Notice/Acceptance of Terms.
This Terms of Service Agreement (the “Agreement”) is a contract between you and UL Verification Services Inc., a Delaware company (“UL”). For purposes of this agreement “you” and “your” means you, personally. However, if you are accessing this Site (as defined below in Section 2) on behalf of and as a representative of your company, then, “you” and “your” means your company. “UL Company” means UL or an entity controlled by, controlling, or under common control with UL, and "UL Companies" means all of them, collectively.
This Agreement governs use of the www.ulreachacross.com site (the “Site”). Be sure that you carefully read and fully understand this Agreement. UL is willing to provide you with access to the Site only on the condition that you accept all of the terms and conditions contained in this Agreement. Your use of the Site, including without any limitation any of the products or services offered on the Site, will constitute your acceptance of, and agreement to be bound by, all the terms and conditions of the Agreement. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT ACCESS THE SITE OR ANY PRODUCTS OR SERVICES PROVIDED ON OR THROUGH THE SITE.
Further, you should note that, this Agreement may be updated or amended by UL from time to time. All such updates and changes are effective immediately upon notice thereof, which UL will give by posting a revised version of this Agreement or other notice on this Site. You should view this Agreement often to stay informed of changes that may affect you, as your continued use of this Site signifies your continuing consent to be bound by the terms of this Agreement.
The disclaimers, terms, and conditions in this Agreement are of general application and may be supplemented by additional disclaimers, guidelines, rules, terms, or conditions of specific application on any particular page of this Site.
Description of Services.
Through this Site, UL provides a service (the “Service”) for generating draft toxicology assessment reports (each, a “Report”). The Service is 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. 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. The audio and visual information, documents, software and any other products and services contained or made available to you in the course of using the Service (“Content”) presented at this Site may vary depending upon your browser limitations. . Content shall not include Reports created by you.
Fees and Payment
Applicable fees for Services are as disclosed on the Site and are required to be made through any third-party service provider with whom we have contracted. Prices for the Services exclude all applicable taxes and telecommunication charges. Such taxes and charges are your responsibility. Fees are nonrefundable. UL may change the pricing for Services, from time to time, upon notice to you. Payment must be received by UL before any Service is performed.
Account Information and Security.
UL does not own any data, information, or material that you submit to the Service in the course of using the Service ("Your Information"). You hereby represent and warrant that you have all necessary rights in and to all Your Information you provide and that your submission of Your Information and its use in connection with the Site shall not infringe, violate, or misappropriate any intellectual property or other rights of third parties or contain any libelous, tortious, or otherwise unlawful information.
You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Your Information. UL shall not be responsible or liable for the deletion, correction, review, destruction, damage, loss, or failure to store any of Your Information. You agree that we may share your contact information and general product information with other UL Companies, subcontractors or third parties, in order for us to: (i) perform the Services; (ii) conduct surveys for input about us and our Service for the improvement of our Service; or (iii) provide you additional information about our Services or other services offered by UL Companies. You may opt out of these communications at any time by clicking on the “unsubscribe” link in them, or changing the relevant setting on your “My Account” page.
UL will collect and store Your Information in a manner consistent with industry security standards. We have implemented technical, organizational, and administrative systems, policies, and procedures to help ensure the security, integrity, and confidentiality of Your Information and to mitigate the risk of unauthorized access to, use, or alteration thereof.
UL acknowledges that Your Information may include proprietary or confidential information (“Confidential Information”). Confidential Information, however, does not include information or materials that are: (i) already known to the UL Companies at the time of disclosure and not subject to an obligation of confidentiality; (ii) publicly available or that become publicly available other than through the acts or omissions of the UL Companies; or (iii) subsequently acquired by the UL Companies from other sources not in violation of any confidentiality obligations. The UL Companies agree that it will not, in whole or in part, disclose, transfer, use, or reverse engineer your non-aggregated, identifiable Confidential Information, except as necessary by UL to perform the Service. UL agrees to treat your Confidential Information with the same degree of care it employs to protect its own Confidential Information and in no event less than a reasonable standard of care. We may use or disclose your Confidential Information: (i) to UL Companies, agents, and subcontractors in connection with performing the Service; (ii) when required to be produced pursuant to an order or command of any judicial or regulatory authority, (iii) when deemed in our discretion to be in the interest of public safety, or (iv) when required by any common law or statutory or regulatory duty.
Subject to the terms and conditions of this Agreement, UL grants you a non-exclusive, non-transferable, worldwide right to use the Service during the agreed subscription period, solely for your own internal business purpose. All rights not expressly granted to you are reserved by UL. You do not have authority to (and may not allow any third party to) modify or create a derivative work of any Content. Further, you are required to include with and display on each copy of such Content the associated copyright notice and UL provided disclaimer. You may download the information and documents from the Site delivered to you, including a Report produced through the Site, and use such documents and information for their intended purposes. No other use is permitted. Without limiting the generality of the foregoing, you shall not:
You agree not to access the Site by any means other than through the HTML or other interface that is provided by UL for use in accessing the Site.
UL has no obligation to monitor the Site. However, you acknowledge and agree that UL has the right to monitor the Site from time to time and to disclose any information as necessary or appropriate to satisfy any law, regulation, or other governmental request, to operate the Site properly or to protect itself or its customers.
You acknowledge and agree that UL may terminate your password or account or deny you access to all or part of the Site without prior notice if you engage in any conduct or activities that violate any of the terms and conditions, violate the rights of UL, or is otherwise inappropriate for continued access.
You agree to defend, indemnify, and hold UL and its affiliates harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from your use of the Site or the placement or transmission of any message, information, software, or other materials through the Site by you or users of your account or related to any violation of this Agreement by you or users of your account.
You hereby grant 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 your use of the Services and Your Information, including any Confidential Information, (the “Aggregated Data”) for UL’s business purposes, including the provision of products and services to UL Companies’ other customers, provided the Aggregated Data is combined with similar data from other customers and does not include (directly or by inference) any information identifying you or any identifiable individual and does not include Your Information or your Confidential Information in a non-aggregated, identifiable format. The Aggregated Data will not be considered your information or your confidential information.
You are responsible for all activity occurring under your account and shall abide by all applicable local, state, national, and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You 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 immediately stop any copying or distribution of Content that is known or suspected by you or your users; and (iii) not impersonate another UL user or provide false identity information to gain access to or use the Service.
The Service requires that all questions in the Site are fully and accurately answered. By using this Service, you are certifying that the information you enter is true, accurate, and complete. UL has no responsibility to verify the information you provide. You remain responsible for reviewing and approving any Report we provide prior to its publication and distribution.
Delivery of a Report
Once payment is received, we will create a Report based on your submitted request. You will be notified of its availability for review via e-mail. Please be sure your network allows receipt of emails from lst.ReachAcrossSupport@ul.com to ensure notification. Reports are delivered for review via a UL REACHAcross™ account. You should note that Reports are not dynamically associated with each other once delivered. YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL REVIEW ANY REPORT PRIOR TO ITS DISTRIBUTION OR PUBLICATION AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY PUBLISHED OR OTHERWISE DISTRIBUTED REPORT.
Your Representations & Warranties
You represent and warrant that you have the legal power and authority to enter into this Agreement. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
Any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you or any other party relating to the Service 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 your use of the Content within the Site intended to be placed and used within the Reports you produce.
Any unauthorized copying, redistribution, reproductions, or modification of the contents of this Site by any person may be a violation of federal or common law, trade-mark, 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 your rights as specifically granted to use the UL Marks or except in the case of a Report authored by UL incorporating the UL logo, you have no rights in the UL Marks. You will cooperate with the UL Companies in maintaining, renewing, enforcing, and protecting the UL Marks. You will not directly or indirectly challenge the UL Marks or the UL Companies' ownership of them. You will not seek to register any of the UL Marks, or any confusingly similar marks, anywhere in the world. You agree to notify us promptly if you are aware of any infringement or misuse involving any of the UL Marks or any conflicting trademark, service mark, or certification mark. You agree that any misuse of the UL Marks, or other UL Companies' intellectual property, will cause irreparable harm that cannot be compensated by money only.
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. You agree that UL shall not be liable to you 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.
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.
Disclaimer of Warranties and Limitation of Liability
You agree that use of the Site and the Services is entirely at your own risk. THE SITE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, SERVICES, UNINTERRUPTED ACCESS, OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE SITE. SPECIFICALLY, UL DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (1) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, PRODUCTS OR SERVICES AND (2) ANY WARRANTIES OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTUOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.
NEITHER UL NOR ANY OF ITS EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, AFFILIATES, WEBSITE CO-BRANDING PROVIDERS OR CONTENT OR SERVICE PROVIDERS SHALL BE LIABLE TO YOU OR OTHER THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF THE SITE OR INABILITY TO GAIN ACCESS TO OR USE THE SITE OR OUT OF ANY BREACH OF ANY WARRANTY INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANY DAMAGE OR LOSS FROM LOSS OF DATA, PROFITS, USE, BUSINESS, BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS, EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, HOWEVER CAUSED, WHETHER BY THE NEGLIGENCE OF SUCH PARTY OR OTHERWISE. UL’S TOTAL LIABILITY UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY ALLEGED NEGLIGENCE, TO YOU OR ANYONE CLAIMING ON BEHALF OF OR THROUGH YOU SHALL BE LIMITED TO THE FEES PAID BY YOU TO UL ATTRIBUTABLE TO THE PARTICULAR SERVICE DIRECTLY INVOLVED.
UL takes reasonable and appropriate measures to ensure that your information is disclosed only to those specified by you. However, the Internet is an open system and we cannot and do not guarantee that the information you have entered will not be intercepted by others.
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 SHOULD IN NO WAY BE CONSIDERED LEGAL ADVICE, INTERPRETATIVE COUNSEL, OR OTHER PROFESSIONAL ADVICE. YOU ARE ENCOURAGED TO CONSULT WITH COUNSEL FOR LEGAL ADVICE REGARDING COMPLIANCE WITH ANY LAWS OR REGULATIONS DISCUSSED IN THE SITE. YOU ACKNOWLEDGE AND AGREE THAT AS BETWEEN YOU AND UL, YOU ARE SOLELY RESPONSIBLE FOR THE COMPLIANCE OF YOUR PRODUCTS WITH REGULATORY REQUIREMENTS AND THAT UL’S PROVISION OF THE SERVICE DOES NOT IN ANY WAY RELIEVE YOU OF ANY RESPONSIBILITY FOR THE DESIGN, MANUFACTURE, TESTING, MARKETING, OR SALE OF YOUR PRODUCTS.
Local Laws and Export Control
This Site provides a Service and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the European Union (“EU”). You acknowledge and agree that the Site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States and/or the EU maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. and EU export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. This 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 Service is appropriate or available for use in other locations. If you use the Service from outside the United States and/or the EU, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries.
This Agreement may not be assigned by you without the prior written approval of UL, but may be assigned without your consent by UL to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
You may have other agreements with UL or another UL Company not relating to your use of the Site (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 and additional services that may be provided by us.
You agree that we may subcontract this Service to any UL Company or other third parties subject to our requirements. We will provide as a term of any such subcontract that the subcontractor will meet our current qualification requirements, including complying with our confidentiality requirements. UL will be responsible for any breach of this Agreement by its subcontractors.
Statute of Limitations
You agree 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 Site or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Language of this Agreement
If you have been provided with a translation of the English language version of this Agreement, then you agree that the translation is provided for your convenience only and that the English language version of this Agreement will govern your usage of the Site. If there is any contradiction between what the English language version of the Agreement says and what a translation says, then the English language version shall take precedence.
This Agreement shall be executed and delivered by your electronic acceptance online, which constitutes your signature. UL’s electronically or other properly stored copies of this Agreement, as signed by you shall be the true, complete, valid, authentic and enforceable copies of these documents, and you agree that you shall not contest the admissibility or enforceability of UL's copies of them in a court or any proceeding arising out of such documents. Further, by accepting this Agreement and clicking "Accept", you acknowledge and agree that this is a legally binding electronic agreement which you fully understand the terms of and are authorized by your company or employer to enter into for the purchase of the Service.
This Agreement shall be governed by the laws of the State of Illinois and controlling U.S. 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 this Agreement or the Service shall be 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 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 as a result of this Agreement or use of the Service. The failure of UL 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 in writing.
This Agreement comprises the entire agreement between you and UL and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
You agree that there shall be no third-party beneficiaries to this Agreement.