(Revised October 30, 2015)
Elite™ and UL Secure Connect™ Terms of Service
1. Notice/Acceptance of Terms.
This Terms of Service Agreement (the “Agreement”) is a contract between you and UL Information and Insights Inc., a New York corporation (“UL I&I”). For purposes of this agreement “you” and “your” means you, personally. If, however, you are accessing this Site (as defined below in Section 2) on behalf of and as a representative of your company, then, (a) “you” and “your” means your company; and (b) you (personally) represent that you have authority to bind your company to the terms hereof and have all requisite consent to do so.
This Agreement governs use of the Site. Be sure that you carefully read and fully understand this Agreement. UL I&I is willing to provide you with access to the Site only on the condition that you accept all of the terms and conditions contained in this Agreement. Your use of the Site, including without any limitation any of the products or services offered on the Site, will constitute your acceptance of, and agreement to be bound by, all the terms and conditions of the Agreement. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT ACCESS THE SITE OR ANY PRODUCTS OR SERVICES PROVIDED ON OR THROUGH THE SITE.
You may print this Agreement or you can download this Agreement to your computer. Particular UL I&I Services may be subject to additional agreements and posted guidelines or rules (each, a “Supplemental Agreement”). All such Supplemental Agreements and guidelines and rules are hereby incorporated by reference into this Agreement. Where a conflict exists between this Agreement and any Supplemental Agreement, the provisions of any Supplement Agreement shall govern.
Further, you should note that, this Agreement may be updated or amended by UL I&I from time to time. All such updates and changes are effective immediately upon notice thereof, which UL I&I may give by any means, including, but not limited to, posting a revised version of this Agreement or other notice on this Site. If an update or change materially affects your use of the Site, or materially changes the relationship between you and UL I&I, you may cancel your subscription hereto by providing UL I&I notice in the manner described in Section 24 hereof. You should view this Agreement often to stay informed of changes that may affect you, as your continued use of this Site signifies your continuing consent to be bound by the terms of this Agreement.
The disclaimers, terms and conditions on these pages are of general application and may be supplemented by additional disclaimers, guidelines, rules, terms or conditions of specific application on any particular page of this Site. Certain capitalized words and phrases used herein are defined in Section 32 hereof.
2. Description of Services.
UL I&I provides Users with access to online Services, which among other things help Users produce and manage safety data sheets (“SDS”). Services are located at the designated web site or IP address provided to you (the “Site”). Certain Services may be available only in certain jurisdictions and are void where prohibited by law. Your eligibility for particular Services offered by UL I&I is subject to final approval and acceptance by UL I&I. UL I&I assumes no responsibility for the timeliness, deletion, mis-delivery, or failure to store any user communications or personalization settings. In order to use the Site, you must obtain access to the World Wide Web, either directly or through devices that access Web-based content and pay any service fees associated with such access. System availability and access to the Services available on this Site may be limited or unavailable for reasons which may include, without limitation, system performance. Other than as specifically set forth herein, UL I&I makes no representations, warranties or assurances as to the availability of the Site.
Except as expressly provided otherwise in an applicable Supplemental Agreement or Order Form, UL I&I grants you a non-exclusive, non-transferable, worldwide right to use the Services, solely for your own internal business purpose, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by UL I&I.
You do not have authority to (and may not allow any third party to) modify or create a derivative work of any Content. Further, you are required to include with and display on each copy of such Content the associated copyright notice. No other use is permitted. Without limiting the generality of the foregoing, you shall not:
- license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or the Content in any way;
- modify or make derivative works based upon the Services or the Content;
- create unauthorized Internet "links" to the Services or "frame" or "mirror" any Content on any other server or wireless or Internet-based device. The foregoing does not prohibit you from using the link provided within the Services as an internet web-viewer, which will allow your customers access to SDS you create through the Services. Such link may be accessed through your Company’s web-site;
- reverse engineer or access the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Services, or (c) copy any ideas, features, functions or graphics of the Services;
- access (or attempt to access), or systematically retrieve data from, any part of the Site through any automated means (including use of scripts, bots or web crawlers). Gathering data from the Site through harvesting or automated means that are not enabled or approved through the Site itself is strictly prohibited;
- engage in any activity that interferes with or disrupts the Site or interferes with any other party’s use of the Site; or
- direct or allow any other person to do any of the foregoing.
Individual User licenses (in the quantity designated by signed Order Form) cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Services.
You agree not to access the Site by any means other than through the HTML or other interface that is provided by UL I&I for use in accessing the Site.
4. Your Responsibilities.
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify UL I&I immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to UL I&I immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another UL I&I User or provide false identity information to gain access to or use the Services. In using the Services you shall comply with the requirements in the user documentation applicable thereto, including, but not limited to saving SDSs you create to your own computer system.
5. Your Representations & Warranties.
You represent and warrant that you have the legal power and authority to enter into this Agreement. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Services and that your billing information is correct.
6. Account Information and Data.
UL I&I does not own any data, information or material that you submit to the Services in the course of using the Services ("Customer Data"). You hereby represent and warrant that you have all necessary rights in and to all Customer Data you provide and all information it contains and that your submission of such Customer Data and its use in connection with the Site as otherwise permitted by this Agreement shall not infringe, violate or misappropriate any intellectual property or other rights of third parties or contain any libelous, tortious, or otherwise unlawful information.
You, not UL I&I, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and UL I&I shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.
In the event this Agreement is terminated (other than by reason of your breach), UL I&I will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. Upon termination for cause, your right to access or use Customer Data immediately ceases. In such cases, UL I&I’s obligation with respect to any Customer Data is more fully described in Section 15 of this Agreement.
You agree that we may share your contact information and general product information with other UL Companies, subcontractors or third parties, in order for us to: (i) perform the Services; (ii) conduct surveys for input about us and our Services or the improvement of our Services; or (iii) provide additional information about our Services to you.
7. Confidential Information.
UL I&I acknowledges that Customer Data may include proprietary or confidential information (“Confidential Information”). Confidential Information, however, does not include information or materials that are: (i) already known to the UL Companies at the time of disclosure and not subject to an obligation of confidentiality; (ii) publicly available or that become publicly available other than through the acts or omissions of the UL Companies; or (iii) subsequently acquired by the UL Companies from other sources not in violation of any confidentiality obligations. The UL Companies agree that it will not, in whole or in part, disclose, transfer, use, reverse engineer, or otherwise make available your Confidential Information, except as necessary by UL I&I to perform the Services. UL I&I agrees to treat your Confidential Information with the same degree of care it employs to protect its own Confidential Information and in no event less than a reasonable standard of care. We may disclose your Confidential Information: (i) to UL Companies, agents and subcontractors in connection with performing the Services; (ii) when required to be produced pursuant to an order or command of any judicial or regulatory authority or (iii) when required by any common law or statutory or regulatory duty.
8. Intellectual Property.
UL I&I either owns or has obtained permission from the owner to use all of the Content on this Site. Any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Services shall be owned by UL I&I.
The names, graphics, logos, icons, designs, words, titles and phrases on this Site constitute trademarks, trade names, trade dress and associated products and services represented on this Site are protected under United States and international law and their display on this Site does not convey any license of other rights in these trademarks, trade names, trade dress, and associated products or services. Any use of them without prior written authorization of UL I&I is strictly prohibited. The foregoing does not prohibit or restrict your use of the Content within the Site intended to be placed and used within the SDSs you produce.
Any unauthorized copying, redistribution, reproductions, or modification of the contents of this Site by any person many be a violation of federal or common law, trade-mark and/or copyright laws and could subject such person to legal action.
One or more of the UL Companies own the rights to a family of trademarks, service marks, certification marks, trade names, logos, domain names, corporate identifiers and other intellectual property rights that contain or include "UL," "Underwriters Laboratories" and variations and derivatives thereof (collectively, the "UL Marks"). Except for your rights as specifically granted to use the UL Marks or except in the case of a draft SDS authored by UL I&I incorporating the UL logo, you have no rights in the UL Marks. You will cooperate with the UL Companies in maintaining, renewing, enforcing, and protecting the UL Marks. You will not directly or indirectly challenge the UL Marks or the UL Companies’ ownership of them. You will not seek to register any of the UL Marks, or any confusingly similar marks, anywhere in the world. You agree to notify us promptly if you are aware of any infringement or misuse involving any of the UL Marks or any conflicting trademark, service mark, or certification mark. You agree that any misuse of the UL Marks, or other UL Companies’ intellectual property, will cause irreparable harm that cannot be compensated by money only. A Separate Agreement may include additional obligations regarding the UL Marks.
9. Third Party Interactions.
During use of the Services, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Services. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. UL I&I and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. UL I&I does not endorse any sites on the Internet that are linked through the Services. UL I&I provides these links to you only as a matter of convenience, and in no event shall UL I&I or its licensors be responsible for any content, products, or other materials on or available from such sites. UL I&I provides the Services to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.
10. Modifications to Site.
UL I&I reserves the right to modify, suspend, or discontinue, temporarily or permanently, the Site (or any part thereof) from time to time, for any or no reason and without notice. You agree that UL I&I shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site. The information and materials contained on the Site are subject to change.
11. Charges and Payment of Fees.
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be and payments will be due as set forth in your Order Form. You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used.
You must provide UL I&I with valid credit card or a purchase order approved by UL I&I as a condition to signing up for the Services. An authorized License Administrator may add licenses by executing an additional written Order Form or using the Online Order Center. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. UL I&I reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail.
12. Billing and Renewal.
UL I&I charges and collects in advance for use of the Services. UL I&I will automatically bill your credit card or issue an invoice in accordance with your Order Form. If the term of your license expires without notice from you, UL I&I will automatically renew the same for the same period as the expiring license. The renewal charge will be equal to the then-current number of total User licenses times the then-current license fee in effect at the time of renewal. Fees for other services will be charged on an as-quoted basis. UL I&I’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on UL I&I’s income.
You agree to provide UL I&I with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, UL I&I reserves the right to terminate your access to the Services in addition to any other legal remedies.
If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
13. Non-Payment and Suspension.
In addition to any other rights granted to UL I&I herein, UL I&I reserves the right to suspend or terminate this Agreement and your access to the Services if your account becomes delinquent (falls into arrears). For purposes hereof, an account shall be delinquent if payment is not made within 30 days of the invoice. Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension through the term indicated on your Order Form. If you or UL I&I initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that UL I&I may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
UL I&I reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Services. You agree and acknowledge that UL I&I has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.
14. Termination upon Expiration/Reduction in Number of Licenses.
This Agreement commences on the Effective Date and will remain in effect for the term indicated on your Order Form. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the event this Agreement is terminated (other than by reason of your breach), UL I&I will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that UL I&I has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.
Termination by you prior to expiration of any License Term does not entitle you to a refund, in whole or in part. You will continue to have access to the Site until the end of the applicable License Term. UL I&I is not obligated to provide you a refund at any time. If you choose to downgrade your subscription level during any subsequent License Term, you may be entitled to a pay a lower, pro-rated amount at renewal, but you are not entitled to a cash refund at any time.
15. Termination for Cause.
Any breach of your payment obligations or unauthorized use of the Services will be deemed a material breach of this Agreement. UL I&I, in its sole discretion, may terminate your password, account or use of the Services if you breach or otherwise fail to comply with this Agreement. In addition, UL I&I may terminate a free account at any time in its sole discretion. You agree and acknowledge that UL I&I has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
16. Limited Warranties and Disclaimer.
UL I&I makes no warranties other than the Warranties expressly contained herein.
A. UL I&I represents and warrants that (i) it has the legal power and authority to enter into this Agreement and (ii) will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Services will perform substantially in accordance with the UL I&I help documentation under normal use and circumstances.
B. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, UL I&I AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR ANY CONTENT.
C. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, UL I&I AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (i) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (ii) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (ii) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (iv) ERRORS OR DEFECTS WILL BE CORRECTED, OR (v) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
D. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, UL I&I MAKES NO WARRANTY WHATSOEVER REGARDING THE ACCURACY, READABILITY OR USEFULNESS OF ANY DATA INCLUDED IN THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, SDSs, TEXT PHRASES, PRODUCT TEMPLATES, PRODUCT TYPES, TEXT PHRASE TRANSLATIONS, CHEMICAL PROPERTIES, REGULATORY INFORMATION, OR OTHER RELATED ENVIRONMENTAL, HEALTH, SAFETY OR REGULATORY DATA.
E. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY UL I&I AND ITS LICENSORS.
F. ALTHOUGH THE SITE CONTAINS CERTAIN CONTENT RELATING TO LAWS AND REGULATIONS, SUCH CONTENT IS INTENDED TO BE A GENERAL INFORMATION RESOURCE AND REFERENCE TOOL, AND IS NOT AN EXHAUSTIVE OR DETAILED ACCOUNT OF ALL POTENTIALLY APPLICABLE LEGAL OR REGULATORY REQUIREMENTS, NOR SHOULD IT BE CONSTRUED AS SUCH. THE SITE SHOULD IN NO WAY BE CONSIDERED LEGAL ADVICE, INTERPRETATIVE COUNSEL OR OTHER PROFESSIONAL ADVICE. YOU ARE ENCOURAGED TO CONSULT WITH COUNSEL FOR LEGAL ADVICE REGARDING COMPLIANCE WITH ANY LAWS OR REGULATIONS DISCUSSED IN THE SITE.
17. Internet Delays.
UL I&I’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. UL I&I IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
18. Limitation of Liability.
IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This limitation of liability will apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise.
You agree to indemnify and hold UL I&I and its affiliates, and all of the foregoing’s directors, 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) Customer Data you submit or otherwise make available through the Site; (B) your violation of this Agreement; and (C) your violation of any rights of another.
20. Additional Rights.
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
21. Local Laws and Export Control.
This Site provides Services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the European Union (“EU”). You acknowledge and agree that the Site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
This Site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000.
UL I&I and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.
22. Special EU Disclosure.
Please note that in instances where no harmonized classification exists for a substance under the EU Classification and Labeling regulation, self-classification is mandated. Using existing publically available data, including any toxicology data, we determine a classification in accordance with the Classification, Labeling and Packaging Regulation [Regulation (EC) No. 1272/2008 of the European Parliament and of the Council of 16 December 2008] (the “CLP Regulation”). Please note that manufacturers and importers may have notification obligations. Please consult REACH Regulation (EC) No 1907/2006 of the European Parliament and of the Council of 18 December 2006 to understand fully your obligations. WE ASSUME NEITHER RESPONSIBILITY FOR THIS CLASSIFICATION NOR FOR ANY REQUIRED SUBSTANCE NOTIFICATION TO THE EUROPEAN UNION CLASSIFICATION & LABELING INVENTORY MAINTAINED BY THE EUROPEAN CHEMICALS AGENCY (ECHA).
UL I&I may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in UL I&I’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in UL I&I’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to UL I&I (such notice shall be deemed given when received by UL I&I) at any time by any of the following: letter sent by confirmed facsimile to UL I&I at the following fax number: 518-640-9299; or letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to UL I&I at the following address (whichever is appropriate): UL Information and Insights Inc., 23 British American Boulevard, Latham, New York 12110.
This Agreement may not be assigned by you without the prior written approval of UL I&I, but may be assigned without your consent by UL I&I to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
25. Separate Agreements.
You may have other agreements with UL I&I or another UL Company not relating to your use of the Site (a “Separate Agreement”). This Agreement does not modify, revise or amend the terms of any Separate Agreement. Please review the terms of those Separate Agreements as they govern your relationship with UL and additional services that may be provided by us.
You agree that we may subcontract Services to any UL Company or other third parties subject to our requirements. We will provide as a term of any such subcontract that the subcontractor will meet our current qualification requirements, including complying with our confidentiality requirements. UL will be responsible for any breach of this Agreement by its subcontractors.
27. 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 this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
28. Language of this Agreement.
If you have been provided with a translation of the English language version of this Agreement, then you agree that the translation is provided for your convenience only and that the English language version of this Agreement will govern your usage of the Site. If there is any contradiction between what the English language version of the Agreement says and what a translation says, then the English language version shall take precedence.
29. Electronic Signature.
This Agreement shall be executed and delivered by your electronic acceptance online, which constitutes your signature. UL I&I’s electronically or other properly stored copies of this Agreement, as signed by you shall be the true, complete, valid, authentic and enforceable copies of these documents, and you agree that you shall not contest the admissibility or enforceability of UL I&I’s copies of them in a court or any proceeding arising out of such documents. Further, by accepting this Agreement and clicking "I Agree", you acknowledge and agree that this is a legally binding electronic agreement which you fully understand the terms of and are authorized by your company or employer to enter into for the purchase of the Services.
This Agreement shall be governed by the laws of the State of New York and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Albany, New York. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
No joint venture, partnership, employment, or agency relationship exists between you and UL I&I as a result of this Agreement or use of the Service.
The failure of UL I&I to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by UL I&I in writing.
This Agreement comprises the entire agreement between you and UL I&I and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
You agree that there shall be no third-party beneficiaries to this Agreement.
As used in this Agreement and in any Order Forms now or hereafter associated herewith:
"Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Services. Content shall not include SDSs created by you;
"Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of more than 50% of the interests in such entity, by contract, or otherwise;
"Customer Data" means any data, information or material provided or submitted by you to the Services in the course of using the Services;
"Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Service;
"Initial Term" means the initial term of the license as indicated on your Order Form;
"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;
"License Administrator(s)" means those Users designated by you who are authorized to purchase licenses online using the Online Order Center or by executing written Order Forms and to create User accounts and otherwise administer your use of the Service;
"License Term(s)" means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s);
"Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail unless a specific term and its Section herein is referenced);
"Online Order Center" means UL I&I’s online application that allows the License Administrator designated by you to, among other things, add additional Users to the Service;
"Service(s)" means the specific edition of UL I&I’s online safety data sheet authoring and managing, or other services identified during the ordering process, developed, operated, and maintained by UL I&I, accessible via the designated web site or IP address, or ancillary services rendered to you by UL I&I, to which you are being granted access under this Agreement (which includes WERCSmart®), including the UL I&I Technology and the Content;
“UL Company” means UL I&I or an entity controlled by, controlling, or under common control with UL I&I, and "UL Companies" means all of them, collectively.
"UL I&I Technology" means all of UL I&I’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by UL I&I in providing the Service;
"User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by UL I&I at your request).
Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail Info@thewercs.com.
Changes on March 15, 2004 Version of License from February 13, 2004 Version:
- Title: Added dated version of License.
- Notice/Acceptance of Terms (Section 1): Added the following provision: “If an update or change materially affects your use of the Site, or materially changes the relationship between you and WERCS, you may cancel your subscription hereto by providing WERCS notice in the manner described in Section 21 hereof.”
- Description of Service (Section 2): Added the following provision: “Other than as specifically set forth herein,” immediately prior to sentence beginning: “WERCS makes no representations, warranties or assurances as to the availability of the Site.”
- License (Section 3): Revised the first sentence of the penultimate paragraph to read:
”Individual user licenses (in the quantity designated by signed order form) cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.”
- Account Information and Data (Section 6): Added the following sentence:
”WERCS will treat the Customer Data with the same degree of care and safeguards that it takes with its own confidential information, but in no event less than a reasonable degree of care. WERCS will not (a) disclose your Customer Data to any third party or (b) make any use of your Customer Data except as contemplated by the Service. “
- Non-Payment and Suspension (Section 13): Revised the following sentence:
”You will continue to be charged for User licenses during any period of suspension through the term indicated on your Order Form.”
- Termination upon Expiration/Reduction in Number of Licenses (Section 14): deleted the following sentence:
”In the case of free trials, notifications provided through the Service indicating the number of days in the free trial shall constitute notice of termination.”
- Limited Warranties (Section 16): Added the following clause before each of paragraphs 16(B), 16(C), 16(D) and 16(E): “EXCEPT AS SPECIFICALLY PROVIDED HEREIN,”
Additional legal language changes made 4/29/08.
Changes were also made 10/30/15. Highlights include:
- Changes reflect The WERCS, Ltd. changing its name to UL Information and Insights Inc.
- References to “Material Safety Data Sheets” or “MSDS” were changed to “Safety Data Sheets” or “SDS”.
- The following language was added to Section 3:
- access (or attempt to access), or systematically retrieve data from, any part of the Site through any automated means (including use of scripts, bots or web crawlers). Gathering data from the Site through harvesting or automated means that are not enabled or approved through the Site itself is strictly prohibited;
- engage in any activity that interferes with or disrupts the Site or interferes with any other party’s use of the Site.
- The second paragraph Section 4 was added.
- The language in Section 6 regarding Your Account information and Data was revised. The following language was added to Section 6:
- You hereby represent and warrant that you have all necessary rights in and to all Customer Data you provide and all information it contains and that your submission of such Customer Data and its use in connection with the Site as otherwise permitted by these Terms shall not infringe, violate or misappropriate any intellectual property or other rights of third parties or contain any libelous, tortious, or otherwise unlawful information.
And the following language was deleted:
- WERCS will treat the Customer Data with the same degree of care and safeguards that it takes with its own confidential information, but in no event less than a reasonable degree of care. WERCS will not (a) disclose your Customer Data to any third party or (b) make any use of your Customer Data except as contemplated by the Service.
- The first paragraph of Section 7 was added.
- The last paragraph of Section 8 was added.
- Paragraph F was added to Section 16.
- Section 19, Indemnification was added.
- Section 22 regarding Special EU Disclosure was added.
- Section 25 was added regarding Separate Agreements.
- Section 26 was added regarding Subcontracting.
- Section 27 was added providing a Statute of Limitations.
- Section 28 was added regarding Language of this Agreement.
- Section 29 was added regarding Electronic Signatures.
- Section 30 was amended by adding the last sentence.
- The following defined terms were added to Section 31: Control, UL Company and UL Companies.