Terms & Conditions

Effective Date: October 28, 2019

UL TURBO CARBON™ REPORTING SOLUTION

TERMS OF SERVICE AGREEMENT

EFFECTIVE DATE: October 28, 2019

1.     Agreement

This Terms of Service Agreement (the “Agreement”) is a contract between you and Credit360 Ltd, trading as UL EHS Sustainability, a company registered in England and Wales (“UL”). For purposes of this agreement “you” and “your” means you, personally. However, if you are accessing this Site (as defined below in this Section) on behalf of and as a representative of your company, then, “you” and “your” means your company. “UL Company” means UL or an entity controlled by, controlling, or under common control with UL, and “UL Companies” means all of them, collectively.

This Agreement governs your use of  UL’s Turbo Carbon™ Reporting Solution (“Service”) which is accessible at turbocarbon.credit360.com (the “Site”). Please ensure that you carefully read and fully understand this Agreement. UL will provide you with a license and access to the Service only if you accept all of the terms and conditions contained in this Agreement. If you do not agree to this Agreement, you will not be able to access the Service.

This  Agreement may be updated or amended by UL from time to time. All such updates and changes are effective immediately upon notice thereof (unless otherwise noted), which UL will give by posting a revised version of this Agreement or other notice on the  Site. Notice may also be sent to contact information you provide when registering. If you elect to opt-out of all notices which may include updates to this Agreement, it is your responsibility to view this Agreement often to stay informed of changes that may affect you, as your continued use of this Site signifies your continuing consent to be bound by the terms of this Agreement.

2.     Language of the terms

Where UL has provided you with a translation of the English version of the Terms,  you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with UL. If there is any conflict between the English language version of the Terms and a translation, then the English language version shall take precedence.

3.     Services

Through the Site, you will create a user account that will enable you to purchase, access and use the Services subject to this Agreement and any additional terms provided on the Site.  The Services will consist of a SaaS carbon reporting solution which includes educational information, data collection, report creation and other features which may be added by UL in its sole discretion

4.     Delivery of a Report

Once You have collected and submitted Your data, You can generate a Report based on your submitted data for the default reporting period. You will be notified of its availability for download via e-mail. Please be sure your network allows receipt of emails from the UL  support team <no-reply@cr360.com> to ensure notification Reports are dynamically associated with the most recent data that You have collected and submitted. YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL REVIEW ANY REPORT PRIOR TO ITS DISTRIBUTION OR PUBLICATION AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY PUBLISHED OR OTHERWISE DISTRIBUTED REPORT.

5.     Fees and Payment

You will pay the fees for Services as set forth within the sales process you have followed. Prices for the Services exclude all applicable taxes and telecommunication charges. Such taxes and charges are your responsibility. Fees are nonrefundable. Payment must be received by UL before you will be permitted to access and use the Services.

You must agree to the ongoing payment terms presented to you at the time you register at the Site. The subscription term for the Services shall be yearly. You will receive a notice by email and notices posted in the Services notifying you of an upcoming automatic renewal. You may visit your account page to find out when your yearly subscription is set to renew. You are responsible for taking action prior to a yearly renewal if you do not want your subscription to renew automatically by visiting your account page and canceling the automatic renewal. UL may change the pricing of the Services for a subscription renewal and shall provide you with notice of such change.

You are responsible for ensuring that any  credit card associated with your account is valid and up to date, that information posted in connection with it is accurate, and that you are authorized to use it. If UL cannot charge your credit card, we may cancel your access to the Services and any data associated with your use of the Services.

For security reasons, an email or phone call to the billing vendor is not sufficient to cancel the automatic renewal of your subscription. In order to cancel the automatic renewal, you must follow the cancellation instructions set out in the Account Management guidelines within the site.  You will continue to have access to the Service until the end of your paid subscription term.

6.     Account Information and Security

UL does not own any data, information, or material that you submit to the Service in the course of using the Service (“Your Information”). You hereby represent and warrant that you have all necessary rights in and to all Your Information you provide and that your submission of Your Information and its use in connection with the Site shall not  infringe, violate, or misappropriate any intellectual property or other rights of third parties or contain any libelous, tortious, or otherwise unlawful information. You hereby represent and warrant that you will comply with all applicable laws in your use of the Service, that you are authorized under such laws to provide UL with any personal data and that you have obtained any necessary consent or fulfilled any other requirements for UL to process such personal data in performance of the Service.

UL will collect and store Your Information in compliance with applicable laws and in a manner consistent with industry security standards. We have implemented technical, organizational, and administrative systems, policies, and procedures to help ensure the security, integrity, and confidentiality of Your Information and to mitigate the risk of unauthorized access to, use, or alteration thereof. You grant to UL a non-exclusive, perpetual, irrevocable, fully paid up, royalty free license to use aggregated, anonymized data derived from Your Information or your use of the Service (the “Aggregated Data”) for UL’s business purposes, including the provision of products and services.  “Aggregated Data” does not include (directly or by inference) any information identifying you or any identifiable individual and does not include Your Information  in a non-aggregated format. The Aggregated Data will not be considered to be Your Information.

7.     Confidential Information

UL acknowledges that Your Information may include proprietary or confidential information (“Confidential Information”). Confidential Information, however, does not include information or materials that are already known to UL at the time of disclosure and not subject to an obligation of confidentiality,  publicly available or that become publicly available other than through the acts or omissions of UL or subsequently acquired by the UL Companies from other sources not in violation of any confidentiality obligations. UL agrees that it will not, in whole or in part, disclose, transfer, use, or reverse engineer your non-aggregated, identifiable Confidential Information, except as necessary by UL to perform the Service. UL agrees to treat your Confidential Information with the same degree of care it employs to protect its own Confidential Information and in no event less than a reasonable standard of care. We may use or disclose your Confidential Information: (i) to UL Companies, agents, and subcontractors in connection with performing the Service; (ii) when required to be produced pursuant to an order or command of any judicial or regulatory authority, (iii) when deemed in our discretion to be in the interest of public safety, or (iv) when required by any common law or statutory or regulatory duty.

While UL does not sell, transfer or provide your personal information to third parties, UL may provide aggregate and other information to third-parties. Such information does not personally identify individuals, but instead provides a helpful understanding of the groups of people, including firms and organizations. UL may also collect general data pertaining to every visitor to its Site, including, but not limited to, the IP location, the length of time spent on the Software and/or Site, project locations and the data pages accessed while visiting the Site. This information may be collected to, among other things: aggregate statistical information, facilitate system administration, and manage and improve UL services. The Data will not be considered your information of confidential information and UL shall be free to use, disclose, and distribute such Data to third parties without limitation.

8.     Licenses

In consideration for payment to UL of the applicable Service fee, UL grants to you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purpose. You may not modify, sell or transfer the Service or Service content, in whole or in party. You shall not decompile, disassemble, reverse engineer, or in any way derive source code from the Service or Service content. No rights to use the Service in a time-sharing, service bureau or reseller capacity are granted.

You hereby grant UL a non-exclusive, worldwide, royalty-free, and fully paid license (with the right to assign such license to affiliates) to use, reproduce, modify, create derivative works of  Your Information, including any Confidential Information for the sole purpose of performing the Service under this Agreement.

9.     Your Responsibilities

You are responsible for all activity occurring under your account and shall abide by all applicable local, state, national, and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify UL immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to UL immediately and use reasonable efforts to immediately stop any copying or distribution of Content that is known or suspected by you or your users; and (iii) not impersonate another UL user or provide false identity information to gain access to or use the Service.

You agree not to access the Site by any means other than through the interface that is provided by UL for use in accessing the Site. You acknowledge and agree that UL may terminate your password or account or deny you access to all or part of the Site without prior notice if you engage in any conduct or activities that violate any of the terms and conditions of the Agreement or any applicable laws, violate the rights of UL, or is otherwise inappropriate for continued access.

The Service requires that  questions relevant to you in the Site are fully and accurately answered by you. By using this Service, you are certifying that the information you enter is true, accurate, and complete. UL has no responsibility to verify the information you provide.

10.  Your Representations & Warranties

You represent and warrant that you have the legal power and authority to enter into this Agreement. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

11.  UL Intellectual Property

The IP Rights in and to the Service and Service Content are and shall remain the property of UL and its licensors. “IP Rights” means all intellectual property and industrial property rights of any kind whatsoever, including patents, supplementary protection certificates, rights in know-how, trademarks, designs, models, design rights, rights to prevent passing off or unfair competition in copyright (whether in drawings, plans, specifications, designs, computer software or otherwise), database rights, any rights in any invention, discovery or process and applications for and rights to apply for any of the foregoing, in each case in the United States, United Kingdom and all other countries in the world and together with all renewals, extensions, continuations, divisions, reissues, re-examinations and substitutions. “Service Content” means the computer code, operating instructions, graphics, designs, proprietary scripts, underlying technology, third party content, information and/or other material (whether in written, graphical or other form) comprised in the Service.

12.  Termination of Service

Once your use of the Service has terminated, UL will promptly destroy Your Information contained within the Service. You agree that UL may retain one (1) copy of Your Information in an encrypted archived computer backup system made in accordance with UL’s business continuity and disaster recovery policies.

13.  Internet Delays

THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. UL IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

14.  Disclaimer of Warranties and Limitation of Liability

UL WARRANTS TO YOU THAT (A) IT WILL PROVIDE THE SERVICE WITH REASONABLE SKILL AND CARE, (B) IT HAS FULL POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT, (C) THE SERVICES, WHEN USED IN ACCORDANCE WITH THIS AGREEMENT AND TERMS ON THE SITE, DO NOT INFRINGE THE IP RIGHTS OF ANY THIRD PARTY AND (D) IT WILL COMPLY WITH ALL APPLICABLE LAWS IN PERFORMANCE OF THE SERVICES HEREUNDER.

UL DOES NOT WARRANT THAT (A) THE SERVICE PROVIDED PURSUANT TO THIS AGREEMENT WILL BE UNINTERRUPTED OR ERROR FREE, (B) THAT YOU WILL OBTAIN ANY SPECIFIC RESULTS BY USING THE SERVICE, (C) ANY OPINIONS OR FINDINGS IT PROVIDES IN CONNECTION WITH THE SERVICE WILL BE REPRESENTED OR RECOGNIZED BY THIRD PARTIES OR REPRESENT LEGAL OR OTHER REGULATORY ADVICE. UL MAKES NO WARRANTY GUARANTEE OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, REGARDING THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICE OR SUITABILITY OR FITNESS OF THE SERVICE FOR THE PURPOSE OF COMPLIANCE WITH ANY AND ALL ADMINISTRATIVE, REGULATORY OR GOVERNMENTAL REQUIREMENTS.

IN NO EVENT SHALL UL OR ANY OF ITS EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, AFFILIATES BE LIABLE FOR ANY LOSS OF PROFITS, SALES, BUSINESS (IN EACH CASE WHETHER DIRECT OR INDIRECT) OR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY CLAIMS OR DEMANDS BROUGHT AGAINST YOU EVEN IF UL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DEMANDS. THE AGGREGATE LIABILITY OF UL TO YOU FOR ALL CLAIMS RELATED TO THE SERVICE AND THIS AGREEMENT, INCLUDING ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT OR STRICT LIABLITY, SHALL  NOT EXCEED THE FEES FOR THE SERVICE PAID TO UL IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

ALTHOUGH THE SITE MAY CONTAIN 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 ACKNOWLEDGE AND AGREE THAT AS BETWEEN YOU AND UL, WITH RESPECT TO YOUR INFORMATION OR YOUR USE OF THE SERVICE, YOU ARE SOLELY RESPONSIBLE FOR YOUR COMPLIANCE WITH APPLICABLE LAWS AND REGULATORY REQUIREMENTS AND THAT UL’S PROVISION OF THE SERVICE DOES NOT IN ANY WAY RELIEVE YOU OF ANY RESPONSIBILITY FOR THE COMPLYING WITH SUCH LAWS AND REQUIREMENTS.

15.  Indemnification

You agree to defend, indemnify, and hold UL and its affiliates harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from your use of the Service or Site or the placement or transmission of any message, information, software, or other materials through the Site by you or users of your account or related to any violation of this Agreement by you or users of your account.

16.  Local Laws and Export Control

This Site provides a Service and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the European Union (“EU”). You acknowledge and agree that the Site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States and/or the EU maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. and EU export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

17.  Assignment

This Agreement may not be assigned by you, but may be assigned without your consent by UL to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

18.  Separate Agreements

You may have other agreements with UL for services not accessed through the Site (a “Separate Agreement”). This Agreement does not modify, revise or amend the terms of any Separate Agreement. Please review the terms of those Separate Agreements as they govern your relationship with UL with respect to such other services.

19.  Subcontracting

You agree that we may use other UL Companies or subcontractors to perform the Service. We will provide as a term of any such subcontract that the subcontractor will meet our current qualification requirements, including complying with our confidentiality requirements. UL will be responsible for any breach of this Agreement by its subcontractors.

20.  Electronic Signature

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 “Accept”, you acknowledge and agree that this is a legally binding electronic agreement which you fully understand the terms of and are authorized by you or your company to enter into for the purchase of the Service.

21.  General

This Agreement shall be governed by the laws of the State of Illinois and controlling U.S. federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Chicago, Illinois. No text or information set forth on any other purchase order, pre-printed form or document shall add to or vary the terms and conditions of this Agreement.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. The section titles in the Agreement are solely used for the convenience of the parties and have no legal or contractual significance.

No joint venture, partnership, employment, or agency relationship exists between you and UL as a result of this Agreement or use of the Service. The failure of UL to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by UL in writing.

This Agreement comprises the entire agreement between you and UL and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.