Updated Mar. 8, 2022
UL Solutions provides the Services (as defined below) pursuant to an executed statement of work (“SOW”) between UL and Client. To the extent that UL and Client have entered into a master agreement governing the subject matter hereof ("Agreement"), the Agreement governs UL's performance of the Services (as defined below), and Client’s use thereof. To the extent the parties have not entered into such an Agreement, these Terms of Service (as referenced in the applicable SOW) govern. In the event of a conflict between the Agreement and these Terms of Service concerning the subject matter herein, these Terms of Service prevail.
Particular UL Solutions Services may be subject to additional agreements and posted guidelines or rules (each, “Supplemental Agreements”). All such Supplemental Agreements and guidelines and rules are hereby incorporated by reference into these Terms of Service. Where a conflict exists between these Terms of Service and any Supplemental Agreement, the provisions of any Supplemental Agreement shall govern.
These Terms may be updated or amended by UL from time to time. All such updates and changes are effective immediately upon UL’s posting of a revised version of these Terms on UL’s site. It is Client’s responsibility to view these Terms often to stay informed of changes that may affect it. Also, UL may change or discontinue any aspect, service, online program or feature of or on the Site (as defined below), including the ability to search and access data, information, documents, features contained in the Site, at any time as UL refines, adds or removes features (e.g., content, availability, functionality, etc.).
2. Description of Services
“Service(s)” means the specific edition of UL’s online safety data sheet (“SDS”) authoring and managing tools, or other Services identified in the applicable SOW, as developed, operated, and maintained by UL, accessible via the designated web site or IP address, or ancillary services rendered to Client by UL, to which Client is granted access under these Terms of Service, including the UL Technology and the Content (as each term is defined below). Client accesses Services through use of the Site (as defined below).
“UL Technology” means all of UL’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Client by UL in providing the Service(s).
UL provides Client and other UL clients access to the Services, which, among other things, facilitate production and management of SDS and, includes implementation and other professional services, if any, as set forth in the applicable statement of work (“SOW”). “User(s)” means Client’s employees, representatives, consultants, contractors or agents who are authorized to use the Services and have been supplied user identifications and passwords by Client (or by UL at Client’s request). Services are located at the designated web site or IP address provided to Client (the “Site”). Certain Services may be available only in certain jurisdictions and are void where prohibited by law. UL assumes no responsibility for the timeliness, deletion, mis-delivery, or failure to store any user communications or personalization settings. In order to use the Site, Client must have access to the World Wide Web, either directly or through devices that access Web-based content and pay any service fees associated with such access. System availability and access to the Services available on this Site may be limited or unavailable for reasons which may include, without limitation, system performance. Other than as specifically set forth herein, UL makes no representations, warranties, or assurances as to the availability of the Site.
Except as expressly provided otherwise in the Agreement, a Supplemental Agreement, or SOW, UL grants Client a non-exclusive, non-transferable, worldwide right to use the Services, solely for its own internal business purpose, subject to these Terms of Service. All rights not expressly granted herein are reserved by UL.
Client does not have authority to (and may not allow any third party to) modify or create derivative works of any Content. “Content” means the audio and visual information, documents, software, products and services contained or made available to Client in the course of using the Services. Content shall not include SDSs created by Client.
Client is required to include with and display on each copy of such Content the associated copyright notice. No other use is permitted. Without limiting the generality of the foregoing, Client shall not:
- license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or the Content in any way;
- create unauthorized Internet “links” to the Services or “frame” or “mirror” any Content on any other server or wireless or Internet-based device. The foregoing does not prohibit Client from using the link provided within the Services as an internet web-viewer, which allows Client’s customers access to SDS Client creates through the Services. Such link may be accessed through Client’s website;
- reverse engineer or access the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Services, or (c) copy any ideas, features, functions or graphics of the Services;
- access (or attempt to access), or systematically retrieve data from, any part of the Site through any automated means (including use of scripts, bots or web crawlers). Gathering data from the Site through harvesting or automated means that are not enabled or approved through the Site itself is strictly prohibited;
- engage in any activity that interferes with or disrupts the Site or interferes with any other party’s use of the Site; or
- direct or allow any other person or entity to do any of the foregoing. Individual User licenses (in the quantity designated in the applicable SOW) cannot be shared or used by more than one individual end user but may be reassigned from time to time to new end users. Client may not access the Site by any means other than through the HTML or other interface that is provided by UL for purposes of accessing the Site.
4. Client Responsibilities
Client is responsible for all activity occurring under its user accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with its use of the Services, including those related to data privacy, international communications and the transmission of technical or personal data. Client shall: (i) notify UL immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to UL immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by Client; and (iii) not impersonate another UL user or provide false identity information to gain access to or use the Services. In using the Services, Client shall comply with the requirements in the user documentation applicable thereto, including, but not limited to saving SDS Client creates to its own computer system.
5. Client Representations & Warranties
Client represents and warrants that it has the authority to enter into these Terms of Service, and that the individual representing Client for purposes of these Terms of Service has not falsely identified themselves nor provided any false information to gain access to the Services.
6. Account Information and Data
UL does not own any data, information or material that Client submits in the course of using the Services (“Client Data”). Client hereby represents and warrants that it has all necessary rights in and to all Client Data provided and that submission of such Client Data and its use in connection with the Site as otherwise permitted by these Terms of Service does not infringe, violate or misappropriate any intellectual property or other rights of third parties or contain any libelous, tortious, or otherwise unlawful information.
Client has sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership interests, or right to use all Client Data, and UL is not responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Client Data.
In the event these Terms of Service are terminated (other than by reason of Client’s breach), UL will, upon request, make available a file of the Client Data within 30 days of termination. Upon termination for cause, Client’s right to access or use Client Data immediately ceases. In such cases, UL ’s obligation with respect to any Client Data is more fully described in Section 13 of these Terms of Service.
Client agrees that UL may share its contact information and general product information with other UL Companies (as defined below), subcontractors or third parties, in order for UL to: (i) perform the Services; (ii) conduct surveys for input about UL and its Services or the improvement of its Services; or (iii) provide additional information about UL Services to Client. “UL Company” means UL or an entity controlled by, controlling, or under common control with UL and “UL Companies” means all of them, collectively.
7. Confidential Information
The parties acknowledge that by reason of their relationship under these Terms of Service, 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, Client Data, and all terms and conditions and pricing set forth in these Terms of Service, the Agreement and any SOW) 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 provided herein, 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, except as needed to provide the contracted Services under the applicable SOW, 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. UL has implemented and maintains appropriate technical, organizational, and administrative systems, policies, and procedures to help ensure the security, integrity, and confidentiality of Client’s Confidential Information and to mitigate the risk of unauthorized access to, use, or alteration thereof. 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 these Terms of Service 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. UL may disclose Client’s Confidential Information: (i) to UL Companies, agents and subcontractors in connection with performing the Services; (ii) when required to be produced pursuant to an order or command of any judicial or regulatory authority; or (iii) when required by any common law or statutory or regulatory duty.
Client hereby grants to UL a non-exclusive, perpetual, irrevocable, fully-paid-up, royalty free license to use de-identified aggregated or statistical data derived from Client Data, including information pertaining to Client's use of the Services (the "Aggregated Data") for UL's business purposes, including the provision of products and services to UL's other customers. The Aggregated Data will not be considered Client Data or Client Confidential Information.
8. Intellectual Property
UL either owns or has obtained permission from the owner to use all of the Content on this Site. Any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Client or any other party relating to the Services shall be owned by UL.
The names, graphics, logos, icons, designs, words, titles and phrases on this Site constitute trademarks, trade names, trade dress and associated products and services represented on this Site are protected under United States and international law, and their display on this Site does not convey any license of other rights in these trademarks, trade names, trade dress, and associated products or services. Any use of them without prior written authorization of UL is strictly prohibited. The foregoing does not prohibit or restrict Client’s use of the Content within the Site intended to be placed and used within the SDS Client produces.
Any unauthorized copying, redistribution, reproductions, or modification of the contents of this Site by any person many be a violation of federal or common law, trademark and/or copyright laws and could subject such person to legal action.
One or more of the UL Companies own the rights to a family of trademarks, service marks, certification marks, trade names, logos, domain names, corporate identifiers and other intellectual property rights that contain or include “UL,” “Underwriters Laboratories” and variations and derivatives thereof (collectively, the “UL Marks”). Except for the rights as specifically granted to use the UL Marks, or except in the case of a draft SDS authored by UL incorporating the UL logo, Client has no rights in the UL Marks. Client will cooperate with the UL Companies in maintaining, renewing, enforcing, and protecting the UL Marks. Client will not directly or indirectly challenge the UL Marks or the UL Companies’ ownership of them. Client will not seek to register any of the UL Marks, or any confusingly similar marks, anywhere in the world. Client agrees to notify us promptly if it becomes aware of any infringement or misuse involving any of the UL Marks or any conflicting trademark, service mark, or certification mark. Client agrees that any misuse of the UL Marks, or other UL Companies’ intellectual property, will cause irreparable harm that cannot be compensated by money damages. A Supplemental Agreement may include additional obligations regarding the UL Marks.
9. Third Party Interactions
During use of the Services, Client may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Services. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between Client and the relevant third-party. UL and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between Client and any such third-party. UL does not endorse any sites on the Internet that are linked through the Services. UL provides these links only as a matter of convenience, and in no event shall UL or its licensors be responsible for any content, products, or other materials on or available from such sites. UL provides the Services pursuant to these Terms of Service. Client recognizes that certain third-party providers of ancillary software, hardware or services may require Client’s acceptance of additional or different license or other terms prior to its use of or access to such software, hardware or services.
10. Modifications to Site
UL reserves the right to modify, suspend, or discontinue, temporarily or permanently, the Site (or any part thereof) from time to time, for any or no reason and without notice. Client agrees that UL shall not be liable to Client or to any third party for any modification, suspension or discontinuance of the Site. The information and materials contained on the Site are subject to change.
11. Charges and Payment of Fees
Client shall pay all fees or charges in accordance with the pricing and billing terms in effect at the time a fee or charge is due and payable. The initial charges and any subsequent payments will be due as set forth in the SOW. Client is responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. “License Term(s)” means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the SOW.
12. Non-Payment and Suspension
Each SOW will set out fees payable, expense reimbursement terms, and applicable payment terms; provided, however, if such payment terms are not set forth in an SOW, then Client will pay UL within thirty (30) days after the date of such invoice. If a valid invoice is not paid within the timeframe specified in the applicable SOW, then Client shall have an additional thirty (30) days from the payment due date, otherwise UL may suspend access to the Services until such invoice is paid. If UL terminates these Terms of Service, the Agreement or an SOW for non-payment, Client shall reimburse UL’s costs of collection (including legal fees). Client acknowledges that the Services may include a timing mechanism that causes it to cease functioning if Client has not renewed its license to the same prior to the expiry of the term of the applicable SOW. The fees quoted to Client are exclusive of any transaction related tax that may apply to such SOW. If the SOW is subject to tax (Sales tax, Goods Services or VAT) we will reflect such tax amounts on Client’s invoices. If Client is exempt from such taxes, Client shall provide substantiation of its exemption to UL prior to Client’s first billing. All other taxes that may be imposed at the time of payment by Client’s local jurisdiction shall be the responsibility of Client.
UL reserves the right to impose a reconnection fee in the event Client is suspended and thereafter requests restored access to the Services. Client agrees that UL has no obligation to retain Client Data and that such Client Data may be irretrievably deleted if Client’s account is more than 30 days delinquent.
13. Termination upon Expiration/Reduction in Number of Licenses
These Terms of Service commence on the Effective Date and remain in effect for the License Term indicated on the SOW. Either party may terminate these Terms of Service or reduce the number of licenses, effective only upon the expiration of the then-current License Term, by notifying the other party in writing at least 30 days prior to the end of the current License Term. In the event these Terms of Service are terminated (other than by reason of Client’s breach), UL will make available to Client a file of the Client Data within 30 days of termination upon request. Client agrees that UL has no obligation to retain the Client Data, and may delete such Customer Data, more than 30 days after termination.
14. Termination for Cause
Any breach of payment obligations or unauthorized use of the Services by Client is a material breach of these Terms of Service. UL, in its sole discretion, may terminate Client’s access to the Services and Site if Client breaches or otherwise fails to comply with these Terms of Service. UL may terminate a free account at any time in its sole discretion. Client agrees that UL has no obligation to retain the Client Data, and may delete same, if Client fails to cure its material breach within 30 days of notice.
15. Limited Warranties and Disclaimer
UL makes no warranties other than the warranties expressly contained herein.
A. UL represents and warrants that: (i) it has the legal power and authority to enter into these Terms of Service; (ii) will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof; and (iii) that the Services will perform substantially in accordance with the UL help documentation under normal use and circumstances.
B. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, UL AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR ANY CONTENT.
C. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, UL AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT: (i) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (ii) THE SERVICE WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS (iii) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY CLIENTTHROUGH THE SERVICES WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS; (v) ERRORS OR DEFECTS WILL BE CORRECTED; OR (vi) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
D. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, UL MAKES NO WARRANTY WHATSOEVER REGARDING THE ACCURACY, READABILITY OR USEFULNESS OF ANY DATA INCLUDED IN THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, SDS, TEXT PHRASES, PRODUCT TEMPLATES, PRODUCT TYPES, TEXT PHRASE TRANSLATIONS, CHEMICAL PROPERTIES, REGULATORY INFORMATION, OR OTHER RELATED ENVIRONMENTAL, HEALTH, SAFETY OR REGULATORY DATA.
E. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE SERVICES AND ALL CONTENT ARE PROVIDED STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY UL AND ITS LICENSORS.
F. ALTHOUGH THE SITE CONTAINS CERTAIN CONTENT RELATING TO LAWS AND REGULATIONS, SUCH CONTENT IS INTENDED TO BE A GENERAL INFORMATION RESOURCE AND REFERENCE TOOL AND IS NOT AN EXHAUSTIVE OR DETAILED ACCOUNT OF ALL POTENTIALLY APPLICABLE LEGAL OR REGULATORY REQUIREMENTS, NOR SHOULD IT BE CONSTRUED AS SUCH. THE SITE AND ITS CONTENT SHOULD IN NO WAY BE CONSIDERED LEGAL ADVICE, INTERPRETATIVE COUNSEL OR OTHER PROFESSIONAL ADVICE. CLIENT IS ADVISED TO CONSULT WITH COUNSEL FOR LEGAL ADVICE REGARDING ITS OWN COMPLIANCE WITH ANY LAWS OR REGULATIONS DISCUSSED IN THE SITE.
16. Internet Delays
UL’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. UL IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
17. Limitation of Liability
OTHER THAN IN CONNECTION WITH OBLIGATIONS UNDER SECTION 18, (i) IN NO EVENT SHALL UL’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CLIENT IN THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM; AND (ii) IN NO EVENT SHALL UL AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, IN THE CONTENT. This limitation of liability applies regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise.
Client agrees to indemnify and hold UL and UL Companies (as defined below), and all of the foregoing’s directors, trustees, officers, employees, agents, contractors, partners, content providers and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of: (A) Client Data submitted or otherwise made available through the Site; (B) Client’s violation of these Terms of Service; and (C) Client’s violation of any rights of another.
19. Local Laws and Export Control
This Site provides Services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies, and the export control regulations of the European Union (“EU”). Client shall not transfer or otherwise export or re-export to countries as to which the United States and/or the European Union maintains an embargo (collectively, “Embargoed Countries”) the Site, the Services, nor any of the underlying information, software, or technology may be, nor to any national or resident thereof, nor to 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 Services, Client represents and warrants that it is not located in, under the control of, nor a national nor resident of an Embargoed Country or Designated National. Client will comply strictly with all U.S. and European Union export laws and assumes sole responsibility for obtaining licenses to export or re-export as may be required.
This Site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000.
UL and its licensors make no representation that the Services are appropriate or available for use in other locations. If used outside the United States of America and/or the European Union, Client is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Services, Site, or Content contrary to United States or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Services, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.
20. Special EU Disclosure
In instances where no harmonized classification exists for a substance under the EU Classification and Labeling regulation, self-classification is mandated. Using existing publicly available data, including any toxicology data, UL determines classifications in accordance with the Classification, Labeling and Packaging Regulation [Regulation (EC) No. 1272/2008 of the European Parliament and of the Council of 16 December 2008] (the “CLP Regulation”). Manufacturers and importers may have notification obligations. Client is advised to consult REACH Regulation (EC) No 1907/2006 of the European Parliament and of the Council of 18 December 2006 to understand fully its obligations. UL ASSUMES NEITHER RESPONSIBILITY FOR THIS CLASSIFICATION NOR FOR ANY REQUIRED SUBSTANCE NOTIFICATION TO THE EUROPEAN UNION CLASSIFICATION & LABELING INVENTORY MAINTAINED BY THE EUROPEAN CHEMICALS AGENCY (ECHA).
UL may give notice by means of a general notice on the Service or Site, electronic mail to the e-mail address on record in UL’s account information, or by written communication sent by first class mail or pre-paid post to the address on record in UL account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending by email. Client may give notice to UL using the contact information set forth in the applicable SOW.
These Terms of Service may not be assigned without UL’s prior written approval, and any purported assignment in violation of this section shall be void. UL may assign these Terms of Service without consent to: (i) a UL parent or subsidiary; (ii) an acquirer of UL’s assets, or (iii) a UL successor by merger.
Client agrees that UL may subcontract Services to any UL Company (as defined below) or other third parties subject to UL requirements. UL represents that the subcontractor meets UL’s current qualification requirements, including complying with confidentiality requirements. UL will be responsible for any breach of these Terms of Service by its subcontractors.
24. Statute Of Limitations
Client agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the Site or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.
If Client is provided with a translation of the English language version of these Terms of Service, Client agrees that the translation is provided for its convenience only and that the English language version of these Terms of Service govern Client’s usage of the Site. If there is any contradiction between what the English language version of these Terms of Service and a translation, the English language version takes precedence.
These Terms of Service are governed by the laws of the State of Illinois and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with these Terms of Service or the Service are subject to the exclusive jurisdiction of the state and federal courts located in Chicago, Illinois. No text or information set forth on any other purchase order, preprinted form or document (other than an SOW, if applicable) shall add to or vary these Terms of Service.
If any provisions of these Terms of Service are held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
No joint venture, partnership, employment, or agency relationship exists between Client and UL as a result of these Terms of Service or use of the Service.
The failure of UL to enforce any right or provision in these Terms of Service shall not constitute a waiver of such right or provision unless acknowledged and agreed to by UL in writing.
These Terms of Service comprise the entire agreement between Client and UL and supersede all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.