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Terms of use for XL Group
Ltd and its direct or indirect subsidiaries, including XL America Inc.
(hereinafter referred to collectively as "XL") Portal and Online
Applications
- These Terms of Use
- In accordance with the following Terms of Use
("Terms of Use"), XL grants to you as an authorized user
("you") of (a) the XL Portal ("Portal"); and (b) XL
online e-business applications ("e-business Applications") certain
rights (as set out below) and, in return, you agree to perform certain
obligations.
- Please read these Terms of Use carefully. They
are a legal document and, by your continued use of the XL Portal and/or
e -business Applications (collectively, "XL Applications"),
you agree to be bound by these Terms of Use.
- If you do not agree with these Terms of Use
and do not wish to be bound by them, please exit all XL Applications
and do not use the XL Applications in the future.
- By using the Portal, you will gain potential
access to e-business Applications. Similarly, registration for
any-business Application entitles access to the Portal. If you elect to
use any e business Application you may be asked to sign additional
Terms of Use ("ebusiness Terms of Use") and may be issued
with a SecurID token for access. In the event of any conflict or
inconsistency between those Terms of Use and any e-business Terms of
Use, in respect of the relevant-business Application, the -business
Terms of Use will take precedence over the Terms of Use.
- Licenses to Use Material on XL Applications
- XL grants to you a personal, nonexclusive,
non-transferable, royalfree license to use all the material in the XL
Applications (including but not limited to: software, documentation,
text, pictures, sounds, graphics, articles, video or audio clips, and
advertising material) ("XL Material") on the basis set out in
Clause 2.2.
- You are entitled to view, copy, print, access,
download and transmit (for the purposes expressly permitted in these
Terms of Use) and store the XL Material for your own personal, non
-commercial use provided that you do not:
- Remove any notices relating to the ownership
of copyright or other intellectual property rights in the XL Material;
- Modify, translate, reverse engineer,
reproduce, decompile, and disassemble (except as expressly permitted
by law) or create derivative works of any of the XL Material;
- Rent, lease, license, loan, copy or give or
transfer any rights in the XL Material in any form, to any person or
entity without the prior written consent of XL.
- Any product, process or technology referred to
in the XL Material may be subject to other intellectual property rights
of XL and are not made available hereunder.
- Ownership of Intellectual Property Rights
- Notwithstanding the limited rights granted to you
in accordance with Clause 2, XL retains all ownership, title and
interest in the intellectual property rights contained in the XL
Material including but not limited to copyright, database rights, trade
marks, patents, service marks, design rights (whether registerable or
otherwise) know-how, trade or business names, domain names, goodwill
associated with any of the foregoing and other similar rights or
obligations whether registerable or not in any jurisdiction in the
world.
- XL and the XL logo are trademarks or
registered trademarks of XL. All other product names and company logos
mentioned in the information, documents or other items provided or
available herein may be the trademarks of their respective owners.
- Duration of Terms of Use and Termination
- These Terms of Use are binding upon you
immediately. You accept them by your use of the XL Applications, and
they will remain in force until the earlier of the following:
- You breach any of the terms of the license
granted to you in accordance with Clause 2;
- XL terminates these Terms of Use by notice to
you at any time in accordance with Clause 8.2; or
- You terminate these Terms of Use by notice to
XL at any time in accordance with Clause 8.1.
- In the event that these Terms of Use are
terminated for any of the reasons stated above, you agree to comply
with the following obligations:
- The license granted to you in accordance with
Clause 2 shall be terminated forthwith and you shall have no further
rights to use the XL Material;
- You must delete or destroy any of the XL
Material stored by you in electronic or hard copy form as soon as
reasonably practicable; and
- You will have no further rights to access or
use the XL Applications or the services or facilities available via
the XL Applications ("XL Application Services").
- XL's Responsibilities
- XL undertakes to use commercially reasonable
endeavors to prevent breaches of security of the XL Applications.
- XL makes no representation or warranty that
the XL Applications or XL Application Services will be accessible, or
useable by you or error free. XL uses reasonable efforts to include
accurate and -to-date information on the XL Applications. The
information, documents or other items provided or available on the XL
Applications could include technical inaccuracies or typographical
errors. XL makes no warranties or representations as to its accuracy.
XL assumes no liability or responsibility for any errors or omissions
in the content on the XL Applications.
- XL reserves the right, without notice to you,
to remove any XL Material from the XL Applications or to suspend or
alter the operation of the XL Applications or any XL Application
Services, at its sole discretion or for legal or technical reasons. XL
may make improvements and/or changes to the information or documents
provided or available on the XL Applications at any time.
- Your Responsibilities
- You agree that you are responsible for the
security and use of any user names or passwords needed to access or use
the XL Applications or any XL Application Services. You must take all
reasonable steps to ensure that these user names and passwords are kept
confidential and secure and you do not allow any unauthorized person to
access the XL Applications or any of the XL Application Services using
your user name or password.
- You agree that you will not use the XL
Applications or any of the XL Application Services as follows:
- to send, receive, upload, download, store,
use, distribute or publish any material that is offensive, abusive,
indecent, defamatory, obscene, or in breach of any other person's
Intellectual Property Rights or breaches any obligation of
confidentiality by which you are bound;
- To send or distribute multiple unsolicitmails
or messages ("Spam") or to cause any other person annoyance,
inconvenience or worry;
- For any purposes connected to any business,
including sending any unsolicited advertisements or promotional
material.
- You agree to indemnify XL against any claims,
costs, expenses or legal proceedings caused as a result of your use of
the XL Applications or XL Application Services in contravention of
Clauses 6.1 and 6.2. Further, in these circumstances, XL shall be
entitled to treat the contravention as a material breach of these Terms
of Use and terminate the Terms of Use and any access permission granted
to you by XL forthwith, without notice to you.
- Disclaimers
- Information about XL which is posted on the XL
Applications has been extracted from publicly available data about XL.
The information contains a true and accurate picture of XL's activities
as of the date when it was published. While every effort has been made
to ensure the accuracy of all information contained on the XL
Applications and to update it regularly, XL disclaims any duty or
obligation to update the information herein and any liability for any
inaccuracies. You should check to see if more recent information is
available.
- To the extent any information and press
releases about XL and its affiliates is deemed to be a "forward
looking statement" as defined in the rules and regulations of the
United States Securities Act of 1933, as amended, such information is
intended to fit within applicable "safe harbors" and may be
subject to material risk factors that may or may not be disclosed
herein.
- The XL Applications and the information
contained herein does not constitute an offer or a solicitation of an offer
for the purchase or sale of any securities.
- XL has used its discretion, best judgment and
all reasonable efforts in collecting and preparing the information,
documents (including copy, graphics, pictures, etc.) or other items
provided or available on the XL Applications, but any such information,
document or other item is provided or available without any warranty of
any kind, either expressed or implied, including, but not limited to,
warranties of completeness, accuracy, fitness for a particular purpose,
or non-infringement of any intellectual property rights. XL hereby
disclaims any liability to any person for any kind of loss or damage
including, but not limited to, any special, incidental, indirect or
consequential damages caused by errors or omissions in the information,
documents or other items provided or available herein, whether such
errors or omissions result from negligence, accident or any other
cause.
- Your use and browsing of the XL Applications
is at your risk. Neither XL nor any other party involved in creating,
producing, or delivering the XL Applications is liable for any direct,
incidental, consequential, indirect, or punitive damages arising out of
your access to, or use of, the XL Applications.
- While XL has used all reasonable efforts in
maintaining the XL Applications virus free, it declines any liability
for personal or property damage, especially direct, indirect, immediate
or subsequent pecuniary loss, which may result from transmission or
downloading of computer viruses. Especially excluded is liability for
hardware damage, loss of data, alteration of data, or downtime.
- The XL Applications may contain links to third
party web sites which are controlled and operated by parties other than
XL. The links will let you leave the XL Applications and XL is not
responsible for any contents of any linked site or any link contained
in a linked site. The inclusion of any link on the XL Applications does
not imply endorsement by XL of the linked site. If you decide to access
linked third party web sites, you do so entirely at your own risk. XL
is providing these links only as a convenience, and the inclusion of
any links does not imply endorsement by XL of the site.
- The express terms of these Terms of Use are in
lieu of all warranties, conditions, undertakings, terms, and
obligations implied by statute, common law, usage, course of dealing or
otherwise, all of which are excluded to the fullest extent permitted by
law.
- Notices
- You may send a legal notice to XL, or any
questions you may have concerning these Terms of Use by e -mail to:
webhelp@xlgroup.com. Such notices will be effective within 3 days of
receipt by XL.
- XL may send you notice by general notice on
the XL Applications, by e- mail to your -mail address on record with
XL, or by post to the geographical address on record with XL. Such
notice will be effective if sent mail or posted on the XL Applications,
1 day from the date it was sent or posted on the XL Applications. If
sent by regular post, it will be effective 3 days after posting by XL.
- General
- For the purposes of these Terms of Use, XL
shall mean XL Group Ltd and its direct and indirect subsidiaries.
- XL reserves the right to add to or change the
terms of these Terms of Use in its sole discretion without prior notice
to you. All changes to the Terms of Use will be effective once posted
on the XL Applications. Your continued use of the XL Applications or
the XL Application Services following XL's posting of such changes will
be regarded by XL as acceptance of the amended Terms of Use. If you do
not agree to be bound by the amended Terms of Use you should exit the
XL Applications and not access or use the XL Applications in the
future.
- If any part of these Terms of Use are held by
a court of competent jurisdiction to be unenforceable, the validity of
the remainder of these Terms of Use will not be affected.
- Your use of the Internet is solely at your
risk and subject to all applicable laws, and XL has no responsibility
for any information, software, services or other materials accessed or
obtained by you using the Internet. XL does not assume any liability
for timely, trouble-free and uninterrupted access to the Internet.
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