Terms of Service & Institutional Engagement

Document Last Audited: January 1, 2026

This document establishes the binding Terms of Service ("Agreement") governing the utilization of the digital infrastructure, proprietary intellectual property, and advisory services provided by Josh Insurance Services (the "Firm").

MANDATORY ARBITRATION AND WAIVER OF CLASS ACTION: SECTION VII OF THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE. BY ENGAGING THE FIRM'S SERVICES, YOU UNEQUIVOCALLY WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING.

Section I: Scope of Brokerage & Advisory Services

The Firm operates strictly as an independent, licensed insurance brokerage and benefits consulting firm. We are not an underwriter, insurance carrier, legal firm, or accounting entity. The Firm's services are limited to:

Actuarial analysis and predictive modeling based on client-provided data.
Solicitation and negotiation of insurance contracts on behalf of the client.
General guidance regarding ERISA, ACA, and COBRA compliance (which does not constitute formal legal counsel).

Final determination of coverage eligibility, premium rating, and claims adjudication rests exclusively with the issuing insurance carrier. The Firm makes no warranties regarding the ultimate acceptance of any risk by a carrier.

Section II: Client Obligations and Data Accuracy

The efficacy of the Firm's actuarial models and carrier negotiations is entirely contingent upon the accuracy of the census, claims, and demographic data provided by the client. The client warrants that all data submitted is accurate, legally obtained, and free from material omission. The Firm holds no liability for adverse underwriting actions, retrospective premium adjustments, or compliance failures resulting from inaccurate client data.

Section III: Intellectual Property & Actuarial Models

All methodologies, analytical models, white papers, and digital portal interfaces provided by the Firm remain the exclusive intellectual property of Josh Insurance Services. Clients are granted a limited, non-transferable license to utilize these materials solely for internal benefits evaluation. Reproduction, reverse engineering, or external distribution of the Firm's proprietary models is strictly prohibited.

Section IV: Broker of Record (BOR) Designation

Formal initiation of carrier negotiations requires the execution of a legally binding Broker of Record (BOR) letter. The BOR authorizes the Firm to act as the exclusive representative for the specified lines of coverage. The Firm’s compensation is typically derived from commissions paid by the issuing carrier, or via a negotiated consulting fee, which will be fully disclosed pursuant to the Consolidated Appropriations Act (CAA) transparency requirements.

Section V: Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE JURISPRUDENCE, JOSH INSURANCE SERVICES DISCLAIMS ALL LIABILITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM THE UTILIZATION OF ITS DIGITAL SERVICES OR THE IMPLEMENTATION OF ITS ADVISORY RECOMMENDATIONS. THE FIRM'S TOTAL AGGREGATE LIABILITY FOR ANY CLAIM SHALL NOT EXCEED THE TOTAL COMMISSIONS OR FEES RECEIVED BY THE FIRM RELATED TO THE SPECIFIC CLIENT ACCOUNT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Section VI: Indemnification

The client agrees to indemnify, defend, and hold harmless the Firm, its executive officers, credentialed actuaries, and licensed agents against any claims, liabilities, damages, judgments, or legal expenditures resulting from the client's breach of this Agreement, violation of state/federal regulations, or the provision of fraudulent data.

Section VII: Governing Law and Binding Arbitration

This Agreement shall be governed by the laws of the State in which the Firm is headquartered, without regard to conflict of law principles. Any dispute arising out of or related to this Agreement shall be resolved exclusively through binding, confidential arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in the jurisdiction of the Firm's corporate headquarters.

Section VIII: Institutional Contact

Notices regarding legal matters or terms modification should be directed to:

Josh Insurance Services
Office of General Counsel
1 Bubbling Brook Road, Franklin, MA 2038