Terms of
use for XL Group plc and its direct or indirect subsidiaries, including XL
America Inc. (hereinafter referred to collectively as "XL") Portal
and Online Applications
1. These Terms of Use
1.1. 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.
1.2. 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.
1.3. 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.
1.4. By
using the Portal, you will gain potential access 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.
2. Licenses to Use Material on XL Applications
2.1.
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.
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:
2.2.1. Remove
any notices relating to the ownership of copyright or other intellectual property
rights in the XL Material;
2.2.2 Modify,
translate, reverse engineer, reproduce, decompile, and disassemble (except as
expressly permitted by law) or create derivative works of any of the XL Material;
2.2.3. 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.
2.3.
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.
3. Ownership of Intellectual Property Rights
3.1.
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.
3.2. 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.
4. Duration of Terms of Use and Termination
4.1. 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:
4.1.1.
You breach any of the terms of the license
granted to you in accordance with Clause 2;
4.1.2.
XL terminates these Terms of Use by
notice to you at any time in accordance
with
Clause 8.2; or
4.1.3.
You terminate these Terms of Use by
notice to XL at any time in accordance
with
Clause 8.1.
4.2. 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:
4.2.1.
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;
4.2.2.
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
4.2.3.
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").
5 XL’s Responsibilities
5.1.
XL undertakes to use commercially
reasonable endeavors to prevent breaches of
security
of the XL Applications.
5.2. 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.
5.3. 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 will give you as much notice as possible prior to taking
any of the actions
described
in this Clause, but prior notice may not always be feasible for a variety of
reasons. XL may make improvements and/or changes to the information or
documents provided or available on the XL Applications at any time.
6. Your Responsibilities
6.1. 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.
6.2. You
agree that you will not use the XL Applications or any of the XL
Application
Services as follows:
6.2.1. 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;
6.2.2. To
send or distribute multiple unsolicitmails or messages ("Spam") or to
cause
any other person annoyance,
inconvenience or worry;
6.2.3. For
any purposes connected to any business, including sending any unsolicited
advertisements
or promotional material.
6.3. 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.
7. Disclaimers
7.1. 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.
7.2. 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.
7.3. 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.
7.4. 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.
7.5.
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.
7.6. 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.
7.7.
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.
7.8.
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.
8 Notices
8.1.
You may send a legal notice to XL,
or any questions you may have concerning
these
Terms of Use by e -mail to: webinfo.xli@xlgroup.com.
Such notices will be
effective
within 3 days of receipt by XL.
8.2. 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.
9 General
9.1. For
the purposes of these Terms of Use, XL shall mean XL Group plc and its direct
and indirect subsidiaries.
9.2.
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. XL will provide notice of the
changes to the Terms of Use for 30 days after posting the amended Terms of Use
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.
9.3. 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.
9.4. 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.