UL LLC (“UL Solutions” or "we” or “us”) and its affiliates welcome you to the UL Solutions Digital Platform and related websites (the "Platform"). Please read these UL Solutions Digital Platform Terms and Conditions (the “Terms”) carefully before using or accessing the Platform. These Terms govern the use of the following services made available through the Platform: myUL, the Platform Compliance Portfolio, the Platform Regulatory Intelligence, and UL Go, in addition to other services identified by UL Solutions (the “Services”).
UL Solutions hosts this Platform and may provide basic Platform features or functionality at no charge. Additionally, UL Solutions affiliates, as applicable, may provide you with subscription or fee-based Services through the Platform (the “UL Solutions Company”). If you register to be a customer of fee-based Services that are provided through the Platform, in addition to these Terms, your agreement may also include the terms and conditions referenced in the applicable Statement of Work, Quotation, or Order Form that is provided to you by UL Solutions (the “Additional Terms”). In the case that you procure fee-based Services, the UL Solutions Company identified in the Additional Terms shall be solely responsible for providing the Services to you. If there is any conflict between these Terms and any Additional Terms, then the Additional Terms shall take precedence with respect to that service. The Terms and Additional Terms, if applicable, shall collectively be referred to as the "Agreement."
By accessing and using the Platform, you accept and agree to be legally bound by these Terms. If you are using the Platform on behalf of an organization, you represent that you are authorized by your company to use the Platform, provide the information requested by the Platform, and bind your company to these Terms. In that case, “Client”, "you" and "your" will refer to that organization. You represent and warrant that you have the legal power and authority to enter into these Terms. If you do not agree to these Terms, you should not access or use the Platform.
These Terms may be updated or amended from time to time. All such updates and changes are effective immediately following notice thereof, which UL Solutions will give by posting a revised version of these Terms or other notice on this Platform. Notice may also be sent to contact information you provide when registering. If you elect to opt-out of all notices which may include updates to these Terms, it is your responsibility to view these Terms often to stay informed of changes that may affect you, as your continued use of this Platform signifies your continuing consent to be bound by these Terms.
These Terms are of general application and may be supplemented by additional terms and conditions of specific application on any particular page of the Platform.
2. SUBSCRIPTION TO SERVICES.
Through the Platform you may (i) create an account and register to access the content that UL Solutions makes available for no additional charge, or (ii) procure paid online subscription services or business advisory services from the applicable UL Solutions Company as further described in the Additional Terms. Unless you are benefitting from access to certain content made available to you at no charge as described on the Platform, in order to procure fee-based Services you will need to become a paid customer by accepting the applicable Statement of Work, Quotation or Order Form that accompanies the Additional Terms.
3. LICENSE TO ACCESS the Platform AND SERVICE CONTENT
UL Solutions and the UL Solutions Company (as applicable) grant to you a limited, non-exclusive, non-transferable, revocable license to access and use Services and Service Content (defined below) solely for your internal business purposes in accordance with the terms and conditions of the Agreement. Only you and your employees and contractors may access and use the Platform, Services, or Service Content. You do not have the authority to (and may not allow any third party to) modify or create a derivative work of the Services or any Service Content. Further, you are required to include with and display on each copy of such Service Content the associated copyright notice and UL Solutions or UL Solutions Company provided disclaimer. You may download the information and documents from the Platform delivered to you and use such documents and information for their intended purposes. No other use is permitted.
You shall not:
- license, sublicense, sell, resell, transfer, assign, distribute (unless you are required for regulatory compliance purposes) or otherwise commercially exploit or make available to any third party the Services or the Service Content in any way;
- use the Services in a time-sharing, service bureau or reseller capacity;
- modify or make derivative works based upon the Service or the Service Content;
- create unauthorized Internet "links" to the Service or "frame" or "mirror" any portion of the Platform or Service Content on any other server or wireless or Internet-based device;
- reverse engineer or access the Service in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Service, or (iii) copy any features, functions or graphics of the Service;
- access (or attempt to access), or systematically retrieve data from, any part of the Platform through any automated means (including the use of scripts, bots or web crawlers) because gathering data from the Platform through harvesting or automated means that are not enabled or approved through the Platform itself is strictly prohibited;
- engage in any activity that interferes with or disrupts the Platform or interferes with any other party's use of the Platform; or
- direct or allow any other person to do any of the foregoing.
You agree not to access the Platform by any means other than through the HTML or other interface that is provided by UL Solutions for use in accessing the Platform.
If you procure fee-based Services, you agree to pay the applicable fees and charges identified on the Platform, or in the applicable Quotation or Order Form, to the UL Solutions Company identified therein (the “Fees”) in accordance with the terms of the Platform or Additional Terms, as applicable. Unless specifically stated on the Platform or in the Additional Terms, any taxes related to the Services, such as VAT or similar, are not included in the Fees you are quoted and will be included with the invoice you will receive from the applicable UL Solutions Company.
The Platform or Additional Terms may specify whether the Services are provided for a defined subscription period and whether such Services may automatically renew. If the Services are subject to automatic renewal, you will receive a notice by email notifying you of an upcoming automatic renewal. You may visit your account page to find out when the term of your Services is set to renew. You are responsible for canceling any subscription Services prior to annual renewal by visiting your account page in the Platform if you do not want the Services to renew automatically.
6. CLIENT REPRESENTATIONS AND RESPONSIBILITIES.
You represent and warrant that (a) you have full power and authority to enter into this Agreement; (b) you will comply with all applicable laws and regulations in the performance of its obligations hereunder; and (c) you are authorized under such laws to provide UL Solutions and UL Solutions Company (as applicable) with any personal data and has obtained any necessary consent or other requirements for UL Solutions and UL Solutions Company (as applicable) to process such personal data.
Client is solely responsible for: (i) its activities and of its permitted users with respect to the Platform; (ii) submitting and uploading Client Content into the Platform; (iii) validating the accuracy, completeness, quality, legality, reliability, and integrity of the Client Content and of any content it exports from the Platform; (iv) obtaining and maintaining all systems, communications and telecommunications infrastructure needed to access and use the Platform; (v) keeping passwords and account information secret and for all acts that occur if it fails to do so, and (vi) ensuring it and its permitted users are authorized to share with us any Client Content provided to us.
You must ensure that the account profile information you provide is accurate and promptly updated. You are responsible for all use of your account and Services by anyone authorized by you to use your username and password. If you believe that your password has been compromised, you must promptly change your password using the update password feature found under your account settings. You are solely responsible for establishing and updating your account profile and related information.
7. CLIENT CONTENT.
Client owns all rights, title, and interest (including intellectual property) in and to the documentation, certificates, information and data that Client or its permitted users submit and upload to the Platform (the “Client Content”). UL Solutions and UL Solutions Company (as applicable) agree to not use Client Content except as permitted under this Agreement. Except as expressly stated herein, this Agreement does not grant UL Solutions or UL Solutions Company (as applicable) any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect to any intellectual property of Client. You retain all rights, titles and interest in and to any Client Content input into the Platform by you or your permitted users. Upon termination of this Agreement, we may retain a copy of Client Content as needed and subject to any laws (which information shall remain subject to the confidentiality terms of this Agreement) for UL Solutions’ or UL Solutions Company’s (as applicable) compliance purposes.
You represent and warrant that you own or have the right to provide any Client Content, including, certifications or documents, that you submit, provide or upload to the Platform. YOU HAVE THE SOLE OBLIGATION AND DUTY TO MAINTAIN COMPLIANCE WITH ALL CERTIFICATIONS, WHETHER FOUND IN YOUR PORTFOLIO OR NOT, AND UL SOLUTIONS AND UL SOLUTIONS COMPANY (AS APPLICABLE) DISCLAIM ANY AND ALL LIABILITY FOR YOUR FAILURE TO MEET DEADLINES OR FOR MISSED DEADLINES. In addition, you represent and warrant that all of Client Content is owned or licensed by you and does not infringe on the intellectual property rights of any third party. If any of Client Content is inaccurate, we will not be liable for any performance or alleged non-performance of the Services.
The Platform is not intended as the primary storage for Client Content, and Client is responsible for independently maintaining copies of any Client Content it uploads to the Platform. Client Content within the Platform may not be treated as the location of such content for the purposes of Client’s quality management system; however, Client may export such content into its own system and treat the exported content as primary source documents.
By using the Service and submitting or uploading the Client Content to the Platform, Client hereby grants to UL Solutions and its affiliates a limited, non-exclusive, worldwide, fully-paid, royalty-free, perpetual, right and license to use the Client Content for the purpose of (i) marketing and offering additional services or products to you from the UL Solutions and its affiliates, (ii) using aggregated and anonymized data derived from Client Content and your use of the Services (the “Aggregated Data”) for UL Solutions’ and its affiliates business purposes, including the provision of products and services to you and UL Solutions’ and its affiliates other clients. Any such Aggregated Data will not be considered Client Content. Client further consents that UL Solutions and its affiliates may review the Service account, including the Client Content therein, for the purpose of monitoring Client’s usage of the Service and developing improvements or corrections to the Service.
8. INTELLECTUAL PROPERTY RIGHTS OF UL SOLUTIONS.
The IP Rights in and to the Services and Service Content are and shall remain the property of UL Solutions, its affiliates, and their licensors, as applicable. UL Solutions, the UL Solutions logo, UL Solutions' certification marks, service marks 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 Solutions or its affiliates. Other trade names, trademarks, service marks and domain names contained on the Platform are the intellectual property of their respective owners. Any product, process, or technology described in the materials on the Platform may be the subject of other IP Rights owned by UL Solutions or its affiliates or other parties and are not licensed hereunder. Unless otherwise expressly provided to you in writing by UL Solutions or an applicable UL Solutions affiliate, you are not granted any right or license to use any trade name, trademark, patent or other IP Rights of UL Solutions, its affiliates or any other party. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CLIENT’S ACCESS TO AND USE OF the Platform SHALL NOT RESULT IN EVALUATION OR CERTIFICATION OF CLIENT’S PRODUCTS OR PRODUCT REGISTRATIONS, NOR ANY AUTHORIZATION TO USE ANY OF UL SOLUTIONS’ OR ITS AFFILIATES’ MARKS. “IP Rights” means all intellectual and industrial property rights of any kind whatsoever including patents, supplementary protection certificates, rights in knowhow, trademarks, designs, models, design rights, rights to prevent passing off or unfair competition and copyright (whether in drawings, plans, specifications, designs and computer software or otherwise), database rights, any rights in any invention, discovery or process, and applications for and rights to apply for any of the foregoing, together with all renewals, extensions, continuations, divisions, reissues, reexaminations and substitutions. “Service Content” means the computer code, operating instructions, graphics, designs, proprietary scripts, underlying technology, third-party content, information and/or other material (whether in written, graphical, or another form) comprised in the Services.
The Parties acknowledge that by reason of their relationship under this Agreement, they may receive or have access to (such party being a “Recipient”) certain information and materials concerning the other party’s (such party being a “Discloser”) business, technology, and/or products (including the Services and all terms and conditions and pricing set forth in this Agreement) that is confidential and of substantial value to the other party, which value would be impaired if such information were disclosed to third parties (“Confidential Information”). Except as otherwise permitted by the Agreement, the Recipient agrees that it will not use in any way for its own account or the account of any third party, nor disclose to any third party, any such Confidential Information, and will protect the confidentiality of such information with the same degree of care which it uses to protect its own confidential information, using no less than a reasonable degree of care.
Such use and non-disclosure obligations shall not apply to information which (a) was already rightfully known to Recipient prior to the Discloser disclosing it; (b) is in or has entered the public domain through no breach of this Agreement or other wrongful act of Recipient; (c) has been rightfully received from a third party not under obligation of confidentiality; (d) has been approved for release by Discloser’s written authorization; (e) is required to be disclosed by law; or (f) was independently developed by Recipient, as evidenced by documentation, without reference to or reliance on Discloser’s Confidential Information.
10. MODIFICATIONS TO PLATFORM.
The information and materials contained on the Platform are subject to change and UL Solutions reserves the right to modify, suspend, or discontinue, temporarily or permanently, the Platform (or any part thereof) from time to time, for any or no reason. You agree that UL Solutions and the UL Solutions Company (as applicable) shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Platform, provided, however, if terminated or suspended for more than 30 days, if you have procured fee-based Services, the applicable UL Solutions Company shall refund on a pro-rata basis any pre-paid fees.
11. UL SOLUTIONS WARRANTIES.
The applicable UL Solutions Company warrants that any fee-based Services will be performed with reasonable care in a diligence and competent manner. The applicable UL Solutions Company’s sole obligation will be to use good faith efforts to correct any non-conformance with this warranty. THE FOREGOING WARRANTY SETS FORTH OUR ONLY WARRANTY CONCERNING THE SERVICES AND ANY DELIVERABLES, AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED.
UL Solutions may terminate, limit or suspend your access to the Platform at any time without notice to you. Grounds for such termination, limitation of access or suspension include without limitation: (i) breaches or violations of this Agreement; (ii) requests by law enforcement or other government agencies; (iii) discontinuance or material modification to the Platform (or any part thereof); (iv) technical or security issues or problems; (v) engagement by you in fraudulent or illegal activities; (vi) in the event of your material breach of any Separate Agreement (as defined below); and/or (vii) your failure or inability to pay your debts and obligations in the normal course of business as well as any filing of a petition in bankruptcy or any similar filing for protection from creditors will be a material breach by you of all Separate Agreements. Further, you agree that all terminations, limitations of access and suspensions for cause shall be made in UL Solutions', or the applicable UL Solutions Company’s, sole discretion and that UL Solutions or UL Solutions Company (as applicable), shall not be liable to you or any third party for any termination of your account, any associated email address, or access to the Platform. You may terminate the Services in the manner provided in the Additional Terms and may deactivate your account to the Platform by providing notice through the UL Solutions “Contact Us” form. Unless otherwise set forth in the Additional Terms, termination does not entitle you to a refund. Any terms of this Agreement that would, by their nature, survive the termination of this Agreement will so survive. Upon notice of termination of this Agreement, UL Solutions or UL Solutions Company (as applicable) will take immediate steps to bring the Services to a close in a prompt manner. Upon termination, we are entitled to reimbursement in full for all Services provided and any other sums due pursuant to this Agreement up to the effective date of termination, including any other direct costs and expenses incurred by us in connection with the termination.
13. INTERNET DELAYS.
UL SOLUTIONS’ AND UL SOLUTIONS COMPANY’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. UL SOLUTIONS AND UL SOLUTIONS COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
14. LIMITATION OF LIABILITY.
EXCEPT AS OTHERWISE SET FORTH IN ANY ADDITIONAL TERMS, AS APPLICABLE, IN NO EVENT WILL UL SOLUTIONS OR UL SOLUTIONS COMPANY AND THEIR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANY DAMAGE OR LOSS RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM, INTERNET DELAYS, OR FROM LOSS OF DATA, INCLUDING THE CONTENT OF ANY MESSAGES, PROFITS, USE, BUSINESS, BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, HOWEVER CAUSED. THIS LIMITATION OF LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE; PROVIDED, HOWEVER, IF YOU HAVE PROCURED FEE-BASED SERVICES THE APPLICABLE UL SOLUTIONS COMPANY’S AGGREGATE LIABILITY FOR ANY DIRECT DAMAGES SHALL NOT EXCEED THE LESSER OF (I) $10,000, OR (II) FEES PAID BY YOU FOR THE SPECIFIC FEE-BASED SERVICE GIVING RISE TO LIABILITY.
IN ADDITION TO ANY DISCLAIMERS SET FORTH ON the Platform OR IN THE ADDITIONAL TERMS, AND EXCEPT AS EXPRESSLY STATED HEREIN, UL Solutions AND UL Solutions COMPANY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THIS AGREEMENT OR ANY SERVICES PROVIDED HEREUNDER. UL SOLUTIONS AND UL SOLUTIONS COMPANY (AS APPLICABLE) DOES NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (B) THAT CLIENT WILL OBTAIN ANY SPECIFIC RESULTS BY USING THE SERVICES; (C) THE OPINIONS OR FINDINGS IT PROVIDES IN CONNECTION WITH THE SERVICES WILL BE RECOGNIZED OR ACCEPTED BY THIRD PARTIES OR REPRESENT LEGAL OR OTHER REGULATORY ADVICE; OR (D) THAT USE OF THE SERVICES GUARANTEE ANY OF CLIENT'S PRODUCTS OR SYSTEMS WILL BE ACCEPTABLE OR LEGAL IN ANY JURISDICTION OR THAT CLIENT WILL COMPLY WITH ANY AND ALL ADMINISTRATIVE, REGULATORY, OR GOVERNMENTAL REQUIREMENTS.
Client acknowledges that the Services provided through the Platform are not consulting services and do not supplant Client's own efforts to ensure Client's compliance with regulatory requirements. UL Solutions’ or UL Solutions Company’s provision of the Services does not in any way relieve Client of any responsibility for the design, manufacture, testing, marketing or sale of its products or systems. Client shall not rely solely on any information provided through the Platform, but shall consult with professionals of Client's own choosing for assessment of regulatory compliance. Although the Platform may contain 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 Platform 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 Platform.
The information available via the Platform is general in nature and is not intended to constitute a definitive, comprehensive, or global statement of information on any subject. the Platform may include information on a subject without including similar information regarding other markets and/or related subjects. Where the Platform includes alert mechanisms, any default alert times are placeholders and Client is responsible for setting alert times that are appropriate to its needs and circumstances. Where a Service includes notifications that particular laws, regulations, rules, or changes thereto may affect a particular Client product or registration, such notifications are for the purpose of inviting further review but are not based on an individualized review of Client’s products or registrations, and are not provided for all potentially applicable laws, regulations, rules, or changes. Where the Platform includes a template or information as to the components of a document to be completed by Client, such service does not constitute guidance tailored to Client’s particular products or needs and may not direct Client to include content called for by such products or needs.
In addition to any indemnities set forth in the Additional Terms, you agree to defend, indemnify, and hold any UL Solutions and its affiliates and their directors, officers, or employees, harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from your use of the Platform or the placement or transmission of any message, information, software, or other materials through the Platform by you or users of your account or related to any violation of this Agreement by you or users of your account.
17. LOCAL LAWS AND EXPORT CONTROL.
Our servers for the Platform are based in the United States. This Platform provides a Service 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 Platform 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 EU 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 EU export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. This Platform 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 Solutions 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 and/or the EU, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries.
This Agreement may not be assigned by you without the prior written approval of UL Solutions or UL Solutions Company (as applicable). Any purported assignment in violation of this section shall be void. UL Solutions or UL Solutions Company may assign or delegate certain of its rights or responsibilities under this Agreement to any of its affiliates, independent contractors or other third parties.
19. SEPARATE AGREEMENTS.
You may have other agreements with UL Solutions or UL Solutions Company for services not accessed through the Platform or another UL Solutions Company not relating to your use of the Platform (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 Solutions or UL Solutions Company with respect to such other services.
You agree that we may subcontract this Service to any UL Solutions affiliate or other third parties subject to our requirements.
By submitting suggestions and/or feedback regarding how UL Solutions or UL Solutions Company (as applicable) may improve the Platform or Service Content ("Feedback"), you acknowledge and agree that: (a) your Feedback do not contain confidential or proprietary information; (b) UL Solutions or UL Solutions Company (as applicable) is not under any obligation of confidentiality, express or implied, with respect to the Feedback; (c) UL Solutions or UL Solutions Company (as applicable) may use or disclose (or choose not to use or disclose) your Feedback for any purpose, in any way, in any media worldwide; (d) UL Solutions or UL Solutions Company (as applicable) may have something similar to the Feedback already under consideration or in development; (e) your Feedback automatically become the property of UL Solutions or UL Solutions Company (as applicable) without any obligation of UL Solutions or UL Solutions Company (as applicable) to you and you hereby assign to UL Solutions or UL Solutions Company (as applicable) all right, title and interest (including all intellectual property rights) in such Feedback; and (f) you are not entitled to any compensation or reimbursement of any kind from UL Solutions or UL Solutions Company (as applicable) under any circumstances.
22. ELECTRONIC SIGNATURE AND DISCLOSURE CONSENT NOTICE.
You agree to the use of electronic documents and records in connection with your registration for the Platform and all future documents and records in connection with the Platform, including without limitation, this electronic signature and disclosure notice. You also agree that this use satisfies any requirement that we provide you these documents and their content in writing. To receive or access electronic documents and records, you must have: (a) a device that is capable of accessing the Internet; (b) an Internet browser that supports UL Solutions’ required encryption; and (c) software that permits you to receive and access Portable Document Format or 'PDF' files and email. To retain documents and records, your device must have the ability to download and store PDF files.
23. 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.
All notices hereunder shall be deemed to have been given when delivered to the addresses of the parties set out in the Additional Terms by personal delivery, facsimile (confirmed by copy sent by certified mail), overnight carrier, or by registered post, return receipt requested, postage prepaid.
Any dispute or disagreement relating to this Agreement will be settled by confidential, binding arbitration administered by the International Centre for Dispute Resolution of the American Arbitration Association ("AAA") pursuant to the AAA Commercial Arbitration Rules and the Procedures for Large, Complex Commercial Disputes. The arbitration venue will be Chicago, Illinois, except: (i) if your principal place of business is in Europe, then the venue will be London, UK; and (ii) if your principal place of business is in Asia, Australia or New Zealand, then the venue will be Singapore, Republic of Singapore. The arbitration will be conducted before a panel of three (3) arbitrators. Each arbitrator will be an individual with substantial commercial transactional experience of at least fifteen (15) years in a corporate or judicial legal setting. The arbitration panel will be selected as follows: you and UL Solutions or UL Solutions Company (as applicable) will request a list of ten (10) arbitrators drawn from the AAA's panel of commercial arbitrators (to be experienced in and familiar with the AAA's Procedures for Large, Complex Commercial Disputes). From this list, both parties will each choose one arbitrator. After they have been notified of their panel selection, the two (2) arbitrators will agree on a third arbitrator from the list of ten (10), who will be the chair of the panel, and the panel will be final. The decision of the majority of the arbitrators will be the panel's decision. The arbitrators will not have the authority to add change, or disregard any provision in these Terms, award incidental, consequential, or punitive damages (including, but not limited to, loss of use, unjust enrichment, and/or lost profits), or exceed the limitation of liability provided for above. The panel's decision will be binding and judgment on the arbitration award may be entered by a court of competent jurisdiction. Arbitration will be the final remedy for any dispute between us arising out of these Terms, provided, however, that nothing herein shall prevent UL Solutions or UL Solutions Company (as applicable) from seeking a court order such as for injunctive relief (in addition to other remedies) to stop or prevent misuse or misappropriation of its trademarks, confidential or proprietary information, or infringement of its intellectual property, in a court of law. All arbitrations shall be conducted in English.
These Terms and any applicable Additional Terms constitute the entire Agreement between you and UL Solutions and UL Solutions Company (as applicable) and govern your use of the Platform, superseding any prior version of these Terms between you and UL Solutions and UL Solutions Company (as applicable) with respect to the Services and Platforms. You agree that, except as otherwise expressly provided in the Agreement, there shall be no third-party beneficiaries to the Agreement. No text or information set forth on any other purchase order, pre-printed form or document shall add to or vary the terms and conditions of this Agreement. Any failure by UL Solutions or UL Solutions Company (as applicable) to insist upon the performance of any provision of this Agreement shall not constitute a waiver of any rights under the Agreement or future performance of that provision.
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. The section titles in the Agreement are solely used for the convenience of the parties and have no legal or contractual significance.
No joint venture, partnership, employment, or agency relationship exists between you and UL Solutions or UL Solutions Company (as applicable) as a result of this Agreement or use of the Service. The failure of UL Solutions or UL Solutions Company (as applicable) 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 Solutions or UL Solutions Company (as applicable) in writing.
Dated: January 18, 2023