinsurance risk and it shall not, under any circumstances, access or use REM, or the Confidential Information, for any other purpose. User agrees that access to REM within its organization will be limited to those who have a legitimate business need to access the information in REM.
No Third Party Access: User agrees that it will not allow third parties to access or use REM without the prior written consent of Redbridge. A third party is anyone, in any capacity, who has not been assigned a personal login - user identification and password - by Redbridge.
No Warranties: Information and documents provided on REM are provided without any warranty of any kind, either express or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose and non-infringement. Redbridge does not make any warranties or representations as to the accuracy or completeness of any information on REM. Redbridge, from time to time, may add, change or delete information and documents on REM without prior notice. Redbridge assumes no responsibility or liability for errors or omissions on REM.
Limitation of Liability: Under no circumstances shall Redbridge be liable for any damages suffered by a User, including any incidental, special or consequential damages, that result from access, use or inability to use REM, or due to any breach of security associated with the transmission of information through the internet, even if Redbridge was advised of the possibility of such damages.
Security: The security of information transmitted through the internet cannot be guaranteed. Redbridge is not responsible for any interception or interruption of any communications through the internet or for changes to or losses of data. User is responsible for the security of any passwords, user id or other form of authentication. As soon as reasonably possible, User will notify Redbridge of any change in circumstances that would affect User’s access to REM under the terms of this Agreement.
Access to password protected areas: Access to and uses of password protected areas of REM are restricted to authorized users only. Unauthorized access to such areas is prohibited.
Indemnification: User agrees to indemnify and hold Redbridge harmless from damages and expenses (including attorneys’ fees) incurred by Redbridge as a result of the negligence, gross negligence, bad faith, dishonesty or criminal conduct of User, its employees, officers or directors in the use of the Confidential Information; as a result of User disclosing Confidential Information to any third party; or as a result of User providing access to the Confidential Information to an individual without a legitimate business need to access the Confidential Information.
Redbridge reserves the right to immediately terminate User’s access to REM upon notice of breach of the terms of this agreement. Further, Redbridge reserves the right to terminate User’s access to REM at any time when, in its sole discretion, it determines this is necessary to protect the confidentiality of the Confidential Information.
Remedies: Both parties acknowledge that any unauthorized disclosure or use of Confidential Information may cause Redbridge irreparable injury or loss. Accordingly, should User fail to comply with the confidentiality provisions of this Agreement, Redbridge may seek specific performance including immediate issuance of a temporary restraining order or preliminary injunction enforcing this Agreement, and obtain judgment for damages (including Attorney’s fees) caused by the breach and seek any and all other remedies provided by applicable law.