All services described herein constitute Services or Software as purchased by Client in an Order Form. Capitalized terms used herein and not otherwise defined herein have the meaning set forth in the Agreement or applicable Order Form. In the event of any conflict between the terms of the Agreement and these Regulatory Content Terms, the terms set forth herein shall prevail with regard to the relevant subject matter.
1. Content
- 1.1. SDS Content.
- 1.1.1. SDS Content as delivered is validated to latest release of WERCS Studio Services or Software (purchased and licensed separately).
- 1.1.2. Scope of SDS Content includes formatting structure per jurisdiction regulation, standard phrase set per jurisdiction (translations purchased or licensed separately), software settings, document structure, rules to support and work in conjunction with related Safety Data Sheet ("SDS") Regulatory Services or Software components (purchased or licensed separately), additional supporting jurisdiction regulatory rule sets, and connection to component ChemADVISOR Regulatory Database feed (purchased or licensed separately except for in the case of WERCS Studio or eLite) via WERCS Studio Services or Software (purchased or licensed separately). Additional out-of-scope content as delivered may include certain rule sets to assist in population of SDSs based on recommendations of UL Solutions regulatory staff. Client's procurement and use of such rule sets will be at its discretion and governed by a separate Order Form and/or other applicable terms.
- 1.2. Phrase Translation Library Content
- 1.2.1. Delivered Phrase Translation Library Content is validated to the latest release of WERCS Studio Services or Software (purchased and licensed separately).
- 1.2.2. Scope of Phrase Translation Library Content includes a generated phrase library and translations as defined in the Order Form. Component names and transportation proper shipping names, descriptions, and technical names are not within scope.
- 1.2.3. UL Solutions has the right at any time to discontinue phrases previously provided within Phrase Translation Library Content, as well as to decide which phrases shall be added to the Phrase Translation Library. UL Solutions represents that all phrases supported via delivered regulatory Services or Software (licensed and sold separately) will be included within the Phrase Library. Certification of phrase translations is not within scope. Where certification may be required, UL Solutions will engage a third party to perform and provide such certification, subject to a separate or Order Form and/or other applicable terms.
- 1.3. Label Templates Content
- 1.3.1. Delivered Label Templates Content is validated to latest release of WERCS Studio Software (purchased and licensed separately).
- 1.3.2. Scope of Label Templates Content includes complimentary label sub-format to SDS Content (which defines all elements covered in individual regulations), standard phrase set per jurisdiction (translations purchased or licensed separately), software settings, rules to support and work in conjunction with related SDS Regulatory Services or Software components (purchased or licensed separately), additional supporting jurisdiction regulatory rule sets (where automation is possible) and connection to component ChemADVISOR Regulatory Database feed (purchased or licensed separately except in the case of WERCS Studio eLite) via WERCS Studio Services or Software (purchased or licensed separately).
2. Delivery
- 2.1. UL Solutions shall provide content as set forth in the Order Form via a cloud-based solution or file downloads. Client controls the timing of loading content into its system through a cloud connection, with updates and details provided via release notes. Clients who host the Software in their environment are responsible for maintaining site conditions within the environmental range of all system devices (and media) at or above the minimum requirements specified by UL Solutions.
- 2.2. UL Solutions is not responsible for maintaining content that Client has modified. Client is solely responsible for maintaining and tracking any content they have modified.
- 2.3. UL Solutions will provide Support Services for content in accordance with the support terms agreed upon in Client's Order Form for WERCS Studio or eLite (purchased and licensed separately).
3. Disclaimer of Warranty. Subject to the warranties set forth in the Agreement, UL Solutions will undertake commercially reasonable efforts to correct material errors notified to UL Solutions by Client that affect the functionality or integrity of the content within the scope defined herein. UL Solutions will replace at no cost to Client the content for which there are material errors or omissions that affect the functionality or integrity of the content in scope. Notwithstanding the foregoing, UL Solutions does not warrant that content will be error-free, nor that Client may rely upon content to generate compliant documents. Compliance with applicable laws and regulations is solely the responsibility of Client, and UL Solutions disclaims any and all liability for Client's compliance obligations arising out of this or any other Service provided to Client by UL Solutions.
4. Indemnity. In addition to the obligations under Section 11 or other applicable provisions set forth In the Agreement, Client shall indemnify UL Solutions and its Affiliates, and their respective directors, officers, employees, and agents for any and all claims, damages or liability whatsoever, including payment of reasonable attorneys’ fees and costs, suffered or incurred by UL Solutions in conjunction with Client’s use of a published hazard communication document.