Limited License Agreement

THIS lIMITED LICENSE AGREEMENT (“aGREEMENT”) is a binding legal agreement between Underwriters Laboratories 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 courts 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 courts 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.