EFFECTIVE DATE: 4/2/2018

 

SPOT TERMS AND CONDITIONS AGREEMENT (T&Cs)

UL’s SPOT® Sustainable Product database and information website (“Site“). UL provides information on its Site to anonymous non-members (“VISITORS”) and offers enhanced, special access to registered members (“MEMBERS”) and UL registered customers (“CUSTOMERS”) in good standing, all subject to the following Terms.  Your use of the Software and your access to the Site is subject to these Terms.   Please read these Terms carefully before using the Software and accessing the Site.

ACCEPTANCE OF TERMS

By accessing and using the Site and/or clicking the “I Agree” to the use of cookies (VISITORS) and/or when you register (MEMBERS and CUSTOMERS), you acknowledge that you have read and understood these Terms and that you accept and agree to be legally bound by the Terms. We may collect information which may be deemed personal data information in some countries, about you and/or the way you use this Site or Software. If you are using the Site or Software on behalf of an organization as a UL registered customer, 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 Term, you should not access or use the Site or Software.

Your agreement with UL to use the Site or Software will always include, at a minimum, the Terms set forth herein. These shall be referred to as the “Master Terms.” If you register as a UL registered customer, in addition to these Master Terms, your agreement with UL will also include the terms and conditions in the sections entitled Customers Only Terms and these shall be referred to as the Additional Terms. If there is any conflict between these Master Terms and any Additional Terms, then the Additional Terms shall take precedence with respect to that service. The Master Terms and Additional Terms shall collectively be referred to as the “Terms.”

 

LANGUAGE OF THE TERMS

Where UL has provided you with a translation of the English version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with UL. If there is any conflict between the English language version of the Terms and a translation, then the English language version shall take precedence.

CHANGES TO TERMS

UL 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 to the Site, and we will note near the top of this page the date that such changes were made and/or when they become effective. Your continued use of the Site or Software after such posting shall be deemed to constitute acceptance by you of the changes.  Also, UL may change or discontinue any aspect, service, online program or feature of or on the Site or Software, including the ability to search and access technical product documents, to utilize project folders and to request direct technical assistance from product suppliers (collectively, the “Services“) at any time as we refine, add or remove features (e.g., content, availability, functionality, etc.).

ELECTRONIC SIGNATURE AND DISCLOSURE CONSENT NOTICE

You agree to the use of electronic documents and records in connection with your registration for the Site or Software and all future documents and records in connection with the Site including without limitation this electronic signature and disclosure notice and that this use satisfies any requirement that we provide you these documents and their content in writing. If you do not agree, do not accept these Terms. To receive or access electronic documents and records, you must have the following equipment and software: (a) a device that is capable of accessing the Internet; (b) an Internet browser that supports 128-bit SSL encryption, such as Microsoft Internet Explorer 8 and higher, Firefox 20 and higher, Chrome 25 and higher; and (c) software that permits you to receive and access Portable Document Format or “PDF” files, such as Adobe Acrobat Reader 8.0 or higher, Microsoft Office, and email. To retain documents and records, your device must have the ability to download and store PDF files. Your access to this page verifies that your system and device meets the above receipt, access, and retention requirements. Your clicking on the “Login” button indicates your signature and your acceptance of this notice and these Terms.

COOKIES AND MARKETING MATERIALS

UL uses “cookies” to provide its services and to improve the interactive experience of visitors and users to the services provided by the Site and Software. “Cookies” are a small text file placed in the web browser of the visitor or user by UL’s web server. These cookies do not collect personally identifiable information and cannot read data off of the hard disk of the visitors or users or read cookie files created by other sites. UL uses cookies to identify which areas of its Site or Software are visited so those pages may be readily accessible during subsequent visits and to better personalize the content that is seen. Preference and option configurations in the web browser of a visitor or user determine if and how a cookie will be accepted. Visitors and users can change those options at any time as they so desire.

UL often uses e-mail and other forms of communications to respond to inquiries that it receives and to provide information and materials to visitors, users and the public. UL often saves the content of e-mails and other communications to it in order to help UL better run its business. UL values feedback about our software and services, and it may, from time to time, send e-mails or direct communications to registered users (MEMBERS and CUSTOMERS). In addition, UL, its third-party partners, and third-party advertisers may provide you with advertisements that you may see on the services or on other affiliated Web sites. To improve the relevancy and help measure the effectiveness of such advertisements, UL partners may use cookies, Web beacons, clear gifs or similar technologies. These are used to record users’ online activity, such as the pages visited, and to learn what types of information are of most interest to the user’s information and materials regarding activities of UL and its suppliers and affiliates (including promotions related to services) may be sent to visitors, users and the public.

Such marketing communications will be provided to registered users with the appropriate “opt-in” option as required of UL. Should a person so receiving such a communication later choose to opt-out of receiving promotional communications from UL, such a person must send UL written notice of such request as specified below.

THIRD PARTY COOKIES

We embed third party functionality into our website:

• Google Analytics is used to analyze traffic on our website;
• YouTube is used to play video content on our website; and
• Google Maps is used to provide map functionality on our website.

These third parties may set functionality and analytical cookies on the Site which are necessary or useful to make their services work on the Site. These cookies are set by the third parties; UL only allows them to do so by including their services in the Site. However, the data controllers of the personal data, to the extent personal data is collected by those cookies, are those third parties. Google/YouTube does not allow users to set cookie preferences. See https://www.google.com/policies/technologies/cookies/. You can change your third party cookie preferences by setting your browser settings in a way that you are informed if cookies are downloaded on to your computer or mobile device and that you are able to decide on: the acceptance of certain cookies in certain cases; a general acceptance; or rejection. Please be aware that in case of a rejection of third party cookies, the functionality of the third party services on our Site may be impaired for you.

PRIVACY NOTICE

Most cookies may constitute personal information. Our Privacy Notice contains more information on how we may use, handle and disclose your personal information, how you can access your personal information and request the correction of your personal information, how you can complain about a breach of the law and how we will deal with that complaint.

HOW YOU MAY USE THE SITE

You agree to use the Site and Software only for lawful purposes and as permitted by these Terms, and not to engage in any conduct that restricts or inhibits any other user from using or enjoying the Site or Software. You shall not post on or transmit through the Site or Software: any defamatory or abusive statements; statements that threaten the persons of others; advertising or other forms of solicitation; or statements that are bigoted, hateful, racially offensive, or that endorse or advocate illegal activity. You agree not to engage in any conduct in connection with your use of the Site or Software that is anti-competitive, deceptive or otherwise in violation of any law including those governing competition or trade practices. You further agree not to tamper with the Site or Software or their functionality. You shall not post or transmit any information, file or software that contains a virus, worm or any other potentially contaminating or destructive information, data or feature.

SUGGESTIONS SUBMITTED TO UL THROUGH THE SITE

By submitting ideas, suggestions, documents, and/or proposals (“Suggestions“) to UL through its suggestion or feedback pages, by email, or by phone or by otherwise providing Suggestions to UL, you acknowledge and agree that: (a) your Suggestions do not contain confidential or proprietary information; (b) UL is not under any obligation of confidentiality, express or implied, with respect to the Suggestions; (c) UL may use or disclose (or choose not to use or disclose) your Suggestions for any purpose, in any way, in any media worldwide; (d) UL may have something similar to the Suggestions already under consideration or in development; (e) your Suggestions automatically become the property of UL without any obligation of UL to you and you hereby assign to UL all right, title and interest (including all intellectual property rights) in such Suggestions; and (f) you are not entitled to any compensation or reimbursement of any kind from UL under any circumstances.

INTELLECTUAL PROPERTY

The materials, information and other content contained on the Site and Software (“Content“), including data collection, product and project management and monitoring algorithms, are proprietary to and owned exclusively by UL, its affiliates and/or third parties. Without limiting the generality of the foregoing, UL and/or its affiliates own copyright in the selection, coordination, arrangement and enhancement of such Content. This Content is protected under federal and state intellectual property laws and international treaties. You acknowledge that you do not acquire any ownership rights in the Content by use of the Site or Software. UL grants you a limited, revocable, non-exclusive and non-transferable license to use and display the Content only on your computing device and only for those limited purposes associated with your interaction with the Site or Software. Except as expressly stated herein, you have no right to copy, download, display, perform, decompile, reverse engineer, reproduce, distribute, transmit, modify, create derivative works of, edit, alter or enhance any of the materials in any manner. You agree not to “frame” or “mirror” the Site or Software, or any Content contained on or accessible from the Site or Software, on or from any other server or device without the advanced written authorization of UL. You also agree not to access (or attempt to access), or systematically retrieve data from, any part of the Site or Software through any automated means (including use of scripts, bots or web crawlers). Gathering data from the Site or Software through harvesting or automated means is strictly prohibited.

This limited license terminates automatically, without notice to you, if you breach any of these Terms. This limited license may also be terminated at any time in UL’s sole discretion. You may also terminate this license at any time by ceasing to use the Site or Software.

TRADEMARKS AND OTHER INTELLECTUAL PROPERTY RIGHTS

UL, the UL logo, SPOT, and all related product and service names, design marks and slogans are the proprietary trade names, trademarks, service marks and/or registered domain names of UL or its affiliates. Other trade names, trademarks, service marks and domain names contained on the Site and Software are the intellectual property of their respective owners. Any product, process, or technology described in the materials on the Site may be the subject of other intellectual property rights owned by UL or other parties and are not licensed hereunder. Unless otherwise expressly provided to you in writing by UL such as when authorized pursuant to a separate agreement between you and UL or its affiliates which may authorize you to use a UL trademark (“Certification Agreement”) and in accordance with the UL Brand Guidelines, you are not granted any right or license to use any trade name, trademark, patent or other intellectual property right of UL, its affiliates or any other party.

You further agree that any and all information obtained by you during reverse engineering and/or decompiling activities, including but not limited to, the organization, logic, algorithms and processes of UL shall be deemed to be the confidential and proprietary information of UL or its licensors. Without further remuneration (except for your out-of-pocket expenses) and whether or not these Terms are in effect, you shall, at UL’s request, execute and deliver to UL or its affiliates or its licensors any documents and give all reasonable assistance which may be essential or desirable to secure to, assign, and vest in UL or its affiliate or licensors, the sole and exclusive right, title, and interest in and to all such UL information.

COUNTRY SPECIFIC RESTRICTIONS

The Site is hosted by UL from the United States. UL makes no representation that the Site is appropriate or available for use at other locations outside of the United States. Access to the Site from territories where the Site’s content is illegal is prohibited. If you access the Site from a location outside of the United States, you are responsible for compliance with all applicable laws. You may not use the Site or export information and materials in violation of the export laws of the United States or any other country.

CONSENT TO MONITORING AND DISCLOSURE

UL is under no obligation and does not assume any obligation to monitor the information residing on or transmitted to or from the Site. UL undertakes no obligation to determine whether your conduct during your use of the Site or Software complies with applicable laws or regulations. However, you agree that UL may in its sole discretion monitor the Site and Software in connection with its operation in order to protect users of the Site and Software and comply with applicable laws, regulations or requests from governmental authorities. Unless otherwise prohibited by applicable law, confirmed in writing by UL or covered as confidential in the Privacy Policy, all information provided by you to UL in connection with the Site and Software shall be deemed not to be confidential, and UL will not protect any such information from disclosure.

While UL does not sell, transfer or provide your personal information to third parties unless permitted above, UL may provide aggregate and other information to third-parties. Such information does not personally identify individuals, but instead provides a helpful understanding of the groups of people, including firms and organizations, who prefer certain types of information and services. UL may also collect general data pertaining to every visitor to its Site and user of Software, including, but not limited to, the IP location, the domain name, the Web page, the length of time spent on the Software and/or Site, project locations and the data pages accessed while visiting the Site and Software (the “Data”). This information may be collected to, among other things: aggregate statistical information, facilitate system administration, and manage and improve UL services. The Data will not be considered your information of confidential information and UL shall be free to use, disclose, and distribute such Data to third parties without limitation.

TO BE CLEAR, by registering and providing personal information to us or through the Software and Site, all users, including, but not limited to, users in the European Union, fully understand and consent to the collection and processing of such information in the United States of America. Furthermore, you are advised that UL may disclose personally identifiable information as well as non-personal identifiable information to operate its business and to respond to and address legal process, for example, in response to a court order or a subpoena. We also may disclose such information in response to government and law enforcement agency’s request, or where we believe it is necessary to investigate, prevent, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the physical safety of any person, violations of our terms of use, or as otherwise required by law. In addition, we may transfer information about you if we are acquired by or merged with another company

SITE REFERENCES AND LINKS

References on the Site and/or Software to any such products or services or the inclusion on the Site of links to, or frames of, the web sites or computer systems of any third parties does not constitute or imply an endorsement by UL of such products, services, web sites or systems. UL makes no representation or warranty and disclaims all liability with respect to, and is not responsible for the quality of, the products, services, web sites or computer systems provided by third parties that may be referred to on, or accessible through, the Site or Software. The linked sites are not under the control of UL, and UL is not responsible for the content available on any other websites linked to through the Site or Software UL provides links to other web sites as a convenience to users, and access to any other websites linked is at your own risk.

DISCLAIMER

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE USE OF THE SITE AND SOFTWARE, THE CONTENT AND THE INTERNET GENERALLY. THE CONTENT PROVIDED ON THE SITE AND THROUGH THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT ALLOWED BY LAW. NEITHER UL NOR ITS AFFILIATES WARRANT THAT THE CONTENT ON THE SITE, THE SOFTWARE, OR ON THE INTERNET GENERALLY WILL BE UNINTERRUPTABLE OR ERROR FREE OR THAT ANY SYSTEMS, SOFTWARE INFORMATION, BIM OBJECT YOU CREATE OR OTHER MATERIAL ACCESSIBLE ON OR THROUGH THE SITE SERVER IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO ADVICE OR CONTENT, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM UL OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS. UL AND ITS AFFILIATES DO NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION DISCLOSED ON THE SITE, SOFTWARE, OR OTHER CONTENT ACCESSIBLE THROUGH IT. UL EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES THAT ANY TRADEMARKS, SERVICE MARKS, CERTIFICATION MARKS, LABELS, TEXT, GUIDANCE OR OTHER CONTENT ON THE SITE WILL COMPLY WITH THE GREEN GUIDES, 15 USC SEC 45, OR OTHER APPLICABLE LAWS AND REGULATIONS, AND IN NO EVENT SHALL UL HAVE ANY LIABILITY IN CONNECTION THEREWITH. UL DOES NOT PROVIDE LEGAL ADVICE, AND NO UL PROVIDED SERVICE OR DELIVERABLE SHALL BE CONSTRUED OR INTERPRETED AS LEGAL ADVICE. IT IS YOUR SOLE RESPONSIBILITY TO COMPLY WITH THE US FTC ACT, THE GREEN GUIDES AND ALL OTHER APPLICABLE LAWS AND REGULATIONS REGARDING ENVIRONMENTAL MARKETING CLAIMS AND PRACTICES, AND YOU SHOULD CONSULT LEGAL COUNSEL FOR ADVICE ON THIS TOPIC.

UL SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED, OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY THE INFORMATION OR IDEAS CONTAINED, SUGGESTED OR REFERENCED ON THE SITE, INCLUDING WITHOUT LIMITATION PRODUCT INFORMATION PROVIDED.   YOU EXPRESSLY UNDERSTAND AND AGREE THAT UL, 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 ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE INFORMATION ON OR ACCESSED THROUGH THE SITE OR THE INTERNET GENERALLY.

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’S LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION TORT, CONTRACT, OR OTHERWISE, SHALL UL, ITS LICENSORS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING FROM OR RELATED TO YOUR LICENSE, TERMINATION OF THE LICENSE, OR USE OF THE SITE AND/OR SOFTWARE, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM LOSS OF GOODWILL, LOSS OF DATA OR PROGRAMMING, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF REVENUE OR PROFITS OR FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF UL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UL’S LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER SHALL BE LIMITED TO THE LESSER OF THE AMOUNT PAID BY YOU TO UL FOR THE SOFTWARE OR ACCESS TO THE SITE OR $1,000. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION.

INDEMNIFICATION

You agree to indemnify and hold UL, 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 made by any third party, and to pay as incurred all liability, losses, damages, and other costs associated with the same (including reasonable attorneys’ fees), due to or arising out of: (A) Suggestions, product information or other information you submit, post, transmit, modify or otherwise make available through the Site and/or Software; (B) your use of the Site and/or Software; (C) your violation of these Terms; or (D) your violation of any rights of another.

TERMINATION

UL may terminate, limit, or suspend your access to the Site and/or Software at any time without notice to you. Grounds for such termination, limitation of access or suspension include without limitation: (A) breaches or violations of these Terms (including any Additional Terms); (B) requests by law enforcement or other government agencies; (C) discontinuance or material modification to the Site and/or Software (or any part thereof); (D) unexpected technical or security issues or problems; and/or (E) 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’s sole discretion and that UL shall not be liable to you or any third party for any termination of your account, any associated email address, or access to the Site and/or Software.  All provisions of these Terms relating to intellectual property rights, UL’s privacy policy, representations and warranties, limitations of liability, and indemnification shall survive termination.

GOVERNING LAW

These Terms will be governed by the laws of the State of Illinois, United States of America, without reference to its 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 or the U.S. District Court for the Northern District of 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.

DISPUTE RESOLUTION

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. 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 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 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.

ENTIRE AGREEMENT

These Terms constitute the entire agreement between you and UL and governs your use of the Site and Software, superseding any prior version of these Terms between you and UL with respect to the Services, Software, and Site. 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.

SITE SEPARATE AGREEMENTS

You may have other agreements with UL or its affiliates or subsidiaries not relating to your use of the Site and Software.  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 that do not relate to your use of the Site and Software. Please review the terms of those other agreements as they govern your relationship with UL and additional services that may be provided by UL through this Site or Software.

STATUTE OF LIMITATIONS

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

WAIVER AND SEVERABILITY OF TERMS

The failure of UL to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms 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 the other provisions of the Terms remain in full force and effect.

GENERAL

You acknowledge that any breach, threatened or actual, of these Terms will cause irreparable injury to UL and/or associated partners, such injury would not be quantifiable in monetary damages, and UL would not have an adequate remedy at law. You therefore agree that UL shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of these Terms. Accordingly, you hereby waive any requirement that UL post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to UL to enforce any provision of these Terms.

You may not assign or delegate any or all of your rights or duties or obligations hereunder without the written consent of UL. Either party may waive in writing any term or any breach hereunder, but no such waiver shall constitute a further or continuing waiver of any preceding or succeeding breach of the same or any other provision. Each provision is intended to be severable. If any covenant, condition or other provision contained herein is held to be invalid or illegal by any court of competent jurisdiction, such provision shall be deemed severable and shall in no way affect, impair or invalidate any other covenant, condition or other provision contained herein. All notices or other communications to you which are required or are permitted to be given hereunder shall be in writing and shall be deemed given upon e-mail or facsimile transmission, as per information provided by you upon entering into these Terms via registration.

NOTICE

To contact UL, whether with regard to a question about its privacy practices, to notify UL of an update or change to information, or otherwise, either:

Email: UL at: Legal.Department@ul.com

Write UL by mail at: UL LLC
Attn: General Counsel
333 Pfingsten Road, Northbrook, IL 60062

ADDITIONAL TERMS FOR MEMBERS AND CUSTOMERS

MEMBERS ONLY TERMS

This section states the additional terms and conditions under which UL provides access to members, those individuals that choose to register with UL to use the enhanced features on the Site (“Members“) and shall be referred to as the (“Members Only Features“). These terms and conditions shall be referred to as the “Members Only Terms” and constitute an agreement between Member and UL.

RELATIONSHIP TO MASTER TERMS

The Members Only Terms are in addition to the Master Terms and together such terms and conditions govern Member’s use of the Site and any Services. Any reference to “you” or “your” in the Master Terms shall be deemed a reference to Member. In the event of a conflict between these Members Only Terms and the Master Terms, the Members Only Terms shall govern. To the extent reasonably possible, the Master Terms and Members Only Terms shall be construed in such a manner so as to give practical and legal effect to both sections.

MEMBER’S PROFESSIONAL INFORMATION

All Members will be required to submit information to UL that identifies the Member’s professional role, such as Member’s name, company or industry affiliations, employment position and title, physical location, phone numbers, mailing addresses, and email addresses (“Member’s Professional Information“) via the Site registration pages in order to gain access to the Members Only Features or to use certain Services (“Member Registration Pages“).

Member represents and warrants to UL that all of Member’s Professional Information disclosed on the Member Registration Pages is true, complete and accurate as of the date provided to UL. Without limiting the generality of the foregoing representation and warranty, Member represents and warrants that he/she has provided true, complete and accurate information regarding Member’s profession and has disclosed all of Member’s employment affiliations and relationships including (a) Member’s relationship as an employee, agent and/or contractor for each employer, and (b) Member’s affiliation with other employers through an ownership interest in or joint venture relationship or similar relationship with those employers. Member agrees to promptly update Member’s Professional Information during the term of this Agreement in the event Member’s affiliations or relationships with employers change or as otherwise necessary to keep Member’s Professional Information accurate and complete.

SHARING OF MEMBER’S PROFESSIONAL INFORMATION

UL reserves the right, without notice to Member, to share all of Member’s Professional Information with any product supplier whose information, documents or materials are accessed by Member on or through the Site. Member hereby consents to the disclosure of Member’s Professional Information to such product suppliers and acknowledges that, once this information is disclosed to those suppliers, UL will have no control over, nor will UL be responsible for, the use or further disclosure of Member’s Professional Information by any product suppliers.

RESTRICTED ACCESS TO CERTAIN INFORMATION

Depending on Member’s position, profession and relationships or affiliations with product suppliers or other employers, UL may in its sole discretion restrict Member’s access to certain technical product documents and/or other information of product suppliers who list their product offerings on the Site. These restrictions will be imposed in response to the unilateral request of product suppliers, who for competitive or other reasons wish to protect such information from access or disclosure to certain product suppliers or employers or other parties who have been granted access to the Site. These restrictions may be imposed by UL and implemented on the Site or by product suppliers within their own web sites or computer systems. Member agrees to abide by any restrictions imposed on Member’s access to such documents and information and shall not attempt in any manner to circumvent those restrictions.

MEMBER LOGIN PROCEDURE

In order to access the Members Only Features and to use certain Services, Members will be required to enter a user name and password on the logon page to access the Members Only Features. Member shall access the Members Only Features only though the logon page provided by UL and shall not permit any other person or entity to log onto the Members Only Features using Member’s user name or password. Member shall ensure that he/she logs off from his/her account at the end of each session in the Members Only Features. Member agrees not to disclose Member’s user name or password to any other person or entity and shall hold Member’s user name and password in confidence during the term of this Agreement. In the event Member determines that another party has gained access to Member’s password or user name, or that another party has accessed the Members Only Features using Member’s user name or password, Member shall immediately notify UL of such access. In such event, UL shall delete Member’s old user name and password and, in its sole discretion, issue a new user name and password to Member.

Access to and use of password protected and/or secure areas that relate to other Companies is prohibited. Unauthorized access to such areas may lead to civil liability and criminal prosecution. User IDs and passwords are confidential and proprietary. It is a violation of these Terms for a User to share or otherwise disclose a password or ID, or to use an ID and password for any unauthorized purposes. You and your Company are solely responsible for any unauthorized use of your ID and password. In addition, the Company is responsible for any individual or entity that it invites and authorizes to access the MEMBER ONLY sections on its behalf, including without limitation, any materials submitted by such individual to UL or changes made to the Company’s profile or product information. If any User ceases to work for or represent a Company, Company must deactivate that User’s account (via the Master Gate Keeper described in the Customer section or via the My Projects members section) or promptly notify UL and request deactivation of that individual’s account. Both your Company and UL have the right to deactivate any User account at any time, without notice, in their sole discretion

ACCURACY OF CONTENT NOT WARRANTED

UL uses reasonable efforts to accurately publish and categorize product information and other Content on the Site. However, UL does not guarantee the accuracy or completeness of such Content, nor does UL warrant that the categorization of such Content is correct. Member acknowledges and agrees that he/she is responsible for determining the accuracy and completeness of all Content published on the Site, including without limitation whether the categorization of such Content is correct. In the event Member becomes aware of any material inaccuracy of any Content published or categorized on the Site, Member shall promptly notify UL of such inaccuracy, and UL will take reasonable steps to correct any Content it determines in its sole discretion to be inaccurate or incomplete. UL shall not be responsible for any Content provided by product suppliers or other parties that is accessed through the Site and shall have no obligation to correct any such Content.

LIMITED USE OF INFORMATION

UL grants Member a limited, nontransferable, nonexclusive, revocable right to access the Members Only Features solely for the purpose of using the Services. Member agrees not to (and not allow any third party to) copy, modify, decompile, reverse engineer, create a derivative work of, sell, assign, sublicense, or grant a security interest in, or otherwise transfer any right in or to, the Members Only Features. Member is not permitted to distribute or transfer any portion of the Members Only Features to other parties. You also agree not to access (or attempt to access), or systematically retrieve data from, any part of the Members Only Features through any automated means (including use of scripts, bots or web crawlers). Gathering data from the Members Only Features through harvesting or automated means is strictly prohibited.

UPLOADING OF MATERIALS

Registered users have the ability to upload materials in the Members Only Features (such as My Projects) and the SPOT Customer Portal (see below) which allows Customers to upload information and documentation (“Customer Materials”). Do not upload any materials that you consider confidential or that you do not wish to have posted on the Site.

It is a violation of these Terms for you to upload or post any Customer Materials:

(a) that you do not have the right to transmit under any law or under contractual or fiduciary relationships;

(b) in violation of an applicable law or regulation (including those relating to export controls);

(c) that contain any virus or malware; or

(d) that are not accurate, truthful, up to date and complete.

CUSTOMER ONLY TERMS

This section states the additional terms and conditions under which UL provides access to Customers for Premium Content, those individuals that choose to become a Customer and manage their content and have the ability to further purchase premium content on the Site (“Customers“). UL is making this Customer Portal (“SPOT Customer Portal”) and Premium Content available to licensed manufacturers (or licensed distributors) (Companies) under UL Services, Certification or Other Partner Program(s). Individual employee users authorized by Customers are assigned by a “Master Gate Keeper” representative of the organization. The Master Gate Keeper is responsible for allowing access to the SPOT Customer Portal in accordance with the Master Gate Keeper Agreement.

RELATIONSHIP TO MASTER TERMS AND MEMBERS ONLY TERMS

The Customer Only Terms are in addition to the Master Terms and Members Only Terms and all together such terms and conditions govern Customer’s use of the Site and any Services. Any reference to “you” or “your” in the Master Terms and reference to “Member” in the Members Only Terms shall be deemed a reference to Customer. In the event of a conflict between these Customer Only Terms, the Master Terms and the Members Only Terms, the Customer Only Terms shall govern. To the extent reasonably possible, the Master Terms, Members Only Terms and Customer Terms shall be construed in such a manner so as to give practical and legal effect to all three sections.

CONDITIONS FOR CUSTOMERS

The Site is a business-to-business customer portal. The Site includes various forms, standards and procedural documents referenced in the UL Certification Agreement that your Company entered into with UL, as well as information and documents specific to your company, such as the technical details of its certification, test schedule, and certification status, as well as non-Customer-specific information and documents relevant to the certification programs and Services, such as available marketing collateral materials. The access level that your company gives you will determine which of this information and documents are available to you through the Site. The Site also enables Customers to upload documents and materials for review by UL and, in some cases, for posting by UL onto the Site. Through the Site, companies have access to information and documents posted by UL in connection with UL’s services and certification programs.

Please mark as confidential any forms, information and documents that you upload on the Site (Customer Materials) that you wish to have constitute Confidential Information. Disclosure and use of such confidential Customer Materials is governed by the confidentiality provisions of the Certification Agreement, including those with respect to Data.

LICENSE.

Subject to UL obligations with respect to confidentiality, by uploading Customer Materials to the SPOT Customer Portal, Customer grant UL a perpetual, irrevocable, worldwide, royalty-free, sublicensable (through multiple tiers) license to use, reproduce, cache, store, modify, publicly perform, publicly display, and distribute the Customer Materials for any purpose related to the SITE and its associated programs.

CONFIDENTIALITY OF UL MATERIALS.

Except as otherwise noted, such as with respect to UL marketing collateral that can be ordered through the Site for public dissemination, any information, data, documentation, reports, or other materials provided to you by UL (UL Materials) constitute Confidential Information as that term is defined in the Certification Agreement; disclosure and use of such UL Materials is governed by the confidentiality provisions of the Certification Agreement. Specifically, you may not (a) directly or indirectly, without the prior written consent of UL, use Confidential Information of UL for any purpose other than exercising your rights or performing its obligations under the Certification Agreement or (b) divulge, discuss, provide, transmit, copy, make available or otherwise communicate the Confidential Information of UL to any third party. Moreover, in the unlikely event that you mistakenly gain access to Confidential Information of any third party (such as another customer), you agree to treat such information as Confidential Information and to notify UL immediately.

The Site also provides the Customer the ability to access and purchase premium content, subscribe to services and engage with UL in automated workflows. You agree that any purchases made on the premium content section will be bound by the cancellation policy below and that all payments will be made in accordance with the service terms located on the Site.

CANCELLATION; NO REFUNDS

For security reasons, an email or phone call to the billing vendor is not sufficient to cancel your account or subscription. You may cancel your subscription at any time by selecting the cancel button on the subscription and billing pages of the Site. Cancellation or termination does not entitle you to a refund. You will continue to have access to the Site with premium Services until the end of your subscription term. UL is not obligated to provide you a refund at any time. If you choose to cancel your account during your subscription term, you will not be refunded in whole or in part.