ACCEPTANCE OF TERMS

By clicking 'I have read and agree to the terms of service', you acknowledge that you have read and understood this agreement and that you accept and agree to be legally bound by the terms and conditions contained in these terms of use. If you are using the Electronic Access Site on behalf of an organization, you are agreeing to these terms of use 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 WISH TO BE BOUND BY THIS AGREEMENT, PLEASE DO NOT CLICK “I AGREE” AND DO NOT LOG INTO THE ELECTRONIC ACCESS SITE.

Subject to the terms and conditions of this Agreement, UL allows you to set up an Electronic Access Site account and to access certain UL online programs and services contained on the Electronic Access Site (collectively, the 'Services'). By accessing the Services, you agree to the terms that appear on the Electronic Access Site for those Services provided on the Electronic Access Site, as modified by UL from time to time.

ELECTRONIC SIGNATURE AND DISCLOSURE CONSENT NOTICE

You agree to the use of electronic documents and records in connection with your registration for the Electronic Access Site and all future documents and records in connection with the Electronic Access Site, including without limitation, this electronic signature and disclosure notice. You also agree that this use satisfies any requirement that we provide you these documents and their content in writing. If you do not agree, do not accept these Terms. To receive or access electronic documents and records, you must have the following equipment and software: (a) a device that is capable of accessing the Internet; (b) an Internet browser that supports 128-bit SSL encryption, such as Microsoft Internet Explorer 8 and higher, Firefox 20 and higher, Chrome 25 and higher; and (c) software that permits you to receive and access Portable Document Format or 'PDF' files, such as Adobe Acrobat Reader 8.0 or higher, Microsoft Office, and email. To retain documents and records, your device must have the ability to download and store PDF files. Your access to this page verifies that your system and device meets the above receipt, access, and retention requirements.

CHANGES TO TERMS

UL reserves the right to modify, amend, update, or delete these Terms at any time and for any reason without notice to you. Any such modifications, amendments, updates or deletions will be effective immediately upon posting to the Electronic Access Site, and we will note near the top of this page the date that such changes were made and/or when they become effective. Your continued use of the Electronic Access Site after such posting shall be deemed to constitute acceptance by you of the changes. Also, UL may change or discontinue any aspect, service, online program or feature of or on the Electronic Access Site at any time as we refine, add or remove features (e.g., content, availability, functionality, etc.).

USER OBLIGATIONS

You must ensure that account profile information you provide is accurate and promptly updated. You are responsible for all use of your Electronic Access Site account and online programs and services by anyone authorized by you to use your user name and password. You agree not to make your password or other means of access to your account available to any unauthorized individuals. If you believe that your password has been compromised, you must promptly change your password using the Update Password feature found under Account Settings/Security. You are solely responsible for establishing and updating your Electronic Access Site account

As part of the Services you may have access to certain documents. These documents are made available in electronic form and are intended solely for the internal use of UL's Subscriber, its employees, agents and third parties to whom Subscriber grants access.

You agree to pay to UL the amount due, if any, for online programs and services within thirty (30) days from date of invoice.

DISCLAIMER OF LIABILITY

UL MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND EXPRESS OR IMPLIED WITH RESPECT TO THE COMPLETENESS OR ACCURACY OF DOCUMENTS PROVIDED BY THIS SERVICE. UL DOES NOT WARRANT THAT THE SERVICES AND ACCESS WILL BE UNINTERRUPTED OR ERROR FREE. UL PROVIDES THIS ACCESS 'AS IS' WITHOUT WARRANTY OF ANY KIND. UL DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL UL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT, LOSS OF DATA, LOSS OF BUSINESS OR OTHER LOSS ARISING OUT OF OR RESULTING FROM THIS AGREEMENT, ACCESS TO ANY OF THE ELECTRONIC ACCESS SITE PAGES AND SERVICES DESCRIBED IN THIS AGREEMENT (EVEN IF UL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), OR INSTALLATION, USE OR MAINTENANCE OF YOUR EQUIPMENT OR SOFTWARE. THE FOREGOING SHALL APPLY REGARDLESS OF THE NEGLIGENCE OF UL AND REGARDLESS OF WHETHER SUCH LIABILITY IS FOUND IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY.

TERMINATION

UL reserves the right to terminate, limit or suspend your access to the Electronic Access Site and the Services at any time, with or without cause in its sole discretion. UL reserves the right to pursue any remedies available to it in equity or at law. You may choose to terminate this Agreement and your Electronic Access Site account by providing UL with thirty (30) days’ notice. Any notice required to be given under this Agreement shall be via electronic mail to the address you provided in your account profile or to the News section at the site and shall be deemed given on the date that the electronic mail is received by the other party or the electronic notification is posted on the site. Your notice to UL must be sent to UL Customer Service.

INDEMNIFICATION

You agree to defend, indemnify and hold UL, its trustees, officers, employees and agents harmless from and against any claims, demands, damages, causes of action, loss or judgments arising out of or in connection with this Agreement, the Services or the use of the Electronic Access Site.

WAIVER AND SEVERABILITY OF TERMS

Any failure by either party to insist upon the performance of any provision of this Agreement shall not constitute a waiver of any rights under the Agreement or future performance of that provision. If any provision of this Agreement 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 this Agreement remain in full force and effect.

ASSIGNMENT

You may not sell, assign or otherwise transfer any of your rights or obligations under this Agreement without the prior written consent of UL. UL may assign or delegate certain of its rights or responsibilities under this Agreement to any of its affiliates, independent contractors or other third parties.

GOVERNING LAW AND DISPUTE RESOLUTION

Any dispute or disagreement relating to this Agreement 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 this Agreement, 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 this Agreement, 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.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the parties and supersedes all prior communications, understandings, representations, negotiations and discussions, written or oral, between the parties regarding the subject of this Agreement.