All other trademarks/service marks referred herein are property of their respective owners.
2.3 overlayipm.com,and all other applicable domains on this site are registered internet domains of Company or applicable third parties.
2.4 You are not permitted to copy, transmit, publish, reproduce, redistribute, modify, sell, create derivative works or publicly display, perform or distribute or otherwise use this site or the content provided on this site for any non-personal or commercial purposes without prior written authorization by Company.
2.5 In the event you believe that any content or activities on this site infringe your intellectual property rights, please immediately notify the Company in writing of such with proper identification and supporting materials. Pursuant to Title 17, section 512(c)(2), notification of claimed copyright infringement should be sent to OIPM at One Strawberry Hill Ave. Suite 2F Stamford, CT 06902, ATT: President.
3. Conditions of Access/Use
3.1 As a condition of your access and use of this site, you warrant to Company that you will not access and use this site for any unlawful purpose; and that you are not now or have not been on any disqualifying list of the U.S. Department of the Treasury, Office of Foreign Assets Control SDN or the U.S. Department of Commerce, and there is no basis under prevailing law to prohibit you to access and use this site.
3.2 You agree to abide by all applicable federal, state, local and international laws, regulations and rules, including without limitation, tax laws, custom duties, import/export (or re-import/export) controls, and you agree that you are solely responsible for all acts or omissions associated with your access and use of this site.
3.3 You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
3.4 You agree to abide by all the proprietary notices contained in the content of this site and retain such notices in any copy thereof, in whole or in part.
3.5 You agree not to use any software or device to interfere or attempt to interfere with the proper functioning of this site in any manner or by any means.
3.6 You agree not to extract data, content or software from this site in any manner or by any means unless expressly permitted herein or by Company in writing.
3.7 Any use or access to this site or the Content thereof is prohibited unless expressly permitted herein or by Company in writing.
4. Non-Exclusive Revocable License
Access and use of this site is subject to a non-exclusive, personal and revocable license from Company that is subject to suspension, cancellation, transfer or modification at any time pursuant to the policies of Company then in effect.
5. Links to Third Party Sites [Dealing Through This Site/Alliances/Partners And Other Third Parties]
5.1 Links from other sites to this site are not permitted without the prior written consent of Company.
5.2 Other internet sites linked to this site, are not associated or affiliated with Company and are not within Company's control. Company assumes no obligation or liability for the acts or omission of those sites whatsoever.
5.3 The links are provided for your information and convenience only, and they do not imply or suggest endorsement by Company of the linked sites or the content thereof. You agree not to involve Company into any disputes between you and such linked sites.
6.1 Any content, including documents software and related documentation downloaded from this site is subject to the applicable license terms for such.
6.2 Content on this site may be subject to government control or other restrictions, including without limitation, those established by the U.S. Department of Commerce. By visiting and using this site, you acknowledge these restrictions and agree to be subject thereto and to comply therewith.
7.2 This site may contain references or cross references to products and services that are not announced or available to you. Such references, if any, shall not imply that any party intends to announce such products or services to you. You should consult the business representatives of the sponsors for information regarding the products and services that may be available to you.
In the event you access and use this site on behalf of another person or entity, you accept the liability for any harm caused by wrongful access and use of this site by such person or entity which is inconsistent with the terms hereof or applicable law.
10. Your Communications To/Through This Site
10.1 You are not permitted to transmit to or through this site any content which is untrue, unlawful, harmful, threatening, abusive, malicious, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of privacy, infringing of intellectual property rights, or racially, ethically or otherwise objectionable.
10.2 Unless otherwise agreed upon in writing by Company, any communication you transmit to or through this site shall be considered non-confidential and non-proprietary. By sending such you grant Company an unrestricted and irrevocable license to use, reproduce, display, perform, modify, transmit, incorporate, distribute and otherwise use its content, and any data, images, sounds, text ideas, concepts, know-how or techniques contained therein for any commercial or non-personal purpose without limitation and without attribution or compensation to you.
10.3 Company may but shall have no obligation to monitor, limit or restrict or retain or forward any communication you transmit to or through this site.
10.4 Company reserves the right at all times to review, retain, extract and/or disclose any communication you transmit to or through this site, as necessary to satisfy any applicable law, regulation, legal process, governmental request or the terms and conditions hereof. By doing so, however, Company does not, either expressly or impliedly, endorse, affirm or in any manner assume any responsibility for such communications.
11. Ownership of Data
Company is the sole owner of all rights, title and interests to and in this site, the database and compilation thereof, and the derivative data generated therefrom.
12. System Performance
The availability of this site and the response time of this site is not guaranteed at any level or for any period of time. In the event there is system degradation, Company reserves the right, in its sole discretion, to temporarily or permanently filter or block the sources of large volume of electronic messages.
Any notices from Company to you shall be deemed given if published on this site or sent by E-Mail to you.
14. General Disclaimer and Disclaimer of Warranty
14.1 This site and the Content provided on this site may be subject to technical inaccuracies or interruptions, errors, prior modifications, subsequent changes, withdrawal or discontinuance at any time without notice. The accuracy, completeness, security and proper functioning of this site are not guaranteed.
14.2 This site and its linked sites may be subject to such items as viruses, worms, trojan horses or other items of a destructive nature. It is your responsibility to take precautions related thereto.
14.3 NO OFFER OR SOLICITATION IS MADE BY THE COMPANY HEREIN AND NONE MAY BE INFERRED, EXCEPT AS EXPRESSLY STATED ON THIS SITE.
14.4 THE CONTENT PROVIDED ON THIS SITE IS PROVIDED "AS IS". NO WARRANTIES OR REPRESENTATIONS OF ANY NATURE ARE EXTENDED HEREBY NOR CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE, INCLUDING, BUT NOT LIMITED TO EXPRESS OR IMPLIED WARRANTY, WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
15. Limitation of Liability
IN NO EVENT SHALL COMPANY NOR ITS THIRD PARTY VENDORS BE LIABLE TO YOU FOR ANY DIRECT (EXCEEDING US$1,000.00), INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, TANGIBLE OR INTANGIBLE DAMAGES YOU MAY INCUR IN CONNECTION WITH YOUR ACCESS OR USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO DAMAGES FOR LOST REVENUE, LOST PROFITS, BUSINESS INTERRUPTION, LOST INFORMATION OR DATA, COMPUTER INTERRUPTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES ARISING FROM OR RELATED TO THE USE OF OR INABILITY TO USE THIS SITE, LOSS AND DAMAGES RESULTED FROM INTERCEPTION OF THIS SITE BY THIRD PARTIES, RESULTED FROM LEAVING THIS SITE VIA A LINKED SITE, OR RESULTED FROM ANY CLAIM BY ANY OTHER PARTY, EVEN IF COMPANY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER OR NOT THE CIRCUMSTANCES GIVING RISE TO SUCH CAUSE MAY HAVE BEEN WITHIN THE CONTROL OF COMPANY.
By accessing or using this site, you agree to indemnify and hold harmless Company and its shareholders, directors, officers, employees, representatives, agents, successors and assigns from any loss, damages, including without limitation, direct, indirect, punitive, tangible or intangible, incidental, special or consequential damages, and expenses, including but not limited to, attorneys' fees, arising or resulting from or in any way connected with your access and/or use of this site, including without limitation, transmitting any communications to or through this site.
17. No Assignment
Your rights and obligations provided hereunder are not assignable. Any attempted or actual assignment thereof by you shall be null and void unless expressly consented to in writing by Company.
18. Governing Law
18.1 This site is controlled and operated by Company from its offices in Stamford, Connecticut of the United States.
18.2 Access and use of this site shall be governed by the law of the State of Connecticut without regard to its conflict of law principles.
Any controversy or claim relating hereto shall be resolved exclusively by final and binding arbitration under the rules of the American Arbitration Association then in effect, in its offices in Stamford, Connecticut, USA. The language of the arbitration shall be English. Judgment upon the arbitration award may be entered in any court having jurisdiction.
Without limiting the applicability of the arbitration provision above, you consent to the jurisdiction of the federal and state courts having jurisdiction in Stamford, Connecticut of the United States of America, with respect to the enforcement of the arbitration provisions hereof or any arbitration award or entry of judgment arising therefrom and you waive any claim of lack of jurisdiction, improper venue or inconvenient forum. In addition, in any such court proceeding, you agree to waive the right to a jury, if any.
21. Superseding Construction and Severability
Should any provision(s) provided herein be determined to be invalid or unenforceable pursuant to applicable law by a competent court or arbitral body with jurisdiction, a valid and enforceable construction that is most close to the original commercial intent thereof shall be given to and supersede such provision(s), and the balance hereof shall remain in effect.
22. Survival of Rights and Remedies
22.1 The rights and remedies of Company hereunder shall be cumulative and may be exercised concurrently or consecutively at Company's option, in addition to the rights and remedies available to Company at law and in equity, and shall survive the termination of your access and use of this site.
22.2 All rights and remedies not expressly provided herein are hereby reserved by Company.
23. Revision and Amendment
23.1 No modification or amendment of any provision provided herein shall be valid unless the same is in writing and signed by Company.
23.2 Company reserves right to revise or amend this Legal Notice at any time.
24. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS AND UNDERSTAND AND AGREE TO ALL OF THEM IN THEIR ENTIRETY. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF USING THIS INTERNET SITE, AND ARE NOT RELYING OPON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH HEREIN.
25. Entire Agreement
By access and use this site, you agree that the terms and conditions contained and referenced in this Legal Notice represent the entire understanding between Company and you with respect to your access and use of this site, and supersede any prior understanding or communications with respect to the subject matter hereof, unless otherwise agreed in writing and signed by Company.
Overlay Insurance Portfolio Management LLC. (hereinafter referred to as "Company") hereby provides access to the contents of this site subject to the terms and conditions herein. You are invited to visit and use this site subject to your agreement to and compliance with the terms hereof, and the General Disclaimers and Privacy Notice.
2. Proprietary Rights
2.1 The content provided on this site, including, but not limited to the text, graphics, logos and images, the forms of expression thereof and the software used or available on this site, is proprietary to Company or applicable third parties who have granted Company the right or license to use such, and is protected by the United States and international laws.
.2 The following are service marks, and/or trademarks of Overlay Insurance Portfolio Management LLC: We make what you have, work all together, as one / Defensibility. Demonstrability. Manageability. Deliverability./ replace replacement / From which policy, into which policy, which policy, when and how?.
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