UL LLC (“UL Solutions” or "we” or “us”) and its affiliates welcome you to the UL Solutions Digital Platform, UL Solutions Consumer Business Online Self-Service Customer Portal, and their 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, GCM Compliance Portfolio, GCM Regulatory Intelligence, UL Go, and UL PATH SmartSuite, in addition to other services identified by UL Solutions (the “Services”).
1. TERMS.
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 the UL Solutions Company (the “Additional Terms”). 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, except as otherwise provided in these Terms, these Terms shall take precedence with respect to the Services. The Terms and Additional Terms, if applicable, shall collectively be referred to as the “Agreement.”
By accessing the Platform, you accept and agree to be legally bound by these Terms and warrant that you have the legal power and authority to enter into them. If you are using the Platform on behalf of an organization, you represent that you are authorized by that organization to use the Platform, provide the information requested by the Platform, and bind your organization to these Terms. “Client”, “you”, and “your” refer to you, and where applicable, your organization. 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), then 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 general, and may be supplemented by more specific terms and conditions on any particular page of the Platform. For example, the Platform may include cookie notices, as well as privacy policies that govern how UL Solutions and UL Solutions Company collect, use, and disclose personal data. You agree to review and comply with all terms applicable to your use 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 Services as further described in the Additional Terms. 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 the 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. If you excerpt or copy any Service Content, you must also reproduce all disclaimers, copyright notices, and other proprietary markings applicable to that content. 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.
4. RESTRICTIONS.
You shall not:
- license, sublicense, sell, resell, transfer, assign, distribute (unless you are required to do so 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 Services or the Service Content;
- create unauthorized Internet "links" to the Services 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 Services in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions, or graphics of the Services, or (iii) copy any features, functions, or graphics of the Services;
- 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);
- 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 via an ordinary web browser or other interface provided by UL Solutions for use in accessing the Platform.
5. FEES.
If you procure fee-based Services, you agree to pay the applicable fees and charges identified on the Platform, or in the applicable Quotation, Statement of Work, or Order Form, to the UL Solutions Company identified therein (the “Fees”) in accordance with the Agreement. Unless otherwise explicitly stated in the Agreement, 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 notifying you of an upcoming automatic renewal. You are responsible for canceling any subscription Services prior to renewal if you do not want the Services to renew automatically.
6. CLIENT REPRESENTATIONS AND RESPONSIBILITIES.
You represent and warrant that (i) you have full power and authority to enter into this Agreement; (ii) you will comply with all applicable laws and regulations in the performance of your obligations hereunder; and (iii) you are authorized under such laws to provide UL Solutions and UL Solutions Company (as applicable) with any personal data and have obtained any necessary consent and satisfied all 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 those 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 current. 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, title, 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 (which information shall remain subject to the confidentiality terms of this Agreement) as needed and subject to any applicable laws 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 further represent and warrant that the Client Content (i) does not infringe the intellectual property rights of any third party, (ii) is not libelous, tortious, or otherwise unlawful, and (iii) does not contain executable files or malicious code. 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. If any 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. Although UL Solutions may perform routine backups of Client Content, you agree that UL Solutions has no liability to you for any loss or corruption of any such Client Content, and you hereby waive any right of action against UL Solutions arising from any such loss or corruption.
By submitting or uploading 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) providing the Services to you, and marketing and offering additional services or products to you from UL Solutions and its affiliates and (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 Services and developing improvements or corrections to the Services.
8. INTELLECTUAL PROPERTY RIGHTS OF UL SOLUTIONS.
The IP Rights in and to the Platform, 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.
9. CONFIDENTIALITY.
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 (i) was already rightfully known to Recipient prior to the Discloser disclosing it; (ii) is in or has entered the public domain through no breach of this Agreement or other wrongful act of Recipient; (iii) has been rightfully received from a third party not under obligation of confidentiality; (iv) has been approved for release by Discloser’s written authorization; (v) is required to be disclosed by law; or (vi) 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, that if it is terminated or suspended for more than 30 days, and you have procured fee-based Services, then 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 diligent 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.
12. TERMINATION.
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) your material breach of any Separate Agreement (as defined below); (vii) your failure to remain a UL Solutions customer in good standing; and/or (viii) 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. 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 OR 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.
15. DISCLAIMERS.
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) DO NOT WARRANT THAT: (I) THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (II) CLIENT WILL OBTAIN ANY SPECIFIC RESULTS BY USING THE SERVICES; (III) THE OPINIONS OR FINDINGS THEY PROVIDE IN CONNECTION WITH THE SERVICES WILL BE RECOGNIZED OR ACCEPTED BY THIRD PARTIES OR REPRESENT LEGAL OR OTHER REGULATORY ADVICE; (IV) USE OF THE SERVICES GUARANTEES THAT ANY OF CLIENT'S PRODUCTS OR SYSTEMS WILL BE ACCEPTABLE OR LEGAL IN ANY JURISDICTION OR THAT CLIENT WILL COMPLY WITH ANY OR ALL ADMINISTRATIVE, REGULATORY, OR GOVERNMENTAL REQUIREMENTS; OR (V) THE SERVICE CONTENT WILL BE COMPLETE, ACCURATE, OR OF A CERTAIN QUALITY OR INTEGRITY.
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. In addition, in connection with the Services, UL Solutions will not act as an agent or authorized representative for any Client under any governmental or regulatory certification schemes, compulsory registration schemes, laboratory registration schemes, or any other conformity assessment schemes. 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. Neither the Platform nor the Service Content constitute 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. You are responsible for independently verifying the currency, completeness, and accuracy of all certifications, templates, forms, and other documents contained in the Service Content.
The Platform may include third-party content or links to resources provided by third parties. It may also require third-party content to work correctly. UL Solutions is not responsible for any third-party content. If you decide to access any third-party websites, you do so at your own risk. THIRD-PARTY PRODUCTS AND SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY BY UL SOLUTIONS. ALL RIGHTS AND OBLIGATIONS PERTAINING TO THIRD-PARTY PRODUCTS AND SERVICES WILL BE EXCLUSIVELY GOVERNED BY THE TERMS AND CONDITIONS OF THEIR SUPPLIERS. YOU HEREBY RELEASE UL SOLUTIONS FROM ALL LIABILITY PERTAINING TO THIRD-PARTY PRODUCTS AND SERVICES.
16. INDEMNIFICATION.
In addition to any indemnities set forth in the Additional Terms, you agree to defend, indemnify, and hold UL Solutions, UL Solutions Company, and their respective affiliates, directors, officers, employees, and agents, harmless from any and all claims, liabilities, costs, and expenses, including court costs and 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.
This Platform provides Services and uses software and technology that may be subject to United States export controls and/or trade sanctions administered by the U.S. Department of Commerce Bureau of Industry and Security, the United States Department of Treasury Office of Foreign Assets Control, and/or other U.S. agencies, along with export control and/or trade sanctions regulations of the European Union (“EU”). You acknowledge and agree that the Platform shall not be used in, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to, countries under comprehensive embargoes imposed by the United States and/or the EU (collectively, "Embargoed Countries"), or to or by a resident thereof, or any person or entity on the Specially Designated Nationals and Blocked Persons List (“SDNs”), any entity owned 50 percent or more, directly or indirectly, by one or more SDNs, any person or entity on the U.S. Department of Commerce's Entity List or Denied Persons List, or any person or entity on similar lists maintained by U.S. or EU authorities (collectively, "Designated Nationals"). By using the Services, you represent and warrant that you are not a Designated National or owned 50 percent or more by, under the control of, located in, or a resident of one or more Embargoed Countries or Designated Nationals. UL Solutions, UL Solutions Company, and their licensors make no representation that the Services are appropriate or available for use in any particular locations. You agree to comply strictly with all U.S. and EU export controls and trade sanctions laws and assume sole responsibility for obtaining licenses to import, export, or re-export as may be required by U.S., EU, and/or local laws.
18. ASSIGNMENT.
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 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.
20. SUBCONTRACTING.
You agree that we may subcontract the Services to any UL Solutions affiliate or other third parties subject to our requirements.
21. FEEDBACK.
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: (i) your Feedback do not contain confidential or proprietary information; (ii) UL Solutions or UL Solutions Company (as applicable) is not under any obligation of confidentiality, express or implied, with respect to the Feedback; (iii) 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; (iv) 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 (v) 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: (i) a device that is capable of accessing the Internet; (ii) an Internet browser that supports UL Solutions’ required encryption; and (iii) software that permits you to receive and access Portable Document Format (“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.
24. NOTICES.
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), email with delivery receipt, overnight carrier, or by registered post, return receipt requested, postage prepaid.
If the Additional Terms do not contain address information, or if no Additional Terms apply, then (i) UL may provide notice to you via your Platform account and/or the email address you provide associated with your account, and (ii) you may provide notice to UL Solutions or UL Solutions Company (as applicable) at: Legal.Department@ul.com.
25. DISPUTES.
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 the Agreement, 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.
26. GENERAL.
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 Platform. 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.
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 Services. 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: July 11, 2023