These Terms constitute an agreement between you (the company utilizing the Site (as defined below)) and UL located at 23 British American Boulevard, Latham, New York 12110 (“Agreement”). By accessing and using the Site, you accept and agree to be legally bound by this Agreement. If you are using the Site on behalf of an organization, you represent that you are authorized by your company to utilize the Site, provide the information requested by the Site and bind your company to this Agreement. In that case, "you" and "your" will refer to that organization. If you do not agree to these Terms, you should not access or use the Site. "UL" and "you" may be collectively referred to as "Parties" or individually as a "Party." "UL Company" means an entity controlled by, controlling, or under common control with us, and "UL Companies" means all of them, collectively. "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of more than 50% of the interests in such entity, by contract, or otherwise.
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If you have been provided with a translation of the English language version of these Terms, then you agree that the translation is provided for your convenience only and that the English language version of these Terms will govern your usage of the Site. If there is any contradiction between the English language version of these Terms and a translation, then the English language version shall take precedence.
You represent and warrant that you: (i) will not cause us to violate any export, trade or other economic sanction law; (ii) will promptly advise us if a product involves technology that is subject to any government controls, including, without limitation, U.S. export controls, and will promptly supply all information needed to comply with those controls; and (iii) will make payment to us for Services with funds obtained and through financial institutions and accounts in compliance with applicable laws concerning the prevention of money laundering, terrorist financing and other illicit activities, including, without limitation, those enforced by the United States.
Based on the information you provide through the Site, we will provide the Services in a good, workman like and professional manner. As indicated in the Site, you are responsible for reviewing and revising any Safety Data Sheet generated through the Site and are responsible for any final published or otherwise distributed Safety Data Sheets. You agree that you shall indemnify and hold the UL Companies harmless from and against any claims against such entities, which are in any way connected with any final, published or otherwise distributed Safety Data Sheet, unless a claim results from the gross negligence or willful misconduct of the UL Companies. EXCEPT AS EXPRESSLY STATED HEREIN, UL DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY DELIVERABLE HEREUNDER. THE UL COMPANIES’ TOTAL LIABILITY UNDER THIS AGREEMENT, TO YOU OR ANYONE CLAIMING ON BEHALF OF OR THROUGH YOU SHALL BE LIMITED TO THE FEE PAID HEREUNDER FOR THE PARTICULAR SERVICE DIRECTLY INVOLVED. IN NO EVENT WILL EITHER YOU OR ANY UL COMPANY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANY DAMAGE OR LOSS RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THIS SITE OR FROM LOSS OF DATA, PROFITS, USE, BUSINESS, BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, HOWEVER CAUSED. This limitation of liability will apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise. 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 are authorized to use the Site for the purposes of accessing and using the Services. You agree to use the Site only for purposes that are lawful and permitted by the Terms. You specifically agree not to 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. You agree that you will not engage in any activity that interferes with or disrupts the Site or interferes with any other party's use of the Site. You agree not to engage in any conduct in connection with your use of the Site that is anti-competitive, deceptive or otherwise in violation of any law including those governing competition or trade practices. You further agree not to tamper with the Site or its functionality. You shall not post or transmit any information, file or software that contains a virus, worm or any other potentially contaminating or destructive information, data or feature.
Certain circumstances may require us to modify the Terms of this Agreement; for example to comply with changes in the law, to better protect the data you supply or more clearly describe our operations. At least 30 days before any such change becomes effective, we will notify you via e-mail, online posting or other means. Upon acceptance of this Agreement, its Terms shall apply to you and your WERCSmart account. If you do not agree to such changes, then you must stop using the Site before such changes become effective. Your continued use of the Site after the effective date of such changes constitutes your acceptance of and agreement to such changes.
Payment for the Services must be received by UL before results are transmitted to a WERCSmart Participant. Payments to UL are required to be made through any third-party service provider with whom we have contracted or by wire transfer. In certain limited circumstances, UL may offer a special payment arrangement via a separate payment or subscription agreement. Prices for the Services exclude all applicable taxes and telecommunication charges. Such taxes and charges are your responsibility. UL may, with reasonable notice, change the pricing of the Services, from time to time.
The Site, the systems and procedures contained therein and all intellectual property associated with the operation of the Portal are proprietary to the UL Companies or their licensors. Any such intellectual property is protected by copyright and other intellectual property laws and treaties. . UL grants you a limited, revocable, non-exclusive and non-transferable license to use and display the content only on your computing device and only for those limited purposes associated with your interaction with the Site. Other than with respect to a Safety Data Sheet, you have no right to copy, download, display, perform, decompile, reverse engineer, reproduce, distribute, transmit, modify, create derivative works of, edit, alter or enhance any of the materials in any manner. You agree not to "link," "frame" or "mirror" the Site, or any content contained on or accessible from the Site, on or from any other server or device without the advanced written authorization of UL.
At any time for any or no reason, you may cease to use the Services, provided only that you pay for all Services performed up to the date of termination. UL may terminate or suspend the Services at any time, with or without cause and, with or without notice.
Without the prior written consent of the appropriate UL Company and other than any logo appearing on a SDS generated through our Services, you are not authorized to utilize any trademark belonging to a UL Company. As indicated on the Site, the Services provide regulatory and, in some cases, sustainability data to WERCSmart Participants. WERCSmart does not make an evaluation of the quality, efficacy, or reliability of your product. A WERCSmart assessment does not constitute any type of endorsement or rejection of your product. You are not authorized to make any representations contrary to the foregoing.
Claims for enforcement, breach or violation of duties or rights under this Agreement will be adjudicated under the laws of the State of New York, without reference to conflict of laws principles. You hereby irrevocably consent to the exclusive jurisdiction and venue of state or federal courts in Albany County, New York, USA in all disputes arising out of or relating to the use of the Services.
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.
The failure of any UL Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. All provisions of this Agreement apply to the maximum extent permitted by applicable law. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect. UL may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign this Agreement, or assign, transfer or sublicense any rights in the Service or your Billing Account. Except as expressly stated herein, this Agreement constitutes the entire agreement between you and UL with respect to the Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and UL with respect to the Services. The section titles in the Agreement are solely used for the convenience of the parties and have no legal or contractual significance. No text or information set forth on any other purchase order, preprinted form, document or other agreement not offered by UL pursuant to Section 10 hereof shall add to or vary the terms and conditions of this Agreement. You agree that there shall be no third-party beneficiaries to this Agreement.
If you have requested authoring of a Safety Data Sheet for use in the European Union, please note that in instances where no harmonized classification exists for a substance under the EU Classification and Labeling regulation, self-classification is mandated. Using existing publically available data, including any toxicology data, we determine a classification 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”). Please note that manufacturers and importers may have notification obligations. Please consult REACH Regulation (EC) No 1907/2006 of the European Parliament and of the Council of 18 December 2006 to understand fully your obligations. WE ASSUME 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).
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 "I Agree", 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 in connection with your use of the Site.