Terms and Conditions
By maintaining an end user account on ITM TwentyFirst, LLC's ("service provider" or
"ITM TwentyFirst") website, you hereby acknowledge that you have read, understand and
agree to be bound by these terms and conditions. The term "you" refers to the authorized individual
that is specified in the registration information associated with the end user's account. For a business
entity client of service provider, the end user is the client company for which the end user account is
maintained. For a client company user account, you hereby certify that you have requisite authority
to agree to these terms and conditions on behalf of the client company for which you are an authorized
System Access through User Account.
Business entity and other clients of Service Provider (as applicable) (each, an
"End User") that desire to access Service Provider's websites must
maintain an account ("End User Account") on Service Provider's
websites (www.itm21st.com or connect.itm21st.com) and any application interface
(API) (api.itm21st.com) (collectively, "Electronic System").
Service Provider will not permit a user to obtain an End User Account to access
the Electronic System unless all required fields (including but not limited to
name, address, phone number, contact name, and email address) are provided to the
Service Provider as required during the registration process. End User shall identify
an individual to be the administrator on the End User Account ("Administrator")
and the Administrator will have full authorization to add, delete and
change account information. Each End User is limited to one End User Account, even
if the End User is a business entity unless the Service Provider agrees to an exception
for billing purposes or another business reason. The End User may designate individuals
who may access the End User Account or serve as the Administrator (each such individual
is an "Authorized Individual"). End User agrees that each Authorized
Individual may act on End User's behalf, and the End User is bound by and liable for
all actions or omissions of any Authorized Individual. Access to the Electronic System
is obtained by a verification process during which time the End User or Authorized
Individual signs in using a unique user name and password ("Log-In Credentials").
During the initial log-in for each End User or Authorized Individual,
the End User or Authorized Individual will be required to agree to these terms and
conditions. Each successive time the End User or Authorized Individual accesses the
Electronic System utilizing the Log-In Credentials constitutes renewal and reaffirmation
by the End User and Authorized Individual of these terms and conditions. Service
Provider reserves its right to revoke any End User or Authorized Individual's access
to the Electronic System at any time without notice.
End User Responsibilities Related to
Electronic System Access and Data Integrity.
Data Integrity. End User
shall verify and ensure that all information and documents (including,
but not limited to, medical records, policy information, and insured documents)
uploaded to the End User Account or the Electronic System (whether uploaded by
an Authorized Individual or Service Provider) are: (i) appropriately designated
to the specified insured ("Insured"); (ii) properly obtained,
whether from an Insured, a health care provider, an authorized agent or otherwise;
(iii) handled in compliance with The Health Insurance Portability and Accountability
Act of 1996 ("HIPAA"), as amended, as well as all HIPAA rules,
standards and implementation guides; (iv) have not been modified or falsified in
any way; and (v) delivered by End User or an Authorized User without violating any
agreements, laws or regulations.
Compliance with Acceptable Use Policy and
Applicable Laws. End User agrees to comply and shall cause its Authorized
Individuals to comply with all applicable laws and regulations, including but not
limited to those related to copyright, trademark, other intellectual property rights,
data privacy, international communications, pornography, obscenity, import/export
regulations, and tax laws.
End User Account Content Responsibility
. End User is solely responsible for the content of the End User Account
and maintaining the accuracy of the End User profile information, including
information relating to Authorized Individuals.
Authorized Individual Termination/
Separation. Upon termination or separation of an Authorized Individual's
relationship with End User, End User shall immediately revoke the Authorized
Individual's access to the Electronic System and the End User Account.
It is recommended that End User and each Authorized Individual shall change
the password associated with their Log-In Credentials no less than one (1)
time every three (3) months.
End User shall not allow anyone other than End User and Authorized Users
to access the End User Account or Electronic System. End User and Authorized
Users shall notify Service Provider promptly (by phone at 612.371.3008
and email at firstname.lastname@example.org) if either suspects
unauthorized use or access to the End User Account or Electronic System.
End User is solely responsible for such unauthorized use and any damages
that may result therefrom. In the event an act or omission occurs that End
User believes placed the Log-In Credentials or the Electronic System at
risk or exposure to unauthorized use, End User and each Authorized User
shall immediately change the password associated with the End User Account
and immediately provide Service Provider notification of the potential risk.
End User shall fully cooperate with any investigation Service Provider
initiates in response to a report of a potential risk. End User shall
notify Service Provider immediately if End User becomes subject to any
lawful order or process that would prohibit or limit End User or Authorized
Individual's use of the Service.
End User shall not and shall prevent its Authorized Users from (i) causing
any code, files, scripts, agents or programs intended to do harm, including,
for example viruses, worms, time bombs and Trojan horses, or other harmful
code to be entered into the Electronic System, (ii) selling, reselling,
licensing, sublicensing, distributing, making available, renting or leasing
the Electronic System, (iii) interfering with or disrupting the integrity or
performance of the Electronic System, (iv) attempting to gain unauthorized
access to the Electronic System, (v) copying the Electronic System or any
part, feature, function or user interface thereof, (vi) accessing the Electronic
System in order to build a competitive product or service, and (vii) reverse
engineering the Electronic System.
No Reliance. End User represents
and warrants that it shall not and shall prevent its Authorized Users from relying
on any life expectancy certificate issued by Service Provider in making a decision
to buy, sell or hold a life insurance policy, annuity or life settlement contract
("Life Insurance Contracts").
Evaluation of Life Insurance Contracts.
End User has, either directly or through third-party consultants, such knowledge,
education and experience relating to investment in Life Insurance Contracts and End User
can identify, understand and evaluate the investment risks associated with an acquisition,
holding or sale of a Life Insurance Contract. End User determines whether to purchase,
sell or hold any Life Insurance Contracts independent of any information provided by
Supplemental Terms for DMF Data.
This Section includes required flow-down obligations under Service Provider's license
agreements with third parties (the "DMF Data Providers"), pursuant
to which Service Provider receives information from the Limited Access Death Master
File ("DMF"), as defined in 15 CFR § 1110.2. If End User receives
any DMF data from Service Provider in connection with or through the Services,
then the terms and conditions set forth below shall apply to End User:
- Certified Person and Compliance with
National Technical Information Service ("NTIS") License Terms.
End User hereby represents and warrants that End User (a) meets the requirements to
be a "Certified Person" as set forth in the regulations found at 15 CFR § 1110 and
(b) shall comply (as if End User were a subscriber) with the license terms, as
modified from time to time, required by NTIS for Certified Persons to receive data
from the DMF. End User shall not sell or otherwise distribute the DMF to third
- Change in Status. Should End User
status change such that it would no longer have a permissible purpose to access DMF data,
End User agrees to immediately notify Service Provider in writing and destroy all DMF
data and certify such destruction to Service Provider.
- Further Disclosure. If End User
discloses any DMF data to a third party (only after obtaining Service Provider's consent),
End User shall require such third party to make the representation and warranty set forth
in Section 5.a above and agree to the terms of this Section as if a party hereto.
- Security. End User shall at all
times have security provisions in place to protect DMF data from being visible,
searchable, harvestable or in any way discoverable on the internet. End User understands
that any successful attempt by any person to gain unauthorized access to or use of the
DMF data provided by Service Provider may result in immediate termination of the End
User's access. In addition, any successful attempt by any person to gain unauthorized
access may under certain circumstances result in penalties as prescribed in 15 CRF § 1110.200
levied on End User or the person attempting such access. End User will take appropriate
action to ensure that all persons accessing the DMF data from Service Provider are aware
of their potential liability for misuse or attempting to gain unauthorized access. End User
must promptly report any such access or attempted access is a breach, or attempted breach,
of security to Service Provider in writing, by phone at 612.371.3008 and email at
- DMF Compliance Audit. End User agrees
to be subject to periodic and unscheduled audits of the End User's systems, facilities and
procedures relating to End User's safeguards for, access to, and use and distribution of
DMF data to determine compliance with 15 CFR § 1110. End User agrees to retain a list of
all employees, contractors, and subcontractors to which it provides DMF Data and to make
that list available in an audit.
- Law, Dispute Resolution, and Forum.
End User acknowledges that this section is governed by federal law.
- Liability. The DMF Data Providers
and Service Provider (a) make no warranty, express or implied, with respect to the DMF
information provided, including but not limited to, implied warranties of merchantability
and fitness for any particular use; (b) assume no liability for any direct, indirect or
consequential damages flowing from the use of any part of the DMF, including infringement
of third party intellectual property rights; and (c) assume no liability for any errors
or omission in the DMF. The DMF does have inaccuracies and the NTIS and the Social
Security Administration ("SSA"), which provides the DMF, do not guarantee the accuracy
of the DMF. SSA does not have a death record for all deceased persons. Therefore, the
absence of a particular person in the DMF is not proof that the individual is alive. It
is also possible that the records of a person who is not deceased are included erroneously
in the DMF. End User specifically acknowledges these limitations in the DMF.
- Indemnification. End User shall
indemnify and hold harmless the DMF Data Providers and Service Provider from all claims,
liabilities, demands, damages, expenses, and losses arising from or in connection with
End User's, End User's employees', contractors', or subcontractors' use of the DMF,
including but not limited to any and all claims or liability arising from intellectual
Miscellaneous. These terms and
conditions shall be governed by the laws of the State of Minnesota, without
regard to conflict of law principals. End User and Authorized Individual agree
that all actions or proceedings arising in connection with these terms and
conditions shall be tried and litigated exclusively in the state or federal
courts located in the County of Hennepin, State of Minnesota subject to
section 5.f. above. If Service Provider takes action to enforce its rights
under these terms and conditions, End User shall be liable for attorneys'
fees, costs and expenses incurred if Service Provider is the prevailing party.
End User and Authorized Individual's rights and obligations under these terms and
conditions may not be assigned or transferred without written permission of Service
Provider. No waiver of any provision herein will be binding unless executed in
writing by the party making the waiver. No waiver of any provision herein will be
deemed, or will constitute, a waiver of any other provision, and no waiver will
constitute a continuing waiver. Service Provider may confirm to other of Service
Provider's clients that Service Provider has completed a life expectancy certificate
on an Insured. The following sections of this these terms and conditions survive
termination: Sections 2, 3, 4, 5, and 6 and the language included on the life
expectancy certificates as described below in capitalized letters.
End user/authorized individual have read and accept these terms
and conditions and end user/authorized have read and accept the terms and conditions (if
any) included on each product (including but not limited to life expectancy or medical
records orders or confirmation of past life expectancy estimates) ordered by end user/authorized
individual (or service provider upon request) through service provider's website. If end
user/authorized individual do not agree to these terms and conditions, end user/authorized
individual may choose not to become a user of the services provided by service provider.
Note, for all life expectancy orders, the following terms and conditions apply as set
forth in the applicable life expectancy certificate (quoted language below):
"TERMS AND CONDITIONS: ITM TWENTYFIRST
DID NOT VERIFY THE COMPLETENESS OR ACCURACY OF THE INFORMATION PROVIDED BY CLIENTS OR ANY
THIRD PARTY THAT WAS USED IN PREPARING THIS CERTIFICATE. LIFE EXPECTANCY FIGURES ARE
ESTIMATES ONLY. ITM TWENTYFIRST DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES TO
CLIENT COMPANY OR ANY THIRD PARTY WITH RESPECT TO THIS CERTIFICATE, INCLUDING WITHOUT LIMITATION
ANY REPRESENTATION OR WARRANTY THAT AN INSURED WILL DIE ON OR NEAR A PROJECTED DATE. ITM
TWENTYFIRST DOES NOT RECOMMEND THAT CLIENT COMPANY OR ANYONE BUY, SELL OR HOLD A LIFE INSURANCE
POLICY OR LIFE SETTLEMENT CONTRACT ON THE BASIS OF THIS LIFE EXPECTANCY ESTIMATE AND NO ONE
(INCLUDING CLIENT COMPANY) SHALL RELY ON THIS CERTIFICATE WHEN DECIDING TO BUY, SELL OR HOLD A
LIFE INSURANCE POLICY OR LIFE SETTLEMENT CONTRACT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, ITM TWENTYFIRST EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IF ITM
TWENTYFIRST BECOMES LIABLE TO CLIENT COMPANY OR ANY PARTY WITH RESPECT TO THIS OR ANY OTHER LIFE
EXPECTANCY CERTIFICATES PREVIOUSLY ISSUED BY ITM TWENTYFIRST FOR ANY REASON, THE SOLE LIABILITY
(WHETHER ARISING BY NEGLIGENCE, CONTRACT, STATUTE OR OTHERWISE) SHALL BE DIRECT DAMAGES, NOT TO
EXCEED THE AMOUNT PAID BY CLIENT COMPANY TO ITM TWENTYFIRST FOR THE SPECIFIC LIFE EXPECTANCY AT
ISSUE, AND IN NO EVENT SHALL THE AGGREGATE DAMAGES FOR ALL LIFE EXPECTANCIES PREVIOUSLY OR
HEREAFTER COMPLETED BY ITM TWENTYFIRST FOR CLIENT COMPANY EXCEED TEN THOUSAND DOLLARS.
INSURED-SPECIFIC MEDICAL INFORMATION MAY BE CONFIDENTIAL
UNDER STATE OR FEDERAL LAW. LIFE EXPECTANCY INFORMATION PROVIDED TO CLIENT COMPANY BY ITM
TWENTYFIRST SHALL NOT BE USED BY CLIENT IN ANY MANNER THAT VIOLATES APPLICABLE LAWS.
THIS CERTIFICATE WAS ISSUED USING ITM TWENTYFIRST'S
TRADITIONAL UNDERWRITING METHODOLOGY ("TRADITIONAL METHOD"). FROM TIME TO
TIME, ITM TWENTYFIRST MAY DEVELOP NEW LIFE EXPECTANCY PRODUCTS OR DATA ANALYTICS USING METHODS
("NEW METHODS") THAT DIFFER FROM THE TRADITIONAL METHOD. THE NEW METHODS MAY
INCLUDE DIFFERENT DATA, ANALYSIS, ALGORITHMS, OR TECHNOLOGY THAN THOSE USED IN THE TRADITIONAL
METHOD AND MAY RESULT IN DIFFERENT LIFE EXPECTANCY ESTIMATES FOR THE SAME INSURED.
SUBJECT TO ALL OF THE LIMITATIONS SET FORTH ABOVE,
THIS CERTIFICATE IS ISSUED SOLELY TO, AND FOR THE EXCLUSIVE USE OF, THE CLIENT COMPANY
IDENTIFIED ON THIS CERTIFICATE. WITHOUT PRIOR WRITTEN CONSENT OF ITM TWENTYFIRST, CLIENT
COMPANY SHALL NOT SELL, TRANSFER, RE-DISTRIBUTE, POST, PROVIDE COPIES OF, OR OTHERWISE
DISCLOSE THIS CERTIFICATE OR THE INFORMATION CONTAINED THEREIN TO ANY THIRD PARTY, UNLESS
REQUIRED BY LAW (EACH, AN "UNAUTHORIZED DISCLOSURE"). CLIENT COMPANY WILL
PAY ALL COSTS AND ATTORNEY FEES INCURRED BY ITM TWENTYFIRST TO ENFORCE THE TERMS HEREIN.
ANY USE OF THIS CERTIFICATE, INCLUDING ANY UNAUTHORIZED DISCLOSURE, CONSTITUTES AGREEMENT
TO THE TERMS HEREIN."
ADDITIONAL TERMS AND CONDITIONS APPLY TO TERTIARY AND
SIMPLIFIED LIFE EXPECTANCY ORDERS AS SET FORTH IN THE APPLICABLE CERTIFICATE.