Texas Mutual® Online Services Agreement

This Texas Mutual® Online Services Agreement (“Agreement”) allows access to select electronic records of Texas Mutual Insurance Company (“the Company”) by an authorized User. An authorized User includes a Company policyholder, insurance agent, or an individual designated in writing by the policyholder or agent (collectively, the “User”.) Texas Mutual® online services provide the User with access to policy management information and allows the User to submit certain information to the Company including payments. This Agreement is binding on the authorized User who has access to Texas Mutual® online services. The Company provides access to policy management information and services only to an authorized User to service and administer workers’ compensation insurance policies, and for no other purpose. Unauthorized access is strictly prohibited. The User agrees as follows:

1. CONFIDENTIALITY, RESTRICTED USE OF DATA
   1. PROPRIETARY AND CONFIDENTIAL DATA: The Company's electronic records contain information that is proprietary and confidential to the Company, the User, and others. By executing this Agreement, the User acknowledges that: (a) information in the Company's electronic records is confidential, (b) disclosure of confidential information is prohibited, (c) disclosure of confidential information will result in irreparable harm to the Company, and may result in legal liability to the User, and (d) the User will maintain the confidentiality of the records, use them for the limited purpose of policy management services, and comply with the terms set forth in this Agreement.
   2. USER RESPONSIBILITY FOR MAINTAINING CONFIDENTIALITY: The User agrees that the User is solely responsible for maintaining the confidentiality of Texas Mutual® policy management information and that disclosure is prohibited, except as provided herein. The User must handle such information with the same degree of care with which it would treat its own confidential information and must use reasonable efforts to safeguard the information from unauthorized disclosure.
   3. LIMITED USE OF RECORDS: The User must use the information only for policy management and may not use electronic records and information for any other purpose. No part of Texas Mutual® online services content, form or document may be reproduced in any form or used in any data retrieval system other than for the User's limited business use defined herein (but not for sale or distribution).
   4. LIMITED DISCLOSURE ALLOWED; INDEMNITY FOR DISCLOSURE: Disclosure is prohibited, except to those individuals employed at the policyholder or insurance agent who are directly involved in policy management with a business need to know the information. However, before disclosing information to such recipient, the User must inform him or her that: (a) the information is confidential, and (b) disclosure and use of the information is restricted as set forth in this Agreement and under the law. If Texas Mutual® policy management information is disclosed, then the User is solely responsible for any damages arising out of the disclosure and will fully indemnify the Company and hold it harmless for such damages. This provision will survive the termination of this Agreement.
   5. EXCEPTIONS TO CONFIDENTIALITY: There is no requirement to maintain the confidentiality of information that was known to the User before accessing the Company's electronic records; that was publicly available at the time it was accessed by or transmitted to the User; that was properly provided to the User by a third party without restriction; that the User developed independently; or that is required to be disclosed by law. However, if the User is legally required to disclose confidential information, it will promptly notify the Company and permit the Company to seek an appropriate protective order at the Company's expense.
2. USER ID
   1. USER ID: The User is solely responsible for protecting the privacy of its User ID, as well as maintaining the confidentiality of any information obtained using Texas Mutual® online services. The User will not disclose its User ID to anyone else. The User agrees to hold the Company harmless should disclosure of confidential information occur. The Company has no liability whatsoever for the protection of the privacy of your User ID and will not be liable for damages with regard to the privacy of your User ID.
   2. NO RIGHT TO TRANSFER USER ID: The User's right to access and use Texas Mutual® online services provided herein is not transferable and is subject to any limits established by the Company.
   3. DUTY TO NOTIFY IF NO LONGER REQUIRE ACCESS: The User must notify the Company immediately in writing if the User is no longer entitled to access to Texas Mutual® online services and request that the Company deactivate the User ID. Periodically, the policyholder or insurance agent must review and verify listings of all persons who are authorized to have access and notify the Company immediately in writing of any changes.
   4. SELF-ADMINISTRATION: For an agency that self-administers its Texas Mutual online accounts, the agency is solely responsible for maintaining the confidentiality of, and controlling its use of, all of their agency's User IDs and passwords. The Company disclaims any liability for claims, damages or losses caused by 1)uncontrolled access to Texas Mutual online services with a User ID issued by the agency or 2)the negligence or intentional misconduct of the agency's designated administrator(s).
3. WAIVER OF LIABILITY AND RELATED ISSUES
   1. NO WARRANTIES: Texas Mutual® online services and their contents are provided "as-is" and "as available," and the Company disclaims all warranties, expressed or implied, (including the disclaimer of any implied warranty of fitness for a particular purpose). Texas Mutual® online services may contain bugs, errors or problems or other limitations. The Company assumes no liability or responsibility for any errors omissions in the content contained in Texas Mutual® online services. The Company specifically disclaims any liability with respect to Texas Mutual® online services and their contents.
   2. NO LIABILITY FOR VIRUSES: The Company disclaims all responsibility or liability for damages caused by viruses contained in Texas Mutual® online services electronic files or at the site.
   3. WAIVER OF LIABILITY: The Company is not liable to the User for any claims, damages, costs, expenses or loss of any kind that may be made or incurred by the User as a result of or arising out of the User's use of Texas Mutual® online services or the disclosure of information obtained through access to the Company's electronic records. The User expressly waives all such claims it may have against the Company.
   4. GENERAL INDEMNITY: The User must defend, indemnify, and hold the Company, its agents and employees, harmless as to all claims, damages, costs, expenses or loss of any kind, including defense costs that may be alleged against or incurred by the Company as a result of or arising out of this Agreement and the use by either party of information obtained under this Agreement to the extent due to the acts or omissions of the User. This paragraph applies to all such damages, costs, expenses or loss as described except to the extent for liability is determined to be the direct consequence of negligence or willful misconduct of the Company. This provision will survive the termination of this Agreement.
4. OTHER TERMS OF USE
   1. DISCRETIONARY SERVICE: Texas Mutual® online services are currently a free service provided by the Company to existing policyholders and insurance agents in its sole discretion. The Company is under no obligation to provide access to Texas Mutual® online services and may terminate or limit access to Texas Mutual® online services at any time for any reason.
   2. BUSINESS RELATIONSHIP: As a policyholder or agent (or individual acting on their behalf), the User of Texas Mutual® online services has an established business relationship with the Company. The Company may send the User e-mail correspondence during the term of this Agreement and for a period of time after this Agreement ends to facilitate our business relationship.
   3. CONTENTS SUBJECT TO CHANGE: The contents of Texas Mutual® online services are subject to change without notice.
   4. RIGHT TO REVOKE/MONITOR ACTIVITIES: The Company retains the right to revoke access to Texas Mutual® online services at any time for any reason. The Company may monitor Users' access to Texas Mutual® online services. The User expressly consents to any monitoring by accessing Texas Mutual® online services.
   5. JURISDICTION: Texas Mutual® online services are controlled by the Company from its offices within Austin, Texas, United States of America. By accessing Texas Mutual® online services the User agrees that the statutes and laws of the State of Texas (and no other state or country), will apply to all matters related to use of Texas Mutual® online services. The User also agrees and hereby submits to the exclusive personal jurisdiction and venue of the District Court for Travis County, Texas, and the United States District Court of the Western District of Texas for all such matters.
   6. COMPLIANCE WITH LAWS: The User will comply with all applicable state, federal, and local laws in the performance of this Agreement and its use of Texas Mutual® policy management information.
   7. SEVERABILITY: If a court of competent jurisdiction holds that a provision of this Agreement is invalid, illegal, or unenforceable, such holding will not affect or impair the validity, legality, or enforceability of the remaining provisions of the Agreement.
   8. WAIVER: The failure of either party to insist, in one or more instances, upon the performance of any of the terms or to exercise a right is not a waiver of the term or right. Rather, the obligation of the parties with respect to future performance will continue in full force and effect.
   9. EFFECTIVE DATE AND TERMINATION: This Agreement is effective on the date the User agrees to the terms by marking "I accept" below. This Agreement will remain in full force and effect until the User or the Company terminates it by written notice. Notice is effective upon receipt. Appropriate delivery includes hand delivery, e-mail, facsimile, first class or certified mail.
   10. BINDING AUTHORITY: By agreeing to these terms, the signatory warrants that he or she is a Company policyholder or an insurance agent (or an employee of a Company policyholder or insurance agent), has the authority to bind the agency or policyholder to the terms of this Agreement, and will abide by the terms herein.