Acceptance of Terms
By accessing and using the Hub, or any Application, 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 or any of the Applications contained therein.
The Hub may contain areas or functionalities that allow, request, or enable you to post, upload, or supply information or content (collectively, “Customer Content”) in order to utilize the features and functions of the Hub and any Applications.
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 such change. Your continued use of the Hub after such change shall be deemed to constitute acceptance by you of the changes. Also, UL Solutions may refine, add, change, or discontinue any aspect, service, function, or feature of the Hub at any time or discontinue the Hub itself, in UL Solutions’ sole discretion.
Access and Use
UL Solutions grants to you a limited, non-exclusive, non-transferable, revocable right to access and use the Hub and UL Solutions Materials (defined below) solely for your internal business purposes in accordance with these Terms.
If you are a current UL Solutions customer in good standing and have received authorization from UL Solutions for use of the Hub, labels, marks, or badge, your use of the Hub, labels, marks, or badge are governed by all UL Solutions service agreements to which you are a party and must comply with UL Solutions usage guidelines.
If you are an authorized vendor of a current UL Solutions authorized customer in good standing, UL Solutions hereby grants you a limited, non-exclusive, non-transferable, revocable right and license to use the mark or badge generated by your use of the Hub on behalf of such customer at such customer’s direction as long as such use conforms to UL Solutions usage guidelines. This license shall terminate immediately and automatically once you cease to be an authorized vendor of a current UL Solutions customer.
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 mark or badge generated by your use of the Hub’s self-service procurement features solely in connection with the advertising and promotion of a UL certified product as long as such use conforms to UL Solutions usage guidelines. This license shall terminate immediately and automatically once you cease to be a retailer or distributor of UL certified products.
Your Representations and Warranties
By accessing and using this Hub, you hereby represent and warrant 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, labels, marks, or badge; (ii) an authorized vendor of a current UL Solutions customer in good standing described in clause (i); 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.
You further represent and warrant that you (i) have full power and authority to enter into these Terms; (ii) will 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; (iii) will comply with all applicable laws and regulations in the performance of your obligations hereunder; (iv) 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 such Customer Content does not infringe, violate, or misappropriate 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; and (v) are authorized under such laws to provide UL Solutions with any personal data and have obtained any necessary consent or other requirements in compliance with laws to furnish such data and for UL Solutions to process such personal data.
You are solely responsible for: (i) your activities with respect to the Hub; (ii) submitting and uploading (including for any inaccurate, missing, omitted, or incomplete Customer Content) Customer Content into the Hub; (iii) validating the accuracy, completeness, integrity, quality, legality, reliability, and availability of the Customer Content and of any content exported from the Hub; (iv) obtaining and maintaining all systems, communications, and telecommunications infrastructure needed to access and use the Hub; (v) keeping passwords and account information accurate, promptly updated, and secret and for all acts that occur if you fail to do so; (vi) all use of your account and Hub by anyone authorized by you; and (vii) ensuring you are authorized to share any Customer Content provided to UL Solutions.
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.
The contents of the Hub (including, without limitation, all trademarks, service marks, certification marks, labels, databases, 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 or licensees 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 or any Application.
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, and corporate identifiers 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.
You shall not:
- license, sublicense, sell, resell, transfer, assign, distribute (unless you are required for regulatory compliance purposes), copy, modify, decompile, reverse engineer, publish transmit, misuse, participate in the transfer or sale, create derivative works, or otherwise commercially exploit or make available to any third party the Hub or the UL Solutions Materials in any way;
- use the Hub in a time-sharing, service bureau or reseller capacity;
- modify or make derivative works based upon the Hub or the UL Solutions Material;
- create unauthorized internet “links” to the Hub or “frame” or “mirror” any portion of the Hub or UL Solutions Material on any other server or wireless or internet-based device;
- reverse engineer or access the Hub in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions, or graphics of the Hub, or (iii) copy any features, functions, or graphics of the Hub;
- access (or attempt to access), or systematically retrieve data from, any part of the Hub through any automated means (including the use of scripts, bots, or web crawlers) because gathering data from the Hub through harvesting or automated means that are not enabled or approved through the Hub itself is strictly prohibited;
- use the Hub to distribute computer viruses or other malicious code or to attempt any unauthorized access to any part or component of the Hub;
- engage in any activity that causes the whole or part of the Hub to be interrupted, damaged, rendered less efficient, or to impair the effectiveness or functionality of the Hub, or to misuse of the Hub in any way
- access the Hub by any means other than through the HTML or other interface that is provided by UL Solutions for use in accessing the Hub;
- direct or allow any other person to do any of the foregoing.
You acknowledge that Customer Content may be pre-screened, refused or removed from the Hub in UL Solutions’ sole discretion.
By using the Hub, including when you create, upload, or otherwise submit Customer Content to the Hub, you give UL Solutions (and UL Solutions agents) a worldwide, perpetual, right and 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 the Hub, to provide additional information about UL Solutions services to you, or use aggregated and anonymized data derived from Customer Content and your use of the Hub (the “Aggregated Data”) or for UL Solutions’ business purposes, including the provision of products and services to you and UL Solutions’ other clients. Any such Aggregated Data will not be considered Customer Content. You further consent that UL Solutions may review your account, including the Customer Content therein, for the purpose of monitoring your usage of the Hub and any Applications, and developing improvements or corrections to the Hub and any Applications. It is your responsibility to ensure that you have the necessary rights to grant UL Solutions these rights and this license. 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 any Applications or perform services for you which may be governed by any service agreement that you have with UL Solutions.
The Hub, and any Applications are not intended as the primary storage for Customer Content, and you are responsible for all Customer Content that you transmit or that relates to any activity you have undertaken using the Hub and any Applications including independently maintaining copies of any Customer Content uploaded to or created in the Hub or any Applications. Customer Content within the Hub or any Applications may not be treated as the location of such content for the purposes of your quality management system. Although UL Solutions performs regular routine backups of Customer Content, You agree that UL Solutions has no liability to you for any loss or corruption of any such Customer Content. and you hereby waive any right of action against UL Solutions arising from any such loss or corruption.
Disclaimer of Warranty; Limitation of Liability
YOUR USE OF THE HUB AND ANY APPLICATIONS IS AT YOUR SOLE RISK. THE HUB AND ANY APPLICATIONS ARE 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; (iii) THAT THE HUB OR APPLICATIONS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; AND (iv) WITH RESPECT TO THE QUALITY, INTEGRITY, ACCURACY OR COMPLETENESS OF ANY UL SOLUTIONS MATERIALS OR OTHER INFORMATION OBTAINED OR USED BY YOU THROUGH THE HUB OR ANY RELATED APPLICATIONS. YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO YOUR USE OF THE HUB AND ANY RELATED APPLICATIONS.
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 DIRECT, 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, ANY APPLICATIONS, UL SOLUTIONS MATERIALS, OR CUSTOMER CONTENT; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF, LOSS OR DAMAGE TO YOUR CUSTOMER CONTENT, 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 JURISDICTIONS, 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, liability, cost, expense, or demand, including reasonable attorneys' fees due to or arising out of: (i) your use of the Hub, any Applications, and the UL Solutions Materials; (ii) Customer Content; (iii) the infringement, misappropriation, or other violation by you of any intellectual property or other right of any person or entity; (iv) your violation of these Terms; and/or (v) death, personal injury or property damage relating to your provision of products or services.
The Hub, including Applications, may contain code, content, features, functionality, and components that are provided by third parties. In addition, electronic ordering and/or other products or services used in connection with the Hub may be offered through UL Solutions but will be provided by third parties. Furthermore, the Hub, or Applications, may require data and information from third parties in order to work properly. You acknowledge and agree that UL Solutions is not responsible for the availability of such third party content or resources, and does not endorse and is not responsible or liable for the accuracy or completeness of such third party products or your use thereof. If you decide to access any of the third party websites linked to the Portal, you do so at your own risk. ANY SUCH THIRD-PARTY PRODUCTS OR SERVICES SHALL BE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND BY UL SOLUTIONS. ALL RIGHTS AND OBLIGATIONS WITH RESPECT TO SUCH THIRD-PARTY PRODUCTS OR SERVICES SHALL BE GOVERNED EXCLUSIVELY BY THE TERMS AND CONDITIONS OF AGREEMENTS PROVIDED BY SUPPLIERS OF SUCH THIRD-PARTY PRODUCTS OR SERVICES AND YOU HEREBY RELEASE UL SOLUTIONS FROM ALL LIABILITY AND RESPONSIBILITY WITH RESPECT THERETO.
By submitting ideas, documents, suggestions and/or feedback regarding how UL Solutions may improve the Hub (“Feedback”), you acknowledge and agree that: (i) your Feedback does not contain confidential or proprietary information; (ii) UL Solutions is not under any obligation of confidentiality, express or implied, with respect to the Feedback; (iii) UL Solutions may use or disclose (or choose not to use or disclose) your Feedback for any purpose, in any way, in any media worldwide; (iv) UL Solutions may have something similar to the Feedback already under consideration or in development; (v) your Feedback automatically become the property of UL Solutions without any obligation of UL Solutions to you and you hereby assign to UL Solutions all right, title, and interest (including all intellectual property rights) in such Feedback; and (vi) you are not entitled to any compensation or reimbursement of any kind from UL Solutions under any circumstances.
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’ 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; (vi) changes to regulatory or legal requirements regarding any services offered by UL Solutions and/or (vii) engagement by you in fraudulent or illegal activities. Further, you agree that all terminations, limitations of access and suspensions shall be made at UL Solutions’ 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, or any Applications, for any reason, you agree to delete and/or destroy any UL Solutions Materials in your possession. Upon termination, UL Solutions may retain a copy of Customer Content as needed and subject to any laws for UL Solutions’ compliance purpose.
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) your 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 (1) 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 UL Solutions Materials, confidential or proprietary information, or infringement any of UL Solutions Materials, 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, including Applications, superseding any prior version of these Terms between you and UL Solutions with respect to the Hub, including Applications. 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. 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.