Acceptance of Terms
By accessing and using the Hub, you acknowledge that you have read and understood this agreement and that you accept and agree to be legally bound by the terms and conditions contained in these Terms. If you are using the Hub on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these terms. In that case, “you” and “your” will refer to that organization. If you do not agree to these Terms, you should not access or use the Hub.
Modification of Terms and Hub
UL Solutions reserves the right to modify, amend, update, or delete these Terms at any time and for any reason without notice to you. Any such modifications, amendments, updates or deletions will be effective immediately upon posting. Your continued use of the Hub after such posting shall be deemed to constitute acceptance by you of the changes. Also, UL Solutions may change or discontinue any aspect, service or feature of the Hub over time as we refine and add more features at any time as well as discontinue the Hub itself in its sole discretion.
You are responsible for safeguarding the password that you use to
access the Hub and you agree not to disclose your password to any
third party. You are responsible for any activity using your account,
whether or not you authorized that activity. You should immediately
notify UL Solutions of any unauthorized use of your account. By accessing and
using this Hub, you hereby represent that you have a legitimate need
to use this Hub, specifically, that you are: (i) a current UL Solutions customer
in good standing and have received approval from UL Solutions for use of the Hub
marks or badge; (ii) an authorized vendor of a current UL Solutions customer in
good standing; or (iii) a retailer or distributor of UL Solutions certified
products. UL Solutions reserves the right to immediately delete your account at
any time if it learns that you do not have a legitimate need, to be
determined in the sole discretion of UL Solutions, to use this Hub.
The contents of the Hub (including, without limitation, all trademarks, service marks, certification marks, Smart marks, databases, badges, Smart badges, logos, corporate identifiers, designs, templates, graphics, text, webpages, computer code, the look and feel of the Hub, and the names, images and other materials contained in the Hub) (collectively, the “UL Solutions Materials”), are owned exclusively by UL Solutions and/or its affiliates and are protected by copyright, trademarks, database rights and other intellectual property rights. You acknowledge that you do not acquire any ownership rights in the UL Solutions Materials by use of the Hub.
If you are a current UL Solutions customer in good standing and have received authorization from UL Solutions for use of the Hub marks or badge, your use of the Hub marks or badge including Smart marks and badges are governed by all UL Solutions service agreements to which you are a party and must comply with UL Solutions's usage guidelines.
If you are an authorized vendor of a current UL Solutions customer in good standing, UL Solutions hereby grants you a limited, non-exclusive, non-transferable, revocable right and license to use the UL mark or badge which is ultimately generated by your use of the Hub’s mark and badge self-service procurement feature solely in connection with demonstrating certification of such UL Solutions customer’s UL certified product as long as such use conforms to UL Solutions's usage guidelines. This also includes the smart versions of the UL mark and badge. This license shall terminate immediately and automatically once you cease to be an authorized vendor of a current UL Solutions customer in good standing.
If you are a retailer or distributor of UL certified products, UL Solutions hereby grants you a limited, non-exclusive, non-transferable, revocable right and license to use the UL mark or badge which is ultimately generated by your use of the Hub’s mark and badge self-service procurement feature solely in connection with the advertising and promotion of a UL certified product as long as such use conforms to UL Solutions's usage guidelines. This also includes the Smart versions of the UL mark and badge. This license shall terminate immediately and automatically once you cease to be a retailer or distributor of UL certified products.
Scope of Use
In using the Hub, UL Solutions allows you to provide certain customer information in order to access the mark and badge self-service procurement features contained in the Hub (collectively, the "Services"). You agree to ensure that the information you provide is accurate, complete and true and that any use by you of an authorized mark or badge shall be in compliance with UL Solutions. You are solely responsible for all data and information you submit to the Hub. UL Solutions is not responsible and bears no risks or liabilities for any inaccurate, missing, omitted or incomplete information provided by you.
You also agree:
- To comply with these Terms and any additional terms associated with the downloading and use of any UL Solutions Materials, including without limitation all UL Solutions service agreements to which you are party;
- To use the in accordance with all relevant laws, and not for any illegal purpose;
- Not to use the Marks Hub to distribute computer viruses or other malicious code or to attempt any unauthorized access to any part or component of the Hub;
- Not to cause the whole or part of the Hub to be interrupted, damaged, rendered less efficient or to impair the effectiveness or functionality of the is in any way; and
- Not to copy, modify, decompile, reverse engineer, publish, distribute, transmit, misuse, participate in the transfer or sale, create derivative works, or in any way exploit, any of the UL Solutions Materials in whole or in part.
The Hub may contain areas or functionality that requests or enables you to post, upload or supply content (collectively, "Customer Content").
You are solely responsible for all Customer Content you upload or post to the Hub and for the consequences of your actions (including any loss or damage which UL Solutions might suffer) by doing so. UL Solutions does not control the Customer Content and, as such, does not guarantee the accuracy, integrity, quality or availability of such Customer Content. In no event shall UL Solutions assume or have any responsibility or liability for any Customer Content or for any claims, damages or losses resulting from the use and/or appearance of Customer Content on this Hub or by UL Solutions’s use of the Customer Content.
You hereby represent and warrant that you have all necessary rights in and to all Customer Content, including all information it contains and that such Customer Content shall be complete and accurate and that, to the extent it contains personal data for which you are a data controller, you are in compliance with any relevant data protection laws in furnishing it to us and agree that we may rely upon and process such information, including, without limitation, personal data, when providing you services. You further represent and warrant that no Customer Content infringes, violates or misappropriates any intellectual property or other rights of third parties or contain any libelous, tortious, or otherwise unlawful information or any executable files or malicious code. You acknowledge that Customer Content may be pre-screened, refused or removed in our sole discretion.
You understand and accept that we may share Customer Content with our affiliates, agents or subcontractors in order for us to operate the Hub, for the improvement of the Hub or to provide additional information about our services to you. You retain full ownership of Customer Content. These terms do not grant UL Solutions any rights to Customer Content or intellectual property except for the limited rights that are needed to operate the Hub or perform services for you which may be governed by any service agreement that you have with UL Solutions.
When you upload or otherwise submit Customer Content to the Hub, you give UL Solutions (and our agents) a worldwide license to use, host, store, reproduce, modify, create derivative works, communicate, publish, perform, display and distribute such Customer Content for the limited purpose of operating, promoting and improving our Hub. It is your responsibility to ensure that you have the necessary rights to grant us this license for any Customer Content that you submit to the Hub.
Disclaimer of Warranty; Limitation of Liability
YOUR USE OF THE HUB IS AT YOUR SOLE RISK. THE HUB IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. UL SOLUTIONS, ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR RESPECTIVE TRUSTEES, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, PARTNERS, CONTENT PROVIDERS AND LICENSORS EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO: (i) THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE; (ii) NON-INFRINGEMENT; AND (iii) THAT THE HUB WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT UL SOLUTIONS, ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR RESPECTIVE TRUSTEES, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, PARTNERS, CONTENT PROVIDERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF UL SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE HUB OR UL SOLUTIONS MATERIALS; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (iv) ANY OTHER MATTER RELATING TO THE HUB. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF MAY NOT APPLY TO YOU. IN SUCH STATES, UL SOLUTIONS’ LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You agree to indemnify and hold UL Solutions, its subsidiaries and affiliates, and each of their respective trustees, officers, employees, agents, contractors, partners, content providers and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of: (A) your use of the Hub and the UL Solutions Materials; (B) information you submit or otherwise make available through the Hub; (C) the infringement, misappropriation or other violation by you or any other user of the using your computer, of any intellectual property or other right of any person or entity; and/or (D) your violation of these Terms.
UL Solutions may terminate, limit or suspend your access to the Hub at any time without notice to you. Grounds for such termination, limitation of access or suspension include without limitation: (i) at UL Solutions’s convenience; (ii) breaches or violations of these Terms; (iii) requests by law enforcement or other government agencies; (iv) discontinuance or material modification to the Hub (or any part thereof); (v) unexpected technical or security issues or problems; and/or (vi) engagement by you in fraudulent or illegal activities. Further, you agree that all terminations, limitations of access and suspensions for cause shall be made in UL Solutions's sole discretion and that UL Solutions shall not be liable to you or any third party for any termination of your account, any associated email address, or access to the Hub. Upon termination of your access to the Hub for any reason, you agree to delete and/or destroy any UL Solutions Materials in your possession.
Governing Law and Jurisdiction
These will be governed by the laws of the State of Illinois, United States of America, without reference to any choice of law principles. Subject to the below dispute resolution provision, and without limiting its scope, you consent to the exclusive jurisdiction in the state courts and federal courts of competent jurisdiction in Cook County, Illinois, for any claims or disputes that are determined not to be subject to resolution by arbitration, as provided in the dispute resolution provision below.
Any dispute or disagreement relating to these Terms will be settled by confidential, binding arbitration administered by the International Centre for Dispute Resolution of the American Arbitration Association ("AAA") pursuant to the AAA Commercial Arbitration Rules and the Procedures for Large, Complex Commercial Disputes. The arbitration venue will be Chicago, Illinois, except for: (i) your principal place of business is in Europe, the venue will be London, UK; and (ii) Clients whose principal place of business is in Asia, Australia or New Zealand, the venue will be Singapore, Republic of Singapore. The arbitration will be conducted before a panel of three (3) arbitrators. Each arbitrator will be an individual with substantial commercial transactional experience of at least fifteen (15) years in a corporate or judicial legal setting. The arbitration panel will be selected as follows: you and UL Solutions will request a list of ten (10) arbitrators drawn from the AAA's panel of commercial arbitrators (to be experienced in and familiar with the AAA's Procedures for Large, Complex Commercial Disputes). From this list, both parties will each choose one arbitrator. After they have been notified of their panel selection, the two (2) arbitrators will agree on a third arbitrator from the list of ten (10), who will be the chair of the panel, and the panel will be final. The decision of the majority of the arbitrators will be the panel's decision. The arbitrators will not have the authority to add change, or disregard any provision in these Terms, award incidental, consequential, or punitive damages (including, but not limited to, loss of use, unjust enrichment, and/or lost profits), or exceed the limitation of liability provided for above. The panel's decision will be binding and judgment on the arbitration award may be entered by a court of competent jurisdiction. Arbitration will be the final remedy for any dispute between us arising out of these Terms, provided, however, that nothing herein shall prevent UL Solutions from seeking a court order such as for injunctive relief (in addition to other remedies) to stop or prevent misuse or misappropriation of its trademarks, confidential or proprietary information, or infringement of its intellectual property, in a court of law. All arbitrations shall be conducted in English.
These Terms constitute the entire agreement between you and UL Solutions and governs your use of the Hub, superseding any prior version of these Terms between you and UL Solutions with respect to the Hub. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms. The section titles in these Terms are for convenience only and have no legal or contractual effect.
You may have other agreements with UL Solutions or its affiliates or subsidiaries. Those agreements are separate and in addition to these Terms. These Terms do not modify, revise or amend the terms of any other agreements you may have with UL Solutions. Please review the terms of those other agreements as they govern your relationship with UL Solutions and the services which may be provided by UL Solutions through this Hub.
The UL Mark
Your use of the Hub does not grant you any authorization or any other rights to use the family of trademarks, service marks, certification marks, trade names, logos, domain names, corporate identifiers and other intellectual property rights that are owned by UL Solutions, including those containing or including "UL," "Underwriters Laboratories" and variations and formatives thereof (collectively, the "UL Marks"). Your authorization and rights to use any UL Marks is strictly governed by the terms of any applicable services agreement you may maintain with UL Solutions. If you do not have any other services agreement with UL Solutions you cannot use the UL Marks without prior written permission from UL Solutions.