Terms and Conditions
Terms and Conditions
Welcome to the UL LLC Commercial Resource Center ("CRC"). Please read these terms and conditions of use ("Terms") carefully. By accessing the CRC, you indicate your acceptance of the Terms and agree to be bound by them. If you do not agree to these Terms, do not access or use the CRC. We may amend these Terms from time to time without notice to you. Please check the Terms regularly to take notice of any changes. Your continued use of the CRC after any changes to these terms shall be deemed to be your acceptance of the changes.
The CRC is owned and operated by UL LLC ("UL"). References in these Terms to 'we' and 'us' are to UL LLC and its affiliates and subsidiaries.
To register as a user of the CRC, you need to provide your name, email address and company name. You agree to provide accurate and complete information. By registering, you warrant that you are authorized to sign for and bind your agency or company. After you have been provided with a username and password, all users of your username and password shall be bound by these Terms. You agree immediately to notify us of any unauthorized use of your account details or any other breach of security of which you become aware.
The contents of the CRC (including, without limitation, all trademarks, service marks, databases, logos, corporate identifiers, designs, templates, graphics, text, webpages, computer code, the look and feel of the CRC, and the names, images and other materials contained in the CRC) (collectively, 'the UL Brand Materials'), are owned exclusively by UL, its affiliates or our licensors and are protected by copyright, trademarks, database rights and other intellectual property rights.
Limited License to Use the Materials
Subject to the Terms, UL hereby grants to you a limited, non-exclusive, personal, non-transferable license (without the right to sublicense) to use the UL Brand Materials solely as expressly authorized by UL (including under any separate agreement between you and UL) on UL's behalf. Except for this limited license, UL reserves all rights, title and interest (including exclusive ownership) in and to the UL Brand Materials and all intellectual property rights therein. You shall use the UL Brand Materials solely in the word or design formats available via the CRC and all use thereof shall inure exclusively to the benefit of UL and/or its affiliates. You recognize the value of the goodwill associated with the UL Brand Materials. You shall not at any time do or cause to be done, or fail to do or cause to be done, any act or thing, directly or indirectly, contesting or in any way impairing UL's exclusive right, title, or interest in the UL Brand Materials. When using the UL Brand Materials, you shall use reasonable care to uphold UL's good name, preserve its goodwill, and avoid damaging the UL Brand Materials. You shall not use or authorize the use of the UL Brand Materials as part of a composite mark or in connection with any co-branding with any trademark, service mark, or certification mark owned by any third party without UL's prior written consent in each case. Nothing herein shall be construed as granting you any rights to use any other trademarks of UL or its affiliates, including any certification marks.
UL may immediately terminate this license at any time upon written notice to you. The license shall also automatically terminate upon your breach of these Terms or any other agreement between you and UL. Upon termination of the license above for any reason, your rights to use the UL Brand Materials shall automatically terminate and revert back to UL.
- To comply with these Terms and the CRC Material Download Terms
- To use the CRC in accordance with all relevant laws, and not for any illegal purpose
- Not to use the CRC to distribute computer viruses or other malicious code or to attempt any unauthorized access to any part or component of the CRC and
- Not to cause the whole or part of the CRC to be interrupted, damaged, rendered less efficient or to impair the effectiveness or functionality of the CRC is in any way
- Not to copy, modify, decompile, reverse engineer, publish, distribute, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the Materials in whole or in part without the express permission of UL and its licensors or as otherwise expressly permitted by applicable law. You acknowledge that you do not acquire any ownership rights in the Materials by use of the CRC.
The CRC may contain message boards and other areas where you may post or upload messages or other user-generated content such as video, photos, blogs, comments, or other materials (collectively, "User Content"). You are solely responsible for all User Content you upload or post to the CRC. UL does not does not control the User Content and, as such, does not guarantee the accuracy, integrity or quality of such User Content. In no event shall UL assume or have any responsibility or liability for any User Content or for any claims, damages or losses resulting from their use and/or appearance on this CRC. You hereby represent and warrant that you have all necessary rights in and to all User Content you provide and all information it contains and that such User Content 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 acknowledge that UL may or may not pre-screen User Content, but that UL and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any User Content that is available on the CRC. Without limiting the foregoing, UL and its designees shall have the right to remove any User Content that violates these Terms or is otherwise objectionable.
UL does not claim ownership of any User Content you post, submit or upload to the CRC. By submitting, posting or uploading User Content to the CRC, you automatically and hereby grant to UL, its affiliates and subsidiaries a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, transferable right and license to use, publish, perform, display, exhibit, reproduce, modify, adapt, edit, translate, create derivative works from, incorporate into other works, distribute, sublicense and otherwise exploit such User Content (in whole or in part) in any form, media or technology now known or hereafter developed. You also permit any other user to access, view, store or reproduce the User Content for that user's personal use.
Suggestions Submitted to the CRC
By submitting ideas, suggestions, documents, and/or proposals ("Suggestions") to UL through its suggestion or feedback pages, you acknowledge and agree that: (a) your Suggestions do not contain confidential or proprietary information; (b) UL is not under any obligation of confidentiality, express or implied, with respect to the Suggestions (c) UL may use or disclose (or choose not to use or disclose) your Suggestions for any purpose, in any way, in any media worldwide; (d) UL may have something similar to the Suggestions already under consideration or in development; (e) your Suggestions automatically become the property of UL without any obligation of UL to you and you hereby assign to UL all right, title and interest (including all intellectual property rights) in such Suggestions; and (f) you are not entitled to any compensation or reimbursement of any kind from UL under any circumstances.
Passwords And Account Security
You agree and understand that you are responsible for safeguarding the confidentiality of the password that you use to access the CRC and you agree not to disclose your password to any third party. Accordingly, you agree that you will be solely responsible for any activity using your account, whether or not you authorized that activity. You should immediately notify UL of any unauthorized use of your account.
Except for public facing materials or materials contained in the CRC that are intended for public distribution and use, You agree to keep all UL Brand Materials confidential and will not disseminate the UL Brand Materials to unauthorized parties. UL considers the guidelines and other resource documents in the CRC to be confidential information.
YOUR USE OF THE CRC AND THE UL BRAND MATERIALS IS AT YOUR SOLE RISK. THE CRC IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. UL, ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR RESPECTIVE TRUSTEES, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, PARTNERS, CONTENT PROVIDERS AND LICENSORS EXPRESSLY DISCLAIM ALL REPRESENTATIONS WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO: (i) THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE; (ii) NON-INFRINGEMENT; (iii) THAT THE CRC WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; AND (iv) WITH RESPECT TO THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE CRC.
ANY UL BRAND MATERIALS OR OTHER CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE CRC IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT UL, ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR RESPECTIVE TRUSTEES, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, PARTNERS, CONTENT PROVIDERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF UL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE CRC; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (iv) ANY OTHER MATTER RELATING TO THE CRC. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF MAY NOT APPLY TO YOU.
You indemnify us and our trustees, officers, directors, agents and employees immediately on demand against any and all claims, liability, damages, costs and expenses, including reasonable legal fees, arising out of or relating to: (a) any breach by you of these Terms; (b) your use of the CRC; (c) any User Content; (d) the infringement , misappropriation or other violation by you or any other user of the CRC using your computer, of any intellectual property or other right of any person or entity; or (e) any other liabilities arising out of your use of the CRC.
We reserve the right, without notice and in our sole discretion, to terminate your account and/or to block your use of the CRC. Upon termination or suspension of your account, your right to access the CRC and use the UL Brand Material ceases immediately. We will not be liable to you or any third party for termination or suspension of the CRC.
UL respects the privacy of the users of the CRC. This provision is designed to help you understand what information we gather and what we do with that information. The information we learn from users of the CRC helps us continually improve your online experience with the CRC.
When you register with CRC, we collect personal information from you such as your name, email address and the company you represent. We use the information that you provide for such purposes as responding to your requests, improving the CRC, and communicating with you. We will not share your personal information with any third parties unless the disclosure is reasonably necessary such as: to comply with law, a court order or subpoena; to enforce these Terms; or to protect the safety and security of our visitors and the CRC. Additionally, in the event that all or substantially all of the assets relating to the CRC are transferred or sold to another entity, information submitted to us may be transferred to the acquiring entity.
These Terms (including any additional terms) constitute the entire agreement between you and UL and governs your use of the CRC, superseding any prior version of these Terms between you and UL with respect to the CRC. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms. The section titles in these Terms are for convenience only and have no legal or contractual effect.
Law and Jurisdiction
You and UL each agree that these Terms and the relationship between the parties shall be governed by the laws of the state of Illinois, USA without regard to any conflict of law provisions or rules and that any and all claims, causes of action or disputes (regardless of theory) arising out of or relating to these Terms, or the relationship between you and UL, shall be brought exclusively in the courts located in Cook County or the U.S. District Court for the Northern District of Illinois. You and UL each agree to submit to the personal jurisdiction of the courts located within Cook County or the Northern District of Illinois, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.
Waiver and Severability of Terms
The failure of UL to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.