Service Terms - Marketing Claim Verification for Healthy Buildings

These Service Terms govern the Marketing Claim Verification for Healthy Buildings Services (“MCV-HB Services”), which are associated with the Verified Healthy Building Mark. In these Service Terms, “UL Solutions” means the UL Solutions entity identified in the Quote, and “Client” means the client identified in the Quote. Any capitalized terms in these Service Terms that are not defined have the same meaning as in the Agreement.

1. The Agreement. These Service Terms form part of an agreement that also include a quote (which may instead be in the form of a Statement of Work, Project Confirmation, or other form of order agreed by the parties, collectively referred to as the “Quote”) and additional terms (which may be in the form of Terms and Conditions appended to the Quote, a Global Services Agreement, or other form of contract agreed to by the parties). These Service Terms and the foregoing documents are collectively referred to as the “Agreement.”
2. Scope of Service. MCV-HB Services are intended to verify Client’s marketing claims as approved by UL Solutions (“Claims”) related to buildings, facilities, or spaces therewithin as described in the applicable Quote (the “Building”).  MCV-HB Services shall not result in UL Solutions issuing any other type of certification or certification mark for any product or registration of any management system.  The MCV-HB Services requested by Client shall be set out in individual Quotes.
3. Client/Owner. Client is the Owner or Primary Owner. In these Service Terms, “Owner” refers to the individual(s) or entity(ies) that holds the legal right to possess and control, takes responsibility for the Claims made, and has authority to fulfill the obligations herein, in each case with respect to the real and personal property associated with the Building. 
4. Co-Owners. If more than one person or entity constitutes an “Owner” as defined above, such parties must irrevocably designate Client as the sole Owner with the authority to accept this Agreement and work directly with UL Solutions for the purpose of administering the MCV-HB Services (the “Primary Owner”). Client represents and warrants that all other persons or entities constituting an Owner under this Agreement, if any, have each completed a “Confirmation of Primary Owner’s Authority” form (which is available upon request) granting Client the power and authority and the legal right by all Owners, as the Primary Owner, to enter into the Agreement and to grant the rights and perform the obligations set forth herein on behalf of all Owners as necessary to render this Agreement a legal, valid, binding, and enforceable obligation of Client and all other Owners. The obligations of Client and all other Owners shall be joint and several and UL Solutions and its affiliates may enforce their rights against any Owner in any order.  UL Solutions will only communicate with and take direction from you as the Primary Owner with regard to the performance of obligations under the Agreement. 
5. Agent. The Agreement may be executed on Client’s behalf by a third party such as an architect, property manager, or consultant who has been granted authority to act on Client’s behalf (an “Agent”). If Client’s Agent is entering into this Agreement on Client’s behalf, Client represents and warrants that (i) the Agent has the power and authority and the legal right to enter into this Agreement and to grant the rights and perform the obligations set forth herein on Client’s behalf, and this Agreement constitutes a legal, valid and binding obligation on Client that is enforceable against Client, and (ii) Client has completed a “Confirmation of Agent’s Authority” (which is available upon request) and Client or Agent will provide this form to UL Solutions upon execution of the Agreement. UL Solutions will have no obligation to perform MCV-HB Services, make any recommendation, render any decision, or provide any other information or services under the Agreement until it has received the Confirmation of Agent’s Authority. UL Solutions agrees that Agent has no responsibility for the breach of any contractual obligations arising from the Agent’s authorized conduct on Client’s behalf, which are instead the responsibility of Client.  Any attempt to modify the terms of the Confirmation of Agent’s Authority will render the form invalid.
6. Price and Schedule. UL Solutions’ Quote establishes the price and estimated schedule for the MCV-HB Services. The price will depend upon the Assessment Methods and/or Claim Requirements.  UL Solutions’ Quotes are subject to change at UL Solutions’ discretion, upon reasonable notice to Client, depending upon the requirements of the specific project. 
7. Claim Requirements. The MCV-HB Services will be performed in accordance with the marketing Claim requirements and specifications established by Client and agreed by UL Solutions (the “Claim Requirements”). The intention of MCV-HB Services is for UL Solutions to verify the accuracy of the Claim as it relates to the specific Building(s) in accordance with the Claim Requirements.
8. On-Site Inspections. UL Solutions will perform inspections related to MCV-HB Services on site at each Building(s) for which Client is pursuing verification. UL Solutions will direct its personnel to exercise due care in complying with any safety regulations which may be generally applicable to the Building’s personnel. Client will ensure that UL Solutions personnel have safe, secure, and free access to the site of Services. UL Solutions personnel’s access will not be conditioned upon the execution of any separate agreement, waiver, or release. If UL Solutions personnel are prevented from performing or completing any Services for any reason beyond their reasonable control, Client will remain responsible for fees and expenses associated with the attempted performance.
9. Assessment Methods. UL Solutions will use commercially accepted methods and processes in the evaluation, testing, inspection, audit, or assessment (“Assessment Methods”) as UL Solutions determines in its sole discretion to verify such Claims. UL Solutions may change the Assessment Methods from time to time, at its sole discretion.  
10. Data Integrity. MCV-HB Services, assessment results, and reports apply only to the specified Building(s) being verified, and data actually received from Client and assessed by UL Solutions.  UL Solutions will not be responsible for any inaccurate assessment results or issues relating to data integrity arising from Client’s or its representatives’ collection and provision of any such data to UL Solutions.
11. Validity of Assessment Results. The results outlined in the assessment report represent a “snapshot” of conformity to the Claim. UL Solutions makes no representation that the reported assessment results are representative of the entire Building or any larger project site. Furthermore, indoor environmental quality parameters are dynamic. Therefore, test data should not be relied upon as a guarantee that the applicable pollutants tested are at safe levels over time.
12. Deliverables. When UL Solutions completes the MCV-HB Services investigation, it will provide Client with a report outlining the Claim Requirements, methods, processes, and results of the MCV-HB Services supporting the Claim. That report cannot be used or externally distributed, in whole or in part, for promotional or advertising purposes.
13. Cancellation Fees. If Client cancels or changes an order after UL Solutions begins work, UL Solutions will charge cancellation fees according to the amount of actual work performed (and as may be set forth further in the Agreement).
14. Use of the Claim and UL VERIFIED Mark. Client may only use the Claim in its entirety with the UL VERIFIED  mark for Healthy Buildings (also known as the “Verified Healthy Building Mark”) within marketing materials and on Building(s) or Building spaces as specified by UL Solutions and within the time periods established by UL Solutions.  Client must comply with all UL Solutions guidelines and directives for use of the Claim and UL VERIFIED mark for Healthy Buildings.  Client’s use of the Claim and UL VERIFIED mark for Healthy Buildings shall not: (a) be inconsistent or misleading with respect to UL Solutions’ findings for the Building(s) covered by the assessment or verification report; or (b) in any manner state or imply that UL Solutions (or its affiliates) is in any way (i) “endorsing” or “certifying” the Building or (ii) “warranting” or “guaranteeing” any aspect of the Building or its indoor environment, its performance, or its safety.  The guidelines for use of the UL VERIFIED mark for Healthy Buildings are located at: verify.ul.com/marketing. Client expressly agrees that its use of the UL VERIFIED mark constitutes Client’s declaration and representation that the Building and/or Building space delivers the Claim that has been verified by UL Solutions.
15. Use of UL Solutions’ Names and Marks. MCV-HB Services will not result in any product safety or any other certification by UL Solutions or its affiliates, nor any authorization to use any other marks. Except as expressly authorized by UL Solutions, Client shall not use UL Solutions’ or any of its affiliates’ name, abbreviation, or symbols (or any other form of reference which may be interpreted to refer to UL Solutions or its affiliates) on any Building or in connection with any oral or written promotion. 
16. Compliance with Laws and Regulations; Indemnity. UL Solutions and its affiliates expressly disclaim any representations and warranties that any claims or trademarks, service marks, labels, text, guidance, or other materials or services provided to Client, or the use thereof, will comply with U.S. Federal Trade Commission regulations, 15 U.S. Code § 45, or other applicable laws or regulations, and in no event shall UL Solutions or its affiliates have any liability in connection with the foregoing. UL Solutions does not provide legal advice, and no UL Solutions service shall be construed or interpreted as legal advice. It is Client’s sole responsibility to comply with the U.S. Federal Trade Commission Act and/or any other applicable laws and regulations regarding marketing claims and practices, and Client should consult legal counsel on this topic.  Client will indemnify and hold harmless UL Solutions and its affiliates and their trustees, directors, officers, employees, members, agents, and subcontractors from any losses and expenses (including reasonable legal fees) arising out of claims asserted by third parties that relate to unfair or deceptive marketing claims involving Client’s Building(s), including alleged violation of 15 U.S. Code § 45 or other applicable laws or regulations.
17. Surveillance.  UL Solutions will review any verification report(s) issued according to the surveillance review schedule indicated in the program documents for continued compliance to the MCV-HB Services report. Client will be billed for renewal fees per the terms of the original mutually agreed Quote in order to maintain the verification of the Claim(s) and use of the UL VERIFIED mark for Healthy Buildings.  
18. Building Changes.  If changes are made to the Building that will take the Building out of conformity with the Claim that was verified, Client must promptly notify UL Solutions and state if Client will have UL Solutions assess the changes to the Building for review or immediately stop using the Claim that was verified and the UL VERIFIED mark for Healthy Buildings.  Where further examination or assessment is required by UL Solutions as a result of the changes, Client will be duly notified and be given the opportunity to authorize additional MCV-HB Services.
19. Revocation.  UL Solutions reserves the right to revoke its permission to use the Claim, the UL VERIFIED mark for Healthy Buildings, and the verification of the Claim, and to remove Building(s) from its Verification Database if, in UL Solutions’ sole discretion, Client or its representatives are found to be using misleading or incorrect information related to the Claim and/or UL VERIFIED mark for Healthy Buildings or misusing the UL VERIFIED mark for Healthy Buildings . If changes are made to the Building that take the Building out of conformity with the Claim that was verified and UL Solutions is not notified as required above, Client may, in UL Solutions’ sole discretion, be required to suspend use of the Claim and UL VERIFIED mark for Healthy Buildings and take corrective action at Client’s expense as determined by UL Solutions when these changes are discovered.
20. Expiration and Sell Off Period.  Upon expiration of any time period established by UL Solutions for your use of the Claim and UL Verified mark for Healthy Buildings, Client will have sixty calendar days after the expiration date to discontinue and remove all references to marketing claim verification, including the UL VERIFIED mark for Healthy Buildings, from the Building(s) and in all online and print advertising, marketing collateral, and other promotions.
21. Program Changes. UL Solutions may, at its sole discretion, change the Assessment Methods or Claim Requirements, or terminate the MCV-HB Services program in its entirety. If any such change is made that would take the Building out of conformity with the Claim that was verified, UL Solutions will determine the date by which Client must cease using the Claim and the UL VERIFIED mark for Healthy Buildings and shall notify Client, in writing and as soon as is practicable, of such date. Client unconditionally agrees to comply with the terms of any such termination notice.  If the Marketing Claim Verification Program is withdrawn entirely, Client will no longer be eligible for any MCV for Healthy Buildings Services coverage for its Building(s), and must cease using the Claim and UL VERIFIED mark for Healthy Buildings in its marketing materials and/or on the Building(s) on the termination date.