Updated April 25, 2023
UL 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 ("Agreement"), the Agreement and these Terms of Service (“Terms”) govern 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 govern. In the event of a conflict between the Agreement and these Terms concerning the subject matter herein, these Terms prevail.
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.
2. Description of Services
“Service(s)” means any services to be provided by UL as set forth in the SOW, including, as applicable, the provision of software as a service (“SaaS”), implementation services, maintenance services, support services, or any other services that are identified in the SOW, including related software, graphics, design, reports. The Services shall not include SDSs created by Client.
“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 may be accessed at the designated web site or IP address provided to Client. 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 Services, 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. Other than as specifically set forth herein, UL makes no representations, warranties, or assurances as to the availability of the Services.
UL shall use commercially reasonable efforts to meet the performance goal for Service Availability set forth below.
The performance goal for Service Availability shall be ninety-nine percent (99%). Service Availability shall be calculated as follows:
- Potential Available Hours. The total number of hours per month less the hours per month of Scheduled Maintenance (as defined in Section 9). For example, for a 30-day month with 16 hours of monthly Scheduled Maintenance, “Potential Available Hours” will be 704. [(30 * 24) -16 = 704],
- Actual Available Hours. The total Unscheduled Outage Hours for that month, as recorded in the UL's Problem Management System and other system information logs, shall be subtracted from the “Potential Available Hours” to derive the “Actual Available Hours,” and
- Service Availability. The “Actual Available Hours” shall be divided by the “Potential Available Hours” to yield the “Service Availability.”
In calculating Service Availability, the following shall be excluded:
- 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 on third party systems;
- Failure of access circuits to the UL system, unless such failure is caused by UL Scheduled Maintenance;
- Failures caused directly or indirectly by Client’s acts or omissions (or acts or omissions of others engaged or authorized by Client) not in conformance with the user documentation including, without limitation, custom scripting or coding, any negligence, willful misconduct or use of the Services in breach of the terms and conditions set forth herein;
- Outages elsewhere on the Internet that hinder access to Client’s account.
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. 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 the Services. Notwithstanding the foregoing, Client may copy and internally disseminate reference manuals and training materials available through the Services; provided that Client is required to include with and display on each copy of such reference manuals and training materials 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 in any way;
- create unauthorized Internet “links” to the Services or “frame” or “mirror” any of the Services 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 Services through any automated means (including use of scripts, bots or web crawlers). Gathering data from the Services through harvesting or automated means that are not enabled or approved through the Services itself is strictly prohibited;
- engage in any activity that interferes with or disrupts the Services or interferes with any other party’s use of the Services; or
- direct or allow any other person or entity to do any of the foregoing. Individual User licenses (in the quantity designated in the SOW) cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users. Client may not access the Services by any means other than through the HTML or other interface that is provided by UL.
4. Client Responsibilities
Client is responsible for all activity occurring under its User accounts. Client is fully responsible for any use of Services by any of its authorized Users. 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 Services 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 created by Client to Client’s own computer system.
5. Client Representations & Warranties
Client represents and warrants that it i) has the authority to enter into these Terms and ii) 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.
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 Services as otherwise permitted by these Terms 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, or loss of Client Data that is not due to UL’s negligent acts or omissions.
Client agrees that UL may share its contact information and general product information with other UL affiliates, subcontractors or third parties, in order for UL to: (i) perform the Services; (ii) conduct surveys for input about UL and the Services or the improvement of the Services; or (iii) provide additional information about other UL services to Client.
7. Confidential Information
The parties acknowledge that by reason of their relationship under these Terms, 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, 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 for UL to provide the contracted Services under the applicable SOW or for Client’s Users, 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. The Recipient has implemented and maintains appropriate technical, organizational, and administrative systems, policies, and procedures to help ensure the security, integrity, and confidentiality of Discloser’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 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 the Services. 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 used in conjunction with the Services constitute trademarks, trade names, trade dress and associated products and services are protected under United States and international law, and their display 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 regulatory information intended to be placed and used within the SDS Client produces.
Any unauthorized copying, redistribution, reproductions, or modification of the information contained in the Services by any person may 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 affiliates 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 affiliates in maintaining, renewing, enforcing, and protecting the UL Marks. Client will not directly or indirectly challenge the UL Marks or the UL affiliates’ 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 affiliates’ intellectual property, will cause irreparable harm that cannot be compensated by money damages.
9. Modifications to The Services
UL reserves the right to modify and suspend the Services as part of Scheduled Maintenance (as defined below). Excluding emergency incidents, any scheduled maintenance that may be required will be communicated to Client at least 48 hours in advance and where possible, conducted during non-business hours (“Scheduled Maintenance”). During the term of this SOW, UL may sunset the Services or certain features thereof upon ninety (90) days prior written notice. In the event that the Services or certain features thereof are discontinued, Client may transfer to a successor product and UL shall apply any prepaid, unused fees towards the fees for the successor product. If Client chooses not to transfer to the successor product, Client may terminate this SOW and UL shall refund any unused, prepaid license fees. Certain information and materials contained in the Services such as reference materials, regulatory information, and SDS templates may be updated without notice.
10. Non-Payment and Suspension
The SOW will set out fees payable, expense reimbursement terms, and applicable payment terms. If UL terminates the 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 SOW.
UL reserves the right to impose a reconnection fee in the event Client is suspended and thereafter requests restored access to the Services.
The SOW (and these Terms) shall commence on the Effective Date and remain in effect for the License Term indicated on the SOW. Upon termination or expiration of the SOW, UL will make available to Client a file of the Client Data within thirty (30) days of termination upon request. Client agrees that UL has no obligation to retain the Client Data and may delete such Client Data thirty (30) days after termination.
Any breach of payment obligations or unauthorized use of the Services by Client is a material breach of these Terms. UL, in its sole discretion, may terminate Client’s access to the Services if Client breaches or otherwise fails to comply with these Terms.
12. 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; (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.
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.
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 CLIENT THROUGH 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 SERVICES, 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 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 SERVICES CONTAIN CERTAIN INFORMATION 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 SERVICES 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 REFERENCED IN THE SERVICES.
13. Internet Delays
THE 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.
14. Limitation of Liability
OTHER THAN IN CONNECTION WITH OBLIGATIONS UNDER SECTION 15, (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 INFORMATION OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, IN THE SERVICES. This limitation of liability applies regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise.
UL will defend or settle any causes of action, proceedings, claims, suits or demands brought by a third party (collectively, “Claims”) against Client and its Users (“Client Indemnitees”) to the extent such Claims allege that the Services, as provided by UL to Client Indemnities under these Terms, infringes any patent or any copyright or misappropriates any trade secret (“IP Claim”), and will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are awarded in final judgment against Client Indemnitees or are payable in settlement by Client Indemnitees. This indemnity obligation is subject to Client promptly notifying U within thirty (30) days of any IP Claim, granting UL the authority to defend, compromise or settle the IP Claim, and providing UL with any information relevant to such IP Claim. UL will not be bound by any settlement or compromise that Client Indemnitees enter into without UL’s prior written consent. U will have no liability for any IP Claims that are based on (i) Client’s modification of the Services not authorized in writing by UL, (ii) use of the Services in a manner not permitted by these Terms or the SOW, or (iii) use of Client Data alone or in connection with the Services. If the Services, or any portion thereof, are found to be infringing, UL, at its sole option, will have the right to: (a) procure for Client the right to continue to use the Services; or (b) replace the Services with a non-infringing system; or (c) modify the Services so that it becomes non-infringing, provided, however, that if UL chooses option (b) or (c), Client’s intended use of the Services is not impaired. Notwithstanding the foregoing, if options (a), (b) or (c) are unavailable to UL, UL will refund to Client applicable prepaid fees attributable to the infringing Services. This section constitutes UL’s entire obligation to Client with respect to any IP Claim.
Client will defend and hold harmless UL, and its affiliates and their respective directors, officers, employees, agents and contractors (“UL Indemnitees”) from and against any and all Claims and indemnify the Client Indemnitees for all damages, losses, penalties, judgments, costs, fines, liabilities or expenses of whatever nature, (including reasonable legal fees and expenses) that the UL Indemnitees may incur or suffer in connection with: (i) any claim that the Client Data infringe the IP Rights of any third party; and (ii) any claims or actions brought by third parties arising out of, or related to, Client’s use of the Services, including in connection with Client's own corporate training measures, programs or initiatives.
16. Local Laws and Export Control
The Services 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 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.
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 contrary to United States or European Union (including European Union Member States) law is prohibited. None of the Services, 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.
17. 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 Services, 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 forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending by email. Client may give notice to UL using the contact information set forth in the SOW.
These Terms 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 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 affiliate 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 by its subcontractors.
21. 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 these Terms 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, Client agrees that the translation is provided for its convenience only and that the English language version of these Terms govern Client’s usage of the Services. If there is any contradiction between what the English language version of these Terms and a translation, the English language version takes precedence.
These Terms 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 or the Services 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.
If any provisions of these Terms 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 or use of the Services.
The failure of UL to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by UL in writing.
These Terms 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.