APERTURE Terms of Use

(FOR ONLINE SERVICES)

These Terms of Use are entered into by and between you (“Client,” “you,” or “your”), and MJ Insurance, Inc. dba The MJ Companies and its Affiliates (collectively “MJ”, “we,” “us,” or “Company”). The following terms and conditions, together with any documents which are expressly incorporated herein by reference (collectively, “Terms of Use”), govern your access to and use of MJ’s proprietary web-based platforms, applications and any associated professional services (“Online Service(s)”) that are made available to you in connection with MJ’s performance of insurance broker, risk management, retirement or benefits consulting services; provided however, that, any terms applicable to protected health information (“PHI”) shall be governed by a business associate agreement entered into between you and MJ.

Please read these Terms of Use and our Privacy Policy carefully before you start to use the Online Services.

1. ACCEPTANCE OF THE TERMS

By (i) accessing or using the Online Services, (ii) executing a Client Agreement that incorporates by reference these Terms of Use, or (iii) clicking to accept or agree to the Terms of Use when such option is made available to you, you are agreeing to these Terms of Use and our Privacy Policy. If you do not want to agree to these Terms of Use or Privacy Policy, you must not access or use the Online Services.

The Online Services are only available to Users who are 18 years of age or older, and who reside in the United States or any of its territories or possessions. By using the Online Services, you represent and warrant that you are authorized to enter into a binding contract with MJ. If you do not meet all of these requirements, you must not access or use the Online Services.

The Company is based in the State of Indiana in the United States. The Online Services are intended only for use by persons located in the United States. We make no claims that the Online Services or any Content thereof will be accessible or appropriate outside of the United States.

2. CHANGES TO THE TERMS

    We reserve the right, in our sole discretion, to make changes to these Terms of Use at any time and for any reason. We will alert you to such changes by updating the “Last Updated” date at the bottom of this page, which modifications shall become immediately effective upon their posting. You are expected to periodically visit this page to stay informed of any updates made to the Terms of Use, and your continued use of the Online Services will be deemed as your acceptance of the changes.

    3. DEFINITIONS

      • “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
      • “Aperture” means MJ’s proprietary database, reporting, and information visualization platform made available online by MJ in connection with our performance of services further described in an executed Client Agreement. To be sure, Aperture constitutes an Online Services as contemplated by these Terms of Use.
      • “Claims Data” means insurance claims data (which may include PHI) provided by the Insurer, including electronic data and information submitted directly to MJ by a Client for use with the Online Services.
      • “Client Agreement” means an engagement letter, fee agreement, or other agreement entered into between MJ and the Client which provides compensation for performance of services.
      • “HIPAA” means the Health Insurance Portability and Accountability Act of 1996.
      • “Insurer” means the third party health insurance provider, third party administrator or other provider of Claims Data.
      • “User” means an individual who is authorized by Client to access and use our Online Service in accordance with these Terms of Service.

      4. CONTENT DISCLAIMER

      • Any information contained in any Online Services or extrapolated therefrom is provided for informational purposes only and should not in any way be construed as medical, financial, employment, legal or tax advice. We make no warranty that the content of any Online Services will be accurate, timely, or complete. We make no representations that use of the Online Services will be uninterrupted, error-free, or free from malicious code.
      • We are not licensed health care providers and, as such, do not recommend or endorse any course of treatment, therapy, drug or other health care service. You should consult with your health care provider on matters regarding personal health.

      5. USE OF ONLINE SERVICES

      • Your Responsibilities. Among any and all responsibilities set forth under applicable law, including HIPAA, you will also:
        • Be responsible for your organization’s compliance with these Terms of Service.Ensure that the appropriate business associate agreements, confidentiality or data use agreements are in place with the Insurer and/or other service providers as required by law in order for MJ to receive Claims Data. Comply with the requirements of any business associate agreement, data use or confidentiality agreement with the Insurer relating to the use or disclosure of the Claims Data. Be responsible for the accuracy, quality and legality of Claims Data and the means, authorizations and approvals by which Client acquires, discloses, or uses Claims Data. Use commercially reasonable efforts to prevent unauthorized access to or use of Online Services, and notify MJ if Client becomes aware of any such unauthorized access or use. Use Online Services only in accordance with these Terms of Services, applicable laws and regulations (including HIPAA).Take reasonable steps to prevent any unauthorized access to your passwords or User account relating to the Online Services and you agree to promptly notify MJ if you believe your password/account has been compromised or otherwise needs to be deactivated. Immediately notify MJ if you witness suspicious activity on the Online Services are become aware of a security incident.

      You agree that MJ may immediately terminate Client or User access to any Online Services if we determine in our sole discretion that a violation of this Section 5 has occurred.

      6. PROPRIETARY RIGHTS AND SERVICES

      • Reservation of Rights. Subject to the limited rights expressly granted hereunder, MJ and its licensors reserve all of their respective right, title and interest in and to the Online Services and Content thereof, including all of their related intellectual property rights. The Online Services and Content thereof are licensed, not sold, and Client does not acquire any rights of ownership in the Online Services or Content. No rights are granted to Client hereunder other than as expressly set forth herein.License to Use Online Services. Subject to Terms of Use, MJ grants to Client a personal, non-commercial, non-exclusive, non-transferable, non-sublicensable, revocable, limited license to use the Online Services, including Content thereof, for Client’s internal business purposes only, in the manner described herein. Upon termination or expiration of the Agreement for any reason, Client and its Users must cease all use of the Online Services.License by Client to Host Claims Data and Applications. To the extent applicable, Client grants MJ a worldwide, limited-term license to host, copy, transmit and display Claims Data, as necessary to provide the Online Services in accordance with these Terms of Use. Subject to the limited licenses granted herein, MJ acquires no right, title or interest from Client under this Agreement in or to Claims Data.

      • License by Client to Use Client’s Feedback. Client may from time-to-time provide MJ with comments, suggestions, enhancement requests, recommendations, fixes, corrections, improvements or other feedback relating to the features, functions, and operation of the Online Services (“Feedback”). Feedback is voluntary and MJ is not obligated to hold any Feedback in confidence. To the extent a license is required to make use of any intellectual property in any Feedback, Client grants MJ a worldwide, perpetual, irrevocable, royalty-free license to use such Feedback in connection with MJ’s business, including the enhancement of its Online Services.

      7. DISCLAIMERS OF WARRANTIES

      THE ONLINE SERVICES AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, MJ MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND MJ SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, PERFORMANCE, OR SUITABILITY; ANY WARRANTY RELATING TO ANY THIRD-PARTY PRODUCTS OR THIRD-PARTY SERVICES; ANY WARRANTY WITH RESPECT TO THE PERFORMANCE OF ANY HARDWARE OR SOFTWARE USED IN CONDUCTING THE ONLINE SERVICES; OR ANY WARRANTY CONCERNING THE RESULTS TO BE OBTAINED FROM THE ONLINE SERVICES OR THE RESULTS OF ANY RECOMMENDATION IT MAY MAKE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MJ DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS. WE DO NOT WARRANT THAT THE ONLINE SERVICES MEET CLIENT’S REQUIREMENTS OR THAT THE OPERATION OF THE ONLINE SERVICES WILL BE UNINTERRUPTED OR ERROR- FREE. YOU AGREE THAT WE WILL HAVE NO RESPONSIBILITY (OR LIABILITY) FOR BACKING UP CLAIMS DATA OR ANY INFORMATION THAT CLIENT OR ANY THIRD PARTY PROVIDE TO MJ.

      8. INDEMNIFICATION

      You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or any copyright infringement, misappropriation, misuse, gross negligence, intentional misconduct, or violation of applicable law relating to your use of the Online Services or Content. You may not transfer or assign any rights or obligations hereunder. In any litigation, you will cooperate with us in asserting any available defenses.

      9. LIMITATION OF LIABILITY

      • Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MJ’S LIABILITY WITH RESPECT TO OR ARISING OUT OF OR RELATED TO THIS TERMS OF SERVICE (INCLUDING ANY CLIENT AGREEMENT) WILL NOT EXCEED THE AMOUNT PAID BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT AND SUCH LIMITATION SHALL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

      • Exclusion of Consequential and Related Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS HEREUNDER OR BREACH OF ANY COVENANTS RELATING TO INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
      • THIS SECTION IS NOT INTENDED TO LIMIT OR SUPERSEDE ANY LIABILITY BETWEEN YOU AND MJ UNDER AN EXECUTED BUSINESS ASSOCIATE AGREEMENT.

      10. TERMINATION

      We may, at any time, with or without cause or notice to you, terminate, suspend or block user access to or use of the Online Services. You agree that MJ will not be liable to you or any other party for any termination of user access to the Online Services in accordance with these Terms of Service.

      11. GOVERNING LAW AND JURISDICTION, JURY WAIVER.

      All matters relating to the Online Services and these Terms of Use, and any dispute or claim arising therefrom or related thereto, shall be governed by and construed in accordance with the internal laws of the state of Indiana without giving effect to any choice or conflict of law provision or rule (whether of the State of Indiana or any other jurisdiction).

      Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use shall be instituted exclusively in the federal courts of the United States or the courts of the State of Indiana, in each case located in the City of Carmel and Hamilton County, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

      BOTH PARTIES KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT THE PARTIES MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT.

      12. WAIVER AND SEVERABILITY

      No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

      13. ENTIRE AGREEMENT

      The Terms of Use, Privacy Policy, Client Agreement, and executed Business Associate Agreement constitute the sole and entire agreement between you and MJ regarding the Online Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Online Services. Notwithstanding the foregoing, these Terms of Use do not supersede those conflicting rights and obligations under an executed Client Agreement and Business Associate Agreement between the Parties.

        14. CONTACT US

        For questions regarding these Terms of Use, please contact us at:

        Email us:privacy@themjcos.com
        Write us:The MJ Companies Attn: Legal Department
        571 Monon Blvd., Suite 400  
        Carmel, IN 46032

        EFFECTIVE DATE: September 19, 2024

        LAST UPDATED: September 19, 2024