XL INSURANCE MARINE & ENERGY GENERAL TERMS OF SERVICE 

IMPORTANT! READ THIS ENTIRE AGREEMENT CAREFULLY.

 THESE ARE THE TERMS AND CONDITIONS GOVERNING YOUR USE OF THE XL INSURANCE MARINE & ENERGY CARGO WEBSITE AND OUR SERVICES.

WELCOME to the XL Insurance, Marine & Energy Cargo website. It is available under the resource locator www.xlmarinecargo.com (the "Site") is operated by XL Insurance, Marine & Energy("XL"). XL cannot guarantee that the hyperlinks set out on our website will be accurate at the time of your access. Moreover, the websites pointed at by Hyperlinks are developed and possibly maintained by person(s) over whom XL has no control. XL assumes no responsibility for the content of any website referenced to by any Hyperlink or otherwise. XL believes that its making available Hyperlinks to publicly accessible Web pages and newsgroups is legally permissible and consistent with the common, customary expectations of those who make use of the Internet.

IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT ACCESS THE SITE OR USE THE SERVICES.

1. XL Reserves the Right to Revise this Agreement. XL reserves the right, at any time and from time to time, to update, revise, supplement and to otherwise modify this Agreement, and to impose new or additional rules, policies, terms or conditions on your use of the Services. Such updates, revisions, supplements, modifications and additional rules, policies, terms and conditions (collectively referred to in this Agreement as "Additional Terms") shall be effective immediately and incorporated into this Agreement upon notice thereof, which may be given by any reasonable means including by posting to the Site. Your continued use of the Site following such notice shall be deemed to conclusively indicate your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference.

2. XL May Revise or Terminate Any Part of the Services at Any Time. XL reserves the right, at any time and from time to time, to modify or discontinue, temporarily or permanently, the Services, with or without notice and in its sole discretion. This includes the right to modify, discontinue or remove any content, postings, links, pages, services, or other materials at any time and for any reason. You agree that XL shall not be liable to you for any modification, general suspension or discontinuance of any Services. XL may, in its sole discretion, refuse or restrict anyone from access to any or all of the Services at any time.

3. Acceptable Use of the Services. In order to use the Services, you must obtain access to the World Wide Web directly or through devices that access web-based content and pay any and all service fees associated with such access.

(a) Individual Use. You agree that you are only authorized to visit, view and to retain a single copy of pages of this Site solely for your own individual use, and that you shall not duplicate, download, publish, modify or otherwise distribute any material on this Site for any purpose other than for your own individual use unless otherwise specifically authorized by XL. We post legal notices and various credits on pages of the Site, which may not be removed even in your permitted copy. You shall not remove these notices or credits, or any additional information contained along with the notices and credits.

(b) Deep Links. You shall not "deep-link" to this Site, meaning that you will not create, post, display, publish or distribute any link to any page other than the front (home) page of the Site for any purpose, unless specifically authorized by XL to do so.

(c) Security, Cracking and Hacking. You shall not violate or attempt to violate the security of the Services. Accordingly, you shall not: (i) access data or materials not intended for you; (ii) log into a server or account which you are not authorized to access; (iii) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (iv) attempt to interfere with service to any user, host or network, including without limitation, via means of submitting a virus to the Services, overloading, "flooding", "mailbombing" or "crashing" the Services. Violations of system or network security may result in civil or criminal liability. XL reserves the right to investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations. You understand that data and communications, including e-mail and other electronic communications, may be accessed by unauthorized third parties when communicated over the Internet. You agree that it is your responsibility, and not XL's, to obtain and use third party software products that support encryption and other security protocols compatible with such protocols (if any) that may be used by XL from time to time in connection with the Services.

(d) You Are Responsible For All of Your Activities and All of The Content You Post. You represent and warrant that any information you post or provide to XL by means of this Site, including, without limitation, as part of any registration or application or to gain access to any Services, is truthful, accurate, not misleading and offered in good faith. You furthermore acknowledge that in any application for insurance on this Site, it is your obligation as a potential assured to exercise the utmost good faith and to disclose and/or truthfully represent to XL all facts that are material to the risks to be insured, and that your failure to disclose or truthfully represent such material fact(s) may result in the avoidance or cancellation of any insurance obtained on this Site. Any information disclosed to you via the Services including, without limitation, any content in the personalized areas of the Site, may be used only for its intended purpose. XL expects that you will exercise caution, good sense and proper judgment in using the Services. You agree NOT to use the Services for or in connection with any of the following activities:

i) Spoofing or otherwise impersonating any person or entity, including, without limitation, any other users or any of XL's personnel, or falsely stating or otherwise misrepresenting your identity or affiliation in any way, or forging any TCP/IP packet header or any part of the header information in any e-mail or other posting;

ii) Any fraudulent or illegal purpose;

iii) E-mailing, uploading, or otherwise transmitting or using the Services in furtherance of the use or distribution of any unlawful, harmful, harassing, defamatory, tortuous, libelous, abusive, threatening, vulgar, sexually explicit, obscene, hateful, racially, ethnically or otherwise objectionable material of any kind, or any material that is invasive of another's privacy or exploits children, or transmitting any sexually explicit materials, including ../images and other content; and

iv) Transmitting material that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines or engines that are intended to damage, destroy, disrupt or otherwise impair a computer's functionality or the operation of XL's (or anyone else's) Services, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information, or transmit any materials that otherwise violate XL's rules or policies.

(e) Do Not Violate Third Party Intellectual Property Rights. Without limiting the foregoing, you may not, and by using the Services you agree not to, use the Services to: (i) transmit material that is copyrighted, unless you are the copyright owner or have obtained the permission of the copyright owner to transmit it; (ii) transmit material that reveals trade secrets, unless you own them or have the permission of the owner to so transmit them; or (iii) transmit material that infringes on any Intellectual Property Rights (as defined below) of others or violates the privacy or rights of publicity of others. For purposes of this Agreement, the term "Intellectual Property Rights" means collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, moral rights and similar rights.

(f) Ownership. All content and materials on the Site including, without limitation, text, graphics, logos, button icons, ../images, audio clips, and software included in the Services, are the property of XL or its licensors and are protected by U.S. and international copyright, trademarks and other proprietary rights and Intellectual Property Rights laws. The compilation of all content on this Site is the exclusive property of XL and is protected by U.S. and international copyright laws. All software used on this Site is the property of XL or its licensors and protected by U.S. and international copyright laws. Except to the minimum extent otherwise expressly permitted under copyright law, no copying or exploitation of material from the Services is permitted without the express written permission of XL and any other applicable copyright owner. You also may not resell the Services (or any part thereof). You acknowledge that you do not acquire any ownership rights by virtue of downloading copyrighted material from the Services. All rights not expressly granted hereunder are expressly reserved to XL.

(g) Spidering. THE USE OF ANY TOOLS, PROGRAMS, ROBOTIC ALGORITHMS OR PRODUCTS TO AUTOMATICALLY DOWNLOAD OR "SPIDER" THE SITE OR ANY OF THE PAGES OF THE SITE INFRINGES ON XL's COPYRIGHTS. DO NOT USE ANY SUCH TOOLS OR PRODUCTS ON OR IN CONNECTION WITH THE SERVICES!

(h) Termination. XL may and will terminate your service immediately, if, in its sole discretion, XL believes that your conduct fails to conform with this Section 3 (Acceptable Use of the Services) or this Agreement. Without limiting the foregoing, if you use, or attempt to use the Services for any purposes other than its intended purposes (including without limitation by tampering, hacking, modifying or otherwise corrupting the security or functionality of the Services), you may also be subject to civil and criminal liability.

4. Compliance with Laws. You may use the Services only for lawful purposes. The Services are subject to, and you agree that you shall at all times comply with, all applicable local, state, national, and international laws, statutes, rules, regulations, ordinances and the like applicable to the use of the Services. This obligation includes your agreement to comply with all applicable laws, insurance industry-specific regulations and rules relating to the export of technical and other data from the United States (and from your country if you are not located in the United States) and your agreement not to export or re-export any such data or any other content or materials in violation of such laws, rules or regulations without first obtaining all necessary licenses, consents and approvals therefore, as well as authorization therefore from XL.

5. Your Access to Certain Services. As a convenience and courtesy to you, the general viewer of this Site, XL provides access to certain Services on the Site such as a general contents page and a current information page (which provides information that may include, without limitation, news of interest to users of this Site and shipper information) and other Services. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by the agreements into which you thereby enter. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the "E-Sign Act") or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, APPLICATIONS AND OTHER RECORDS AND ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THIS SITE. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of nonelectronic records, or to payments or the granting of credits by other than electronic means. In addition, you understand that certain Services on the Site may include materials and information from third parties, and you acknowledge and agree that XL has minimal control over such information. Accordingly, XL cannot guarantee, represent or warrant that the content contained in the Site is accurate, appropriate to you, and/or inoffensive.

6. XL Makes No Warranties. YOU USE THE SERVICES AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OF TITLE OR NONINFRINGEMENT. XL DOES NOT WARRANT THAT THE SITE WILL BE AVAILABLE OR OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. IN ADDITION, XL DOES NOT WARRANT THAT INFORMATION AVAILABLE ON OR THROUGH THE SITE IS ACCURATE.

7. Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT XL SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF XL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS, IN WHOLE OR IN PART, HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF XL FOR ANY REASON AND UPON ANY CAUSE OF ACTION (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY AND OTHER ACTIONS IN CONTRACT OR TORT) ARISING OUT OF OR IN ANY WAY RELATED TO THE SITE OR THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES ACTUALLY INCURRED UP TO TWO HUNDRED FIFTY DOLLARS ($250).

THE LIMITATION OF LIABILITY HEREIN APPLIES TO ALL LIABILITIES IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM YOUR USE OR YOUR INABILITY TO USE THE SITE, OR ANY OTHER MATTER ARISING FROM OR RELATING TO THE SITE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

8. Indemnity of XL. You agree to indemnify and hold XL harmless, and, at XL's request, to defend XL from and against any claim, demand, cause of action, debt, loss or liability, including reasonable attorneys' fees, to the extent that such action is based upon, arises out of, or relates to your use (or inability to use) the Services or any other activities of yours accomplished using the Services.

9. Order of Precedence. This Agreement governs your use of the Site and access to the Services. This Agreement does not modify, alter or amend any other agreement you have entered or will enter into with XL or any of its related or affiliated entities. To the extent that any provision of this Agreement, or any supplemental agreement offered as any part of any registration for additional Services on this Site, conflicts with any provision of your other agreements with XL or any of its related or affiliated entities, the terms of such other agreement, shall, as to the subject matter of that other agreement, take precedence over the conflicting term(s) of this Agreement. Accordingly, any terms in any insurance policy or certificate, including, without limitation, any XL Policy offered by means of this Site or otherwise shall, as to their subject matter, in all cases be binding, take precedence, govern and/or limit any conflicting terms on this Site, in this Agreement or in any supplemental agreement offered as any part of any registration for additional services on this Site.

10. Dispute Resolution. If a dispute arises out of or relates to this Agreement or its breach (with the exception of rights to injunctive relief with respect to Intellectual Property Rights and obligations with respect to confidentiality), and the parties have not been successful in resolving the dispute through direct negotiation, then the dispute shall be resolved in binding arbitration in accordance with the following procedures: (a) If you are domiciled in the United States, then (i) the dispute shall be resolved by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, (ii) any judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction, (iii) the location of the arbitration shall be New York, New York, USA, and (iv) the parties shall have the right to take discovery of the other party by any method allowed by the Federal Rules of Civil Procedure; and (b) If you are domiciled outside the United States, then (i) the dispute shall be resolved by arbitration under the rules of the London Court of International Arbitration, and (ii) the location of the arbitration shall be London, England, UK. Whether pursuant to Section 10(a) or 10(b) above, all of the following conditions shall apply: The arbitrator(s) shall each be a natural person who has never been employed (either as an employee or as an independent consultant) by either of the parties, or any parent, subsidiary or affiliate thereof. The arbitrator(s) may upon request exclude from in the arbitration preceding any evidence not made available to the other party pursuant to a proper discovery request. The arbitrator(s) shall issue a reasoned award. The cost of the arbitration shall be borne equally by the parties pending the award. Upon the decision of the arbitrator(s), the prevailing party shall be entitled to receive from the other party its reasonable attorneys' fees and costs. The parties, their representatives, other participants, the arbitrator(s) and the administrator(s) of the arbitration shall hold in confidence the existence, content and outcome of the arbitration.

11. Choice of Law and Forum. The Services are controlled by XL from within the State of New York, USA, although it may be accessed and used throughout the world. Subject to Section 9, by accessing or using the Services, you and XL each agree that the substantive laws of the State of New York, USA will govern with respect to all matters relating to or arising from this Agreement, or the use (or inability to use) the Services, and that such laws will apply without regard to principles of conflict of laws. Subject to the dispute resolution procedures set forth above, you and XL agree and hereby submit to the exclusive jurisdiction and venue of the appropriate State and Federal courts located in New York , New York , USA with respect to such matters. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Services must be filed or otherwise commenced within one (1) year after such claim or cause of action arose or be forever barred.

12. Miscellaneous Terms. Subject to the terms of Section 9 of this Agreement for the Site, this Agreement constitutes the entire agreement between you and XL with respect to the subject matter addressed herein, and governs your use of the Services, superseding any prior agreements between you and XL relating to such subject matter, but this Agreement may be supplemented by any other agreement you enter into with XL pursuant to a registration to access certain features of the Site. The failure of XL to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and that the other provisions of this Agreement remain in full force and effect. The section headings used in this Agreement are for convenience only and have no legal or contractual effect.

Without limiting the foregoing, XL's Services at the Site are not intended for use by or availability to minors. IF YOU ARE NOT LEGALLY AN ADULT UNDER THE LAW WHERE YOU LIVE OR IF YOU ARE UNDER 18 YEARS OF AGE, YOU MAY NOT ACCESS THE SITE OR USE THE SERVICES. IF SO, PLEASE IMMEDIATELY DISCONTINUE USE OF THE SERVICES AND DO NOT ACCESS THE SITE.

YOU HAVE READ AND UNDERSTAND AND BY USING OR ACCESSING THIS SITE, AGREE TO BE LEGALLY BOUND BY ALL OF THE FOREGOING TERMS AND CONDITIONS, ALL OF WHICH ARE INCORPORATED FULLY INTO THESE TERMS AND CONDITIONS.