UL’s Supply Chain Network Terms of Service

These Terms of Service (the “Terms”) apply to Client’s license of UL’s Supply Chain Network as outlined in the signed Statement of Work between UL and Client (“SOW”).

All services described hereunder constitute Services as defined in the Master License and Service Agreement or other master agreement governing UL’s provision of software and related services to Client (the “Agreement”). Capitalized terms used herein and not otherwise defined herein have the meaning set forth in the Agreement or applicable SOW. 

1. Services

In consideration of Client’s timely payment of applicable fees, UL will provide a subscription to supply chain network services (“SCN Subscription Services”) and any project services (“Project Services”) as specified in an applicable SOW (collectively, the “Services”). Client shall access the SCN Subscription Services on a designated site with certain UL software (the “Supply Chain Network”). In connection with such use of the Supply Chain Network, Client shall be known as a “Recipient.” For the avoidance of doubt, Client’s use of any other UL or UL affiliate services accessed through the Supply Chain Network, including but not limited to WERCSmart®, WERCSLink™ and ULGHS.com, shall be governed by the terms of such services and Client’s use of the Supply Chain Network in the capacity as a supplier responding to another party’s invitation shall be governed by the online terms of use of the Supply Chain Network as may be amended (“SCN Terms of Use”). 

1.1 Types of Services

1.1.1 Subscriptions.

1.1.1.1 SCN Subscription Services Term. The initial term of the SCN Subscription Services shall be one year from the Effective Date and as set forth on the SOW (the “Initial Term”). Subscriptions Services shall automatically renew on the anniversary of the Effective Date for additional periods equal to one year (a “Renewal Term”), unless either Party gives the other written notice of non-renewal at least 30 days prior to the end of the applicable term. The Initial Term and any Renewal Term shall each be a “Term.”

1.1.1.2 SCN Subscription Services include providing Client access to and the ability to submit UL questionnaires, which may be modified from time to time and as per Client request subject to UL approval (each, a “Questionnaire”) to selected suppliers (each, a “Supplier”) via an email containing a link to the Supply Chain Network.

1.1.1.3 In order to respond to a Questionnaire, a Supplier must create an account subject to the SCN Terms of Use. Supplier submitted responses (“Supplier Information”) will be provided to Client in accordance with the SCN Terms of Use at its Supply Chain Network account. UL shall not be responsible or liable for Client’s deletion, correction, modification, destruction, damage, loss or failure to store any Questionnaire or Supplier Information in Client’s Supply Chain Network account. UL reserves the right to deny for any reason any Client-proposed question to be included in a Questionnaire.

1.1.1.4 Client and Supplier Obligations. Client acknowledges that UL’s performance hereunder is subject to Client’s provision of any relevant client materials and a Supplier’s provision of complete and accurate Supplier Information and payment of applicable fees.

1.1.1.5 Modifications and Maintenance to the Supply Chain Network. Supply Chain Network availability and access to the SCN Subscription Services will be as set forth in Schedule A attached hereto. UL reserves the right to modify the Supply Chain Network (or any part thereof) from time to time, for any or no reason.

1.1.2 Project Services. Project Services are subject to the following terms:

1.1.2.1 Project Term. The term of a Project Service ends upon completion of those Project Services, unless earlier terminated.

1.1.2.2 Scope. UL will provide Project Services to Client in accordance with an applicable SOW, which shall include any specifications, timetables and procedures described therein.

2. GRANT OF LICENSES

UL hereby grants Client a non-exclusive, perpetual, irrevocable, royalty-free and full paid license to use, reproduce, modify, create derivative works of, reports (not including any UL software) generated in connection with Questionnaires that result from the Services, which reports may contain information that may be subject to separate agreements between Client and its suppliers.

Notwithstanding anything to the contrary, during a Term Client grants UL the limited license to list Client as a participating UL Supply Chain Network recipient, as needed, in order to provide applicable Services.

Client hereby grants UL a non-exclusive, perpetual, irrevocable, royalty-free and fully paid license (with the right to assign such license to affiliates) to use, reproduce, modify, create derivative works of, distribute, perform and display aggregated, anonymized data derived from information received in connection with Client’s use of the Services hereunder, including any Confidential Information, for UL’s business purposes, where “aggregated from” means that such data: (a) has been sanitized to remove Client’s name, but may include specific survey questions provided by Client and (b) may reference the general industry category, type and overall response data by suppliers. The Aggregated Data will not be considered your information or your Confidential Information.

3. TERMINATION

Any termination in accordance with the Agreement or these Terms will be without any liability or obligation of the terminating Party, other than with respect to any fees for Services performed prior to such termination and any breach of the SOW prior to termination, and the Parties will immediately cease representing to the public any affiliation between them in connection with the subject matter of the applicable SOW. In the event this SOW is terminated (other than by reason of Client’s breach), UL will make available to Client the then existing responses to Questionnaires in back-up SQL file form within 30 days of termination, if Client so requests at the time of termination.

4. OWNERSHIP

For the avoidance of doubt, Client shall not own the names and contact information of any Suppliers that may respond to Questionnaires or Supplier Information. UL’s obligations with respect to Supplier contact information and Supplier Information shall be subject to the SCN Terms of Use and any applicable laws.

5. DATA SECURITY

5.1 Security. UL has implemented and agrees to maintain commercially reasonable technical, physical and organizational measures intended to protect Client Confidential Information against unauthorized use, access or alteration.

5.2 Incident Reporting. To the extent known or discovered, UL shall report to Client any access, use or disclosure of Confidential Information in violation of this SOW (a “Security Incident”). The Parties acknowledge and agree that this Section constitutes notice by UL to Client of the ongoing existence and occurrence of attempted but Unsuccessful Security Incidents (as defined below) for which no additional notice to Client shall be required. “Unsuccessful Security Incidents” shall include, but not be limited to, pings and other broadcast attacks on UL’s firewall, port scans, unsuccessful log-on attempts, denials of service and any combination of the above, so long as no such incident results in unauthorized access, use or disclosure of Confidential Information. UL agrees to report to Client any Security Incident within 3 business days.

In order for a reported issue to be considered a valid submittal each Client service request must include the following information at a minimum:

• Application component to which the request relates to
• Outline nature of service request including all possible details
• Context (e.g. ultimate goal of request)
• Timeline expectation, if applicable.

UL will use commercially reasonable efforts to respond to problems the same day reported but cannot and does not warrant any particular response time except as provided for in the above table. In responding to any service call or email, UL shall use commercially reasonable efforts to instruct Client in the proper use of the application and to analyze, diagnose and correct technical issues with the same care; provided, that UL does not warrant or insure service results or represent or warrant that all errors or program defects will be corrected or corrected within a specific timeframe. 

Schedule A

Service Level Agreement

MAINTENANCE SERVICES and AVAILABILITY SERVICE LEVEL AGREEMENT

Maintenance Services

1. General. UL will provide the following Maintenance Services in accordance with this Appendix.
2. Routine Maintenance. To guarantee optimal performance of the Supply Chain Network, it is necessary for UL to perform routine maintenance. Such maintenance often requires taking servers offline and will be typically performed during non-business hours. UL reserves the right to plan a scheduled outage with forty-eight (48) hours advance notice to Client.
3. Telephone Support. UL will, at no additional cost, provide Client reasonable telephone support (via a toll-free telephone number) relating to the installation, implementation, configuration, use and operation of the Services or any problems therewith. Telephone support will be available during standard business hours Monday through Friday 8:00 A.M. through 5:00 P.M ET.
4. Product Assistance. In addition, UL will answer questions by Client regarding the day-to-day operation of the Services (“Know-How”). Know-How may include any of the following:
   1. Data files, file and data definitions and relationships, data definition specifications, data models, interfaces, program architecture, program structure, sequence and organization, screen displays, reference and user manuals, design and functional specifications relating to the Services;
   2. Maintenance, support utilities and tools relating to Services;
   3. Security requirements and methodologies relating to Services;
   4. Such other material as Client may reasonably request.
5. Enhancements. UL will provide to Client, without additional charge, copies of the documentation revised to reflect any and all enhancements to the Services made by UL.

Availability Service Level Agreement

The performance standard for Availability shall be ninety-nine percent (99%). The performance standard for Availability shall be considered an objective only and not a representation, warranty or guaranty of performance. Availability shall be calculated as follows:

1. Potential Available Hours. Means the total number of hours per month less the hours per month of scheduled maintenance. Client will be notified in writing of schedule maintenance for the Services. Scheduled maintenance shall be conducted between the hours of 8:00 a.m. through 12:00 p.m. Eastern Time, Saturdays and Sundays. For example, for a 30-day month with 16 hours of monthly scheduled maintenance, “Potential Available Hours” will be 704. [(30 * 24) -16 = 704].
2. Actual Available Hours. The total unscheduled outage hours for that month, as recorded in the UL Management System and other system information logs, shall be subtracted from the “Potential Available Hours” to derive the “Actual Available Hours,” and
3. Availability. The “Actual Available Hours” shall be divided by the “Potential Available Hours” to yield the “Availability.”
4. Exceptions: In calculating Availability, the following shall be excepted:
   1. Circumstances beyond UL reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, strike, or other labor disturbance, interruption or delay in telecommunications, virus attacks or hackers;
   2. Failure of access circuits to the Services, unless such failure is caused by UL;
   3. Scheduled maintenance;
   4. Supplier’s acts or omissions (or acts or omissions of others engaged or authorized by customer) including, without limitation, custom scripting or coding, any negligence, willful misconduct or use of the Service in breach of the terms and conditions set forth herein;
   5. Outages elsewhere on the Internet that hinder access to the Services.