UL SPLASH™ Field Sprinkler Program Portal
EFFECTIVE DATE: AUGUST 17, 2016
Acceptance of Terms
By accessing and using the Portal or any of the Applications contained therein, you accept and agree to be legally bound by the terms and conditions contained in these Terms. If you are using the Portal on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these terms. 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 Portal or any of the Applications contained therein.
Your agreement with UL LLC or any subsidiaries or affiliates (“UL”) to use the Site will always include, at a minimum, the terms and conditions set forth herein. These shall be referred to as the “Master Terms.” Your agreement with UL will also include the terms of any other services you receive from UL, in addition to these Master Terms. These additional terms shall be referred to as “Additional Terms”. Where Additional Terms apply to a service, these will be accessible for you to read either within, or through your use of, that service. If there is any conflict between these Master Terms and any Additional Terms, then the Additional Terms shall take precedence with respect to that Service.
The Master Terms and Additional Terms shall collectively be referred to as the “Terms.”
Changes to Terms
These Terms may be modified, amended, updated, or deleted at any time and for any reason without notice to you. Any such modifications, amendments, updates or deletions will be effective immediately upon posting in the Portal, and we will note near the top of this page the date that such changes were made and/or when they became effective. Your continued use of the Portal after such posting shall be deemed to constitute acceptance by you of the changes. Additionally, any aspect, service or feature of the Portal (e.g., content, availability, etc.) may be changed or discontinued at any time.
Language of the Terms
If you have been provided with a translation of English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language version of the Terms will govern your usage of the Portal. If there is any contradiction between what the English language version of the Terms say and what a translation says, then the English language version shall take precedence.
Electronic Signature And Disclosure Consent Notice
SCOPE OF USE
In using the Portal or any Applications, UL allows you to provide certain data, customer information and other content in order to access the UL online programs and services contained in the Portal and Applications (collectively, the "Services"). You agree to ensure that the information you provide is accurate and will be promptly updated.
You are being granted access to the Portal and the related Applications because you are a UL customer. You may use the Portal solely in connection with your receipt of services provided by UL on behalf of a UL customer and not for any other purpose. The commercial use, reproduction, transmission or distribution of any of the content within the Portal or any Applications in whole or in part is strictly prohibited. You agree to use the Portal and related Applications 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 Portal or the related Applications through any automated means (including use of scripts, bots or web crawlers) or to upload or post any content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment used in connection with the Portal. Gathering data from the Portal or any of its Applications through harvesting or automated means that are not enabled or approved through the Portal itself is strictly prohibited. You agree that you will not engage in any activity that interferes with or disrupts the Portal or its Applications or interferes with any other party's use and enjoyment of the Portal or its Applications.
The Portal may contain areas or functionality that requests or enables you to post, upload or supply product, inspection, testing or audit information, messages or other user-generated content (collectively, "Customer Content").
You are solely responsible for all Customer Content you upload or post to the Portal or any Application and for the consequences of your actions (including any loss or damage which UL might suffer) by doing so. UL does not control the Customer Content and, as such, does not guarantee the accuracy, integrity or quality of such Customer Content. In no event shall UL assume or have any responsibility or liability for any Customer Content or for any claims, damages or losses resulting from the use and/or appearance of Customer Content on this Site or by UL’s use of the Customer Content.
You hereby represent and warrant that you have all necessary rights in and to all Customer Content, including all information it contains and that such Customer Content shall be complete and accurate and that, to the extent it contains personal data for which you are a data controller, you are in compliance with any relevant data protection laws in furnishing it to us and agree that we may rely upon and process such information, including, without limitation, personal data, when providing you services. You further represent and warrant that no Customer Content infringes, violates or misappropriates any intellectual property or other rights of third parties or contain any libelous, tortious, or otherwise unlawful information. You acknowledge that Customer Content may be pre-screened, refused or removed in our sole discretion.
You understand and accept that we may share Customer Content with our affiliates, agents or subcontractors in order for us to perform services, for the improvement of our Services or to provide additional information about our services to you. You retain full ownership of Customer Content. These Terms do not grant UL any rights to Customer Content or intellectual property except for the limited rights that are needed to operate the Portal, the Applications and perform Services for you or the testing and other services governed by any service agreement that you have with UL.
When you upload or otherwise submit Customer Content to the Portal, you give UL (and our agents) a worldwide license to use, host, store, reproduce, modify, create derivative works, communicate, publish, perform, display and distribute such Customer Content for the limited purpose of operating, promoting and improving our Portal, Applications and Services, to develop new Services and to perform the testing, inspection, evaluation, analysis and other services governed by any service agreement that you have with UL. It is your responsibility to ensure that you have the necessary rights to grant us this license for any Customer Content that you submit to the Portal, related Applications or for any Services.
As part of the Services, you may have access to certain documents from UL on the Portal or in any related Application. These documents are made available in electronic form and are intended solely for your internal use. We retain all ownership, rights, title, and interest in and to any reports, procedures, data, calculations, notes, or other materials in any form conceived, prepared, or generated or originated by UL (“UL Documentation”) that are uploaded or posted to the Portal or related Applications. You are prohibited from sharing or distributing any UL Documentation with or to third parties without UL’s prior written consent. Notwithstanding the foregoing, to the extent any UL Documentation is governed by both these Terms and another form agreement with UL, such other form agreement shall govern.
You acknowledge that the Portal and related Applications contain text, software, logos, slogans, photos, video, graphics, music and sound, and other content (collectively “UL Materials”) that is protected by copyright, trademark, trade dress, patent, trade secret and/or other intellectual or proprietary rights. The UL Materials and all rights therein is the exclusive property of UL or its licensors. Without limiting the generality of the foregoing, UL owns copyright in the selection, coordination, arrangement and enhancement of such UL Materials, as well as in some or all of the content original to it. You may not 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 UL 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 UL Materials by use of the Site.
The Portal may include content or links to other resources provided by third parties. You acknowledge and agree that neither UL or any of its affiliated entities are responsible for the availability of such third party content or resources, and does not endorse and is not responsible or liable for any the accuracy or completeness of such content or your use thereof. If you decide to access any of the third party websites linked to the Portal, you do so at your own risk.
SUGGESTIONS SUBMITTED TO THE PORTAL
By submitting ideas, suggestions, documents, and/or proposals (“Suggestions”) to the Portal through any suggestion or feedback pages, by email, or by phone or by otherwise providing Suggestions, you acknowledge and agree that: (a) your Suggestions do not contain confidential or proprietary information; (b) the Suggestions may be used or disclosed or not used or disclosed for any purpose, in any way, in any media worldwide; (c) something similar to the Suggestions may already be under consideration or in development; (d) you hereby assign 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.
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 Portal 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 agree to immediately notify us via the Portal of any unauthorized use of your password or account. You agree that no data or content transmitted over any networks, the Internet, or wirelessly, is guaranteed to be secure. You acknowledge that if you wish to protect your transmission of data or files to the Portal, it is your responsibility to use a secure encrypted connection to communicate with the Portal.
You agree that all of UL's and its subsidiaries' and affiliates' trademarks, certification marks, trade names, service marks and other UL logos and brand features (collectively, "UL Marks") are the exclusive property of UL or its subsidiaries or affiliates. Without UL's prior written permission, you agree not to display or use the UL Marks in any manner. Without limiting the generality of the foregoing, nothing herein shall be construed as granting you any rights to use any UL certification marks.
DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
YOUR USE OF THE PORTAL AND ANY RELATED APPLICATIONS IS AT YOUR SOLE RISK. THE PORTAL AND ALL CONTENT IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. UL LLC, ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF ALL OF THE FOREGOING'S TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AND LICENSORS EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND RELATING TO THE PORTAL AND ANY RELATED APPLICATIONS, 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 PORTAL OR ANY RELATED APPLICATIONS WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; AND (iv) WITH RESPECT TO THE QUALITY, INTEGRITY, ACCURACY OR COMPLETNESS OF ANY UL MATERIALS OR OTHER INFORMATION OBTAINED OR USED BY YOU THROUGH THE PORTAL OR ANY RELATED APPLICATIONS. YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO YOUR USE OF THE PORTAL AND ANY RELATED APPLICATIONS.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT UL LLC, ITS SUBSIDIARIES AND AFFILIATES, AND ALL OF THE FOREGOING'S DIRECTORS, 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 OR RELATING TO: YOUR USE OR INABILITY TO USE (i) THE PORTAL; (ii) CUSTOMER CONTENT; (iii) UL MATERIALS; (iv) INFORMATION SUPPLIED BY THIRD PARTIES; OR (v) APPLICATIONS. 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 agree to indemnify and hold UL LLC, its subsidiaries and affiliates, and all of the foregoing's directors, trustees, officers, employees, agents, contractors, partners, content providers and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of: (A) Customer Content you submit, post, transmit, modify or otherwise make available through the Portal; (B) your use of the Portal or Applications; or (C) your violation of these Terms.
Your access to the Portal may be terminated, limited or suspended at any time without notice to you. Grounds for such termination, limitation of access or suspension include without limitation: (A) breaches or violations of these Terms; (B) requests by law enforcement or other government agencies; (C) discontinuance or material modification to the Portal (or any part thereof); (D) unexpected technical or security issues or problems; (E) changes to regulatory or legal requirements regarding any services offered by UL; and/or (F) engagement by you in fraudulent or illegal activities.
GOVERNING LAW AND JURISDICTION
These Terms will be governed by the laws of the State of Illinois, United States of America, without reference to its choice of law principles. Subject to the below dispute resolution provision, and without limiting its scope, you consent to the exclusive jurisdiction in the state courts and federal courts of competent jurisdiction in Cook County, Illinois or the U.S. District Court for the Northern District of Illinois, for any claims or disputes that are determined not to be subject to resolution by arbitration, as provided in the dispute resolution provision below.
Any dispute or disagreement relating to these Terms will be settled by confidential, binding arbitration administered by the International Centre for Dispute Resolution of the American Arbitration Association ("AAA") pursuant to the AAA Commercial Arbitration Rules and the Procedures for Large, Complex Commercial Disputes. The arbitration venue will be Chicago, Illinois, except: (i) if your principal place of business is in Europe, then the venue will be London, UK; and (ii) if your principal place of business is in Asia, Australia or New Zealand, then the venue will be Singapore, Republic of Singapore. The arbitration will be conducted before a panel of three (3) arbitrators. Each arbitrator will be an individual with substantial commercial transactional experience of at least fifteen (15) years in a corporate or judicial legal setting. The arbitration panel will be selected as follows: you and UL will request a list of ten (10) arbitrators drawn from the AAA's panel of commercial arbitrators (to be experienced in and familiar with the AAA's Procedures for Large, Complex Commercial Disputes). From this list, both parties will each choose one arbitrator. After they have been notified of their panel selection, the two (2) arbitrators will agree on a third arbitrator from the list of ten (10), who will be the chair of the panel, and the panel will be final. The decision of the majority of the arbitrators will be the panel's decision. The arbitrators will not have the authority to add change, or disregard any provision in these Terms, award incidental, consequential, or punitive damages (including, but not limited to, loss of use, unjust enrichment, and/or lost profits), or exceed the limitation of liability provided for above. The panel's decision will be binding and judgment on the arbitration award may be entered by a court of competent jurisdiction. Arbitration will be the final remedy for any dispute between us arising out of these Terms, provided, however, that nothing herein shall prevent UL from seeking a court order such as for injunctive relief (in addition to other remedies) to stop or prevent misuse or misappropriation of its trademarks, confidential or proprietary information, or infringement of its intellectual property, in a court of law. All arbitrations shall be conducted in English.
You may not use the Portal or export information and materials from the Portal or Applications in violation of the export laws of the United States or any other country. If you access the Portal or any Application from a location outside of the United States, you are responsible for compliance with all applicable laws. Access to and use of the Portal or any Application from territories where the Portal's content is illegal is prohibited.
Governing Law and Jurisdiction
These Terms and your use of the Portal and any Application shall be governed by the laws of the state of Illinois, USA without regard to any conflict-of-law provisions or rules.
These Terms constitute the entire agreement governing your use of the Portal and any Application contained therein, superseding any prior version of any terms and conditions relating to the Portal. 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.
Statute of Limitations
Waiver and Severability of Terms
The failure 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 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.
You may have other agreements with UL or its affiliates or subsidiaries. Those agreements are separate and in addition to these Terms. These Terms do not modify, revise or amend the terms of any other agreements you may have with UL.