- Please read this Agreement carefully. It is a legal document and, by your continued use of the Portal and/or e-business Applications (collectively, "XL Group Applications"), you agree to be bound by the terms of this Agreement.
- If you do not agree with this Agreement and do not wish to be bound by them, please exit all XL Group Applications and do not use the XL Group Applications in the future.
- Licenses to Use Material on XL Applications
- XL Group grants to you a personal, nonexclusive, nontransferable, royalty free license to use all the material in the XL Group Applications (including but not limited to: software, documentation, text, pictures, sounds, graphics, articles, video or audio clips, and advertising material) ("XL Group Material") on the basis set out in Clause 2.b.
- Remove any notices relating to the ownership of copyright or other intellectual property rights in the XL Group Material;
- Modify, translate, reverse engineer, reproduce, decompile, disassemble (except as expressly permitted by law) or create derivative works of any of the XL Group Material;
- Rent, lease, license, loan, copy or give or transfer any rights in the XL Group Material in any form, to any person or entity without the prior written consent of XL Group.
- Any product, process or technology referred to in the XL Group Material may be subject to other intellectual property rights of XL Group and are not made available hereunder.
- Ownership of Intellectual Property Rights
- Notwithstanding the limited rights granted to you in accordance with Clause 2, XL Group retains all ownership, title and interest in the intellectual property rights contained in the XL Group Material including but not limited to copyright, database rights, trademarks, 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 Group plc companies. 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.
- You accept the terms of this Agreement by your use of the XL Group Applications. This Agreement will be terminated upon the earlier of any of the following:
- A breach by you of any of the terms of the license granted to you in accordance with Clause 2;
- Your firm ceases to be an insured of XL Group’s Design Professional unit;
- XL Group terminates this Agreement by notice to you at any time in accordance with Clause 8.b; or
- You terminate this Agreement by notice to XL at any time in accordance with Clause 8.a.
- In the event that this Agreement is 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 is terminated forthwith and you shall have no further rights to use the XL Group Material;
- You must delete or destroy any of the XL Group 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 Group Applications or the services or facilities available via the XL Group Applications ("XL Group Application Services").
This clause 4.b shall survive termination of the Agreement.
- XL Group's Responsibilities
- XL Group undertakes to use commercially reasonable endeavors to prevent breaches of security of the XL Group Applications.
- XL Group makes no representation or warranty that the XL Group Applications or XL Group Application Services will be accessible, or useable by you or error free. XL Group uses reasonable efforts to include accurate and up-to-date information on the XL Group Applications. The information, documents or other items provided or available on the XL Group Applications could include technical inaccuracies or typographical errors. XL Group makes no warranties or representations as to its accuracy. XL Group assumes no liability or responsibility for any errors or omissions in the content on the XL Group Applications.
- XL Group reserves the right, without notice to you, to remove any XL Material from the XL Group Applications or to suspend or alter the operation of the XL Group Applications or any XL Group Application Services, at its sole discretion or for legal or technical reasons. XL Group 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 Group may make improvements and/or changes to the information or documents provided or available on the XL Group 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 Group Applications or any XL Group 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 unauthorised person to access the XL Group Applications or any of the XL Group Application Services using your user name or password.
- You agree that you will not use the XL Group Applications or any of the XL Group 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 unsolicited e-mails 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 Group and its directors, officers, employees and representatives against any claims, costs, expenses or legal proceedings caused as a result of your use of the XL Group Applications or XL Group Application Services in contravention of Clauses 6.a and 6.b. Further, in these circumstances, XL Group shall be entitled to treat the contravention as a material breach of this Agreement and terminate this Agreement and any access permission granted to you by XL Group forthwith, without notice to you.
- Information about XL Group which is posted on the XL Group Applications has been extracted from publicly available data about XL Group. The information contains a true and accurate picture of XL Group'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 Group Applications and to update it regularly, XL Group 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 Group 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 Group 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.
- Your use and browsing of the XL Group Applications is at your risk. Neither XL Group nor any other party involved in creating, producing, or delivering the XL Group Applications is liable for any direct, incidental, consequential, indirect or punitive damages arising out of your access to, or use of, the XL Group Applications.
- While XL has used all reasonable efforts in maintaining the XL Group 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 Group Applications may contain links to third-party websites which are controlled and operated by parties other than XL Group. The links will let you leave the XL Group Applications, and XL Group 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 Group Applications is not an endorsement (explicit or implied) by XL Group of the linked site. If you decide to access linked third-party websites, you do so entirely at your own risk. XL Group is providing these links only as a convenience.
- XL Group Applications are provided on an "as is" and "as available" basis and without warranties of any kind either express or implied. To the maximum extent permissible under the law, XL Group disclaims all representations, warranties, and conditions, express or implied, including but not limited to implied warranties and conditions of merchantability, merchantable quality and fitness for a particular purpose, title, non-infringement of proprietary rights, and implied warranties and conditions arising from the course of dealing or course of performance. XL Group does not warrant the accuracy, completeness or correctness, timeliness or usefulness of any opinions, advice, services or other information provided through the XL Group Applications or on the Internet generally. In no event will XL be liable to you or anyone else for any decision made or action taken by you or anyone else in reliance upon the information provided through the XL Group Applications.
- XL Group may send you notice by general notice on the XL Group Applications, by e-mail to your e-mail address on record with XL Group, or by post to the geographical address on record with XL Group. Such notice will be effective if sent by mail or posted on the XL Group Applications, 1 day from the date it was sent or posted on the XL Group Applications. If sent by regular post, it will be effective 3 days after posting by XL Group.
Limitation of Liability
You agree that XL Group and its directors, officers, employees and representatives shall not be liable to you for any damages of any kind arising from your use of the XL Group Applications. You agree that this limitation of liability is comprehensive and applies to all damages of any kind, including, but not limited to, direct, indirect, special, incidental, consequential or punitive damages.
XL Group collects personal information through the use of the Portal and e-Business Applications. Your personal information will be used for XL Group's internal purposes, for the purposes for which it was collected and for the purposes to which you have given your consent. XL Group's collection, use and disclosure of your personal information are governed by its Privacy and Cookies Policy.
- XL Group reserves the right to add to or change the terms of this Agreement in its sole discretion without prior notice to you. All changes to this Agreement will be effective once posted on the XL Applications. XL Group will provide notice of the changes to this Agreement for 30 days after posting the amended term of the Agreement on the XL Group Applications. Your continued use of the XL Group Applications or the XL Group Application Services following XL Group's posting of such changes will be regarded by XL Group as acceptance of the amended Agreement. If you do not agree to be bound by the amended Agreement you should exit the XL Group Applications and not access or use the XL Group Applications in the future.
- You agree that this Agreement and your use of the XL Group Applications shall be governed and construed by the laws of England and Wales. You also agree and hereby submit to the non-exclusive personal jurisdiction and venue of the courts England.
- If any provision of this Agreement shall be deemed unlawful, void or for any reason unenforceable by a court of law, then the impugned provision shall be deemed severed and shall not affect the validity and enforceability of any remaining provisions.
- Your use of the Internet is solely at your risk and subject to all applicable laws, and XL Group has no responsibility for any information, software, services or other materials accessed or obtained by you using the Internet. XL Group does not assume any liability for timely, trouble-free and uninterrupted access to the Internet.