Limited
License Agreement
THIS LIMITED LICENSE AGREEMENT (“AGREEMENT”) IS A
BINDING LEGAL AGREEMENT BETWEEN ULSE Inc. (“UL”) AND YOU (INCLUDING YOUR
EMPLOYER, IF APPLICABLE). PLEASE READ THE FOLLOWING TERMS AND
CONDITIONS CAREFULLY, AS YOUR USE (AND USE BY YOUR EMPLOYER) OF THE STANDARDS
CERTIFICATION CUSTOMER LIBRARY (“SCCL”) AND THE STANDARDS FOR SAFETY,
SUSTAINABILITY, OUTLINES OF INVESTIGATION, INTERIM SUSTAINABILITY REQUIREMENTS,
AND OTHER STANDARDS-RELATED MATERIALS OF UL (INCLUDING WITHOUT LIMITATION ULC
STANDARDS AND UL ENVIRONMENT) THAT YOU DOWNLOAD OR ACCESS THROUGH THE SCCL
(EACH, A “PUBLICATION” AND COLLECTIVELY, THE “PUBLICATIONS”) IS SUBJECT TO AND
CONDITIONED UPON YOUR AGREEMENT TO THESE TERMS AND CONDITIONS, AS WELL AS YOUR
STATUS AS A UL CERTIFICATION CUSTOMER IN GOOD STANDING. IF YOU DO
NOT AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO
NOT ENTER OR USE THE SCCL AND YOU MUST IMMEDIATELY STOP ALL USE OF THE
PUBLICATIONS.
1.
Grant of Limited License. Subject to the terms and
conditions of this Agreement, you are hereby granted a limited, personal,
non-exclusive, non-transferable, non-sublicensable license to use the SCCL to
access and use the Publications solely for your bona fide business
purposes. This limited license includes the right to download and
print one (1) copy of each separate Publication that you access through the
SCCL.
2. Authorized
User Requirement. The license above is
granted in consideration for your or your employer’s status (as applicable) as
a UL certification customer in good standing, as determined by UL in its sole
discretion (“Authorized User”). You represent and warrant that at
all times you are using the SCCL and accessing the Publications as an
Authorized User. In the event of breach of this representation and
warranty, in addition to all other remedies UL may have, you agree to pay UL
its published rate for each Publication and all legal expenses and court costs
incurred by UL in connection with collecting payment from you for such
unauthorized access. In the event you or your employer cease to
remain an Authorized User, you must immediately stop all use of the SCCL and
the Publications. You further agree to pay UL its published rate for
all Publications once you or your employer are no longer an Authorized User,
and all legal expenses and court costs incurred by UL in connection with
collecting payment from you for such unauthorized access.
3. Prohibited
Uses. The license above describes all
permitted uses of the Publications. As a condition to the limited
license granted above, unless expressly authorized above or otherwise in
writing by UL, you agree not to do any of the following with respect to the
Publications:
· Copy or
otherwise reproduce the Publications;
· Distribute,
email, transmit, publish, disclose, transfer, forward a copy, or otherwise make
the Publications available to others;
· Systematically
download, electronically store, archive the Publications;
· Alter,
modify, adapt, translate or create derivative works of the Publications;
· Incorporate
the Publications into any other documents;
· Use
them as part of or in connection with any third-party certification,
inspection, testing, audit, verification or other compliance program other than
a UL, UL Environment or other UL-affiliated program and under the terms of an
agreement with UL or a UL affiliate;
· License,
lease, rent, sell, or assign the Publications to any third party;
· Obscure,
delete, modify or alter any copyright or other proprietary notices; and
· Share
with or otherwise make available your SCCL username and password to any third
parties.
You are
responsible for taking reasonable measures to prevent prohibited uses of the
Publications, and you agree to promptly notify UL of any copyright infringement
of the Publications or any violation of the prohibited uses of which you become
aware. You further agree to cooperate with UL in investigating any such
prohibited uses and will take reasonable steps to ensure the cessation of such
activity and to prevent any reoccurrence.
4. Ownership. UL owns all rights,
title and interest in the Publications and all copyright and other
intellectual property rights therein. You acknowledge and agree that
your download and access of the Publications is not a sale of the Publications
(or copies thereof) to you, that you have no ownership interest in the
Publications and any copies thereof, and that other than the limited license
granted herein, UL retains all rights, title and interest in the Publications
(including exclusive ownership) and all copies thereof (whether in electronic
or hardcopy format) and all copyright and other intellectual property rights in
each of the foregoing. UL reserves the right to regain possession of
the Publications from you at any time. When no longer needed, you
agree to destroy the Publications (if in hardcopy format) or delete and
purge the Publications and all copies thereof from your files (if in electronic
form).
5. Audit
Rights. UL reserves the right to audit your
compliance with the terms and conditions of this Agreement. UL
or its representative may, upon reasonable notice during normal business hours,
audit and investigate your use of the Publications. Subject to an
appropriate confidentiality agreement, you agree to permit access to your
records and computer systems for this purpose. If the inspection
reveals unlicensed or prohibited use of the Publications, you agree to promptly
reimburse UL for the cost of the audit and for any unlicensed/prohibited
uses. By invoking this procedure, UL does not waive any of its
rights to enforce this license or to protect its intellectual property rights
by any other means permitted by law.
6. Termination. You may
terminate this license at any time by ceasing all use of the Publications and
destroying all copies (if in hardcopy format) or deleting and purging the
Publications and all copies thereof from your files (if in electronic
format). This license shall automatically terminate upon your breach
of any of the terms and conditions above, including without limitation if you
or your employer are no longer an Authorized USER. Upon termination,
all license rights automatically revert back to UL. The provisions
of Paragraphs 3 (Authorized User Requirement), 4 (Ownership), 5 (Audit Rights),
7 (No Representations or Warranties; Limitations of Liability), 8 (Entire
Agreement), 9 (Third Party Beneficiaries) and 10 (Governing Law) shall survive
the termination of this Agreement.
6. Remedies. You
agree that any breach of this Agreement or misuse of the Publications or other
UL intellectual property will cause UL irreparable harm that cannot be
compensated by money. UL may (in addition to other remedies) obtain a
court order to stop or prevent such breach or misuse.
7. No
Representations or Warranties; Limitations of Liability. SCCL AND THE PUBLICATIONS ARE PROVIDED “AS IS” WITHOUT
REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING WITHOUT LIMITATION MERCHNATABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT. UL MAY MAKE IMPROVEMENTS
AND/OR CHANGES TO THE PUBLICATIONS AND/OR SCCL AT ANY TIME, IN ITS SOLE
DISCRETION AND WITHOUT NOTIFICATION TO YOU. UL RESERVES THE
RIGHT AT ANY TIME AND FROM TIME TO TIME TO TEMPORARILY OR PERMANENTLY MODIFY OR
DISCONTINUE THE AVAILABILITY OF THE PUBLICATIONS VIA SCCL WITH OR WITHOUT
NOTICE. UL SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY
SUCH MODIFICATION, SUSPENSION OR DISCONTINUANCE. IN NO EVENT SHALL
UL, ULC STANDARDS, UL ENVIRONMENT, OR ANY OF THEIR AFFILIATES OR SUBSIDIARIES
BE LIABLE FOR ANY INJURY, DEATH, DAMAGE OR LOSS OF PROPERTY, LOSS OF PROFITS,
LOSS OF USE, OR ANY OTHER CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE
DAMAGES ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR THE USE OF SCCL OR THE
PUBLICATIONS.
8. Entire
Agreement. This Agreement constitutes the entire
agreement and understanding between you and UL and supersedes all prior
communications, understandings, representations, negotiations and discussions,
written or oral, between the parties regarding the subject of this Agreement,
except that any separate copyright assignment or license agreement between you
and UL, UL Environment, Inc. or any of their affiliates or subsidiaries shall
survive in accordance with its terms. Wherever possible, each
provision of this Agreement shall be interpreted as valid under applicable
law. If any provision herein is found to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not be affected or impaired. All waivers must be in
writing and signed by UL. UL reserves the right to amend this
Agreement from time-to-time, and UL will post the amended terms on this
website. Continued use of the Publications after such amended terms
have been posted will constitute your agreement to such changes.
9. Third
Party Beneficiaries. You agree that UL Environment, Inc.,
ULC Standards, and other UL affiliates and subsidiaries are intended third
party beneficiaries of these terms and conditions and are entitled to enforce
them against you.
10. Governing Law. These
ordering terms are governed by the law of the State of Illinois, without regard
to any conflicts of law rules. Any action related to these terms
shall be filed in the federal or state courts having jurisdiction in Cook
County, Illinois, USA. The parties consent to the sole and exclusive
jurisdiction of such courts and the exercise of personal jurisdiction therein,
and shall bear any costs, legal fees and expenses incurred in transferring
actions filed elsewhere.
11. Online Policies. You agree to UL's Online Policies.