The terms of this Global Services Agreement (“GSA”) effective as of [DATE] (“Effective Date”) will apply to all Services to be provided to [CUSTOMER NAME] (“Client” or “you”) by the UL Company identified or referred to in a Quotation or Project Confirmation (“UL,” “we” or “us”). “UL Contracting Party” and “Client” may be collectively referred to as “Parties” or individually as “Party.” Your principal place of business is [ADDRESS, CITY, STATE, ZIP, COUNTRY].
“UL 公司”是指 UL 缔约方或由该 UL 缔约方控制、控制或与该 UL 缔约方共同控制的实体，“UL 公司”是指所有这些实体的统称。 “控制”是指直接或间接拥有指导或导致实体的管理和政策方向的权力，无论是通过拥有该实体 50% 以上的权益、通过合同还是其他方式.
- Services. The term “Service(s)” means the services that are identified in a Quotation or Project Confirmation which by its terms incorporates this GSA. Each type of Service has its own specific additional requirements (“Service Terms”) which we may amend from time to time. Any amendment will apply prospectively from the date the amendment(s) are posted to the website referred to in the next sentence. They are available at GSA 服务条款 and will be provided to you in print or electronic format upon request. The capitalized terms used but not defined in this GSA will have the same meaning as in the applicable Service Terms.
- Service Agreements. A service agreement (“Service Agreement”) will be formed by: (i) your acceptance of a written offer (including by email) made by us or on our behalf to provide Services (a “Quotation”); (ii) the issuance of a written acceptance (including by email) of your order by us or on our behalf (a “Project Confirmation”); or (iii) your written or oral request for Services and our commencement of such Services if neither a Quotation nor Project Confirmation is issued. In the case of 关注- Up 服务, the Follow-Up Service Procedure is our Quotation to all Subscribers for 关注- Up 服务 regardless of which Subscriber receives the Quotation; and acceptance (in the manner set forth in the Follow-Up Service Terms) by any Subscriber of a Quotation for 关注- Up 服务 shall bind all Subscribers and form your Service Agreement for 关注- Up 服务. The terms “Subscriber,” “关注- Up 服务” and “Follow-Up Service Procedure” are defined in the Follow-Up Service Terms. Each Service Agreement will incorporate both the applicable Service Terms in effect on the date the Service Agreement is formed and this GSA.
可以形成多个包含本 GSA 条款的服务协议。如果您根据单独的报价单或项目确认书获得多项服务，则您的服务协议可能与每个报价单或项目确认书中指定的不同 UL 缔约方签订。
- Scheduling, Pricing and Payment Terms. Any pricing and delivery schedules quoted for Services are estimates only, and may be subject to change by us upon prior notice to you, depending on the requirements of the specific project. Before we begin Services, we may require you to make a deposit (to be credited against the total charges). You will pay our fees and related expenses promptly upon receipt of an invoice. You will be responsible for all taxes, duties or imposts which may be levied by a governmental body (“Taxes”) other than taxes measured by a UL Company’s net income related to any Service Agreement. We may add such Taxes to our invoices and collect them from you. You will not deduct any wire or transfer fees or other offsets. We may charge interest at 1% per month (12% per year), or the maximum legal rate, whichever is less, on all outstanding balances, from the due date until paid in full. You agree to pay reasonable collection costs, including attorneys’ fees, if necessary, in the event of untimely payment or non-payment. If charges are not paid when due, we may deny or withdraw any Services to you.
- Your Information. You represent and warrant that all information and/or data provided to us or another UL Company by you, or on your behalf (“Your Information”), will be complete and accurate and that 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 when providing you Services. In addition, you represent and warrant that all of Your Information is owned or licensed by you, and does not infringe on the intellectual property rights of any third party. If any of Your Information is inaccurate, we will not be liable for any performance or alleged non-performance of Services. You agree that we may share Your Information (to the extent permitted by applicable laws and contractual obligations) with other UL Companies, agents, subcontractors or third parties, in order for us to: (i) perform the Services; (ii) conduct surveys for input about us and our Services or the improvement of our Services; (iii) provide additional information about our Services to you; or (iv) act in the interest of public safety.
- Confidential Information. Each Party acknowledges that in connection with the Services it may have access to or otherwise receive or observe confidential or proprietary information or materials of the other Party (“Confidential Information”). Confidential Information includes: (a) business and marketing plans and financial information; (b) plans, designs, sketches, and prototypes for products and services; (c) engineering and technical information such as software, test processes and methodologies, data, and test equipment and fixtures; (d) trade secrets; and (e) information concerning the disclosing Party’s customers, business partners, or affiliates and their products or services. Confidential Information, however, does not include information or materials that are: (i) already known to the receiving Party at the time of disclosure; (ii) publicly available or that become publicly available other than through the acts or omissions of the receiving Party; or (iii) subsequently acquired by the receiving Party from other sources not in violation of any confidentiality obligations. Each Party agrees that it will not, in whole or in part, disclose, transfer, use, reverse engineer, or otherwise make available the disclosing Party’s Confidential Information, except as necessary by the UL Companies or their subcontractors to perform the Services. Each Party agrees to treat all Confidential Information of the disclosing Party 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 disclose your Confidential Information: (i) to other UL Companies, agents, subcontractors or other third parties in connection with performing the Services; (ii) when deemed in our discretion to be in the interest of public safety; (iii) when required to be produced pursuant to an order or command of any judicial, regulatory, or accreditation authority; or (iv) when required by any common law or statutory duty. Each Party agrees at its expense to return or destroy, as instructed by the disclosing Party, all Confidential Information upon request from the disclosing Party, except that one copy may be retained solely for recordkeeping or accreditation purposes. Each disclosing Party retains exclusive ownership of all right, title and interest in its Confidential Information.
- Samples. If Services require sample examination, you will ship representative samples to us at your expense. Upon completion of the examination, such samples may be destroyed, unless other arrangements are agreed to in writing for the return of samples at your expense. The shipping, testing and sample preparation may damage or destroy any sample and you agree that you will not hold any UL Company liable for any such damage or destruction.
- Subcontracting. You agree that we may subcontract Services to any UL Company or other third parties subject to our requirements. 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 GSA by its subcontractors.
- UL Name or Marks. One or more of the UL Companies own the rights to a family of trademarks, service marks, certification marks, trade names, logos, domain names, corporate identifiers and other intellectual property rights that contain or include “UL,” “Underwriters Laboratories” and variations and derivatives thereof (collectively, the “Marks”). Except for your rights as specifically granted in a Service Agreement to use the Marks, you have no rights in the Marks. You will cooperate with the UL Companies in maintaining, renewing, enforcing, and protecting the Marks. You will not directly or indirectly challenge the Marks or the UL Companies’ ownership of them. You will not seek to register any of the Marks, or any confusingly similar marks, anywhere in the world. You agree to notify us promptly if you are aware of any infringement or misuse involving any of the Marks or any conflicting trademark, service mark, or certification mark. You agree that any misuse of the Marks, or other UL Companies’ intellectual property, will cause irreparable harm that cannot be compensated by money only. A Service Agreement may include additional obligations regarding the Marks.
- Export Control. You represent and warrant that you: (i) will not cause any UL Company to violate any export, trade or other economic sanction law; (ii) will promptly advise us if a project involves technology that is subject to any government controls, including, without limitation, U.S. export controls, and will promptly supply all information needed to comply with those controls; and (iii) will make payment to us for Services rendered under a Service Agreement with funds obtained and through financial institutions and accounts in compliance with applicable laws concerning the prevention of money laundering, terrorist financing and other illicit activities, including, without limitation, those enforced by the United States.
- Client Remedies. We will provide Services in accordance with professional standards of conduct generally applicable to conformity assessment organizations and we will not have any responsibility other than to exercise reasonable skill, care and diligence in the performance of Services. In the event a tribunal described in Section 19 determines that we have failed to comply with such standards of conduct in providing Services and that such failure directly caused you harm, we will compensate you for such direct harm, PROVIDED, HOWEVER, that the amount of such compensation will not exceed the fees paid by you to us for the specific portion of the Services rendered that directly caused you harm, and that, under no circumstances will we be liable to you for any incidental, consequential, or punitive damages. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 10, WE MAKE NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY “IMPLIED WARRANTY OF MERCHANTABILITY” OR “FITNESS FOR A PARTICULAR PURPOSE.” For the purposes of this Section 10 and Sections 11, 12 and 19, the term “Services” also includes the conception, development, promulgation, review, publication, modification, withdrawal, interpretation, use, or application of any testing standard or requirement at any time by any UL Company. Any limitations and exclusions of liability shall apply to the fullest extent permitted by law.
- 第三方索赔。您同意赔偿 UL 公司及其受托人、董事、管理人员、员工、成员、附属机构、代理和分包商（均称为“受偿方”）的所有损失和费用（包括合理的律师费）并使其免受损害) 出现第三方提出的与您提供的设计、测试或数据或您的产品或服务的制造、营销或销售（包括您对任何标记的使用）相关的索赔，或与服务相关的问题，除非是由受偿方的单独疏忽造成的。如果受偿方受到第三方索赔，它可以自行选择律师进行辩护，费用由您承担。
- 免责和弃权。在法律允许的范围内，您放弃并免除所有 UL 公司及其受托人、董事、管理人员、员工、成员、附属机构、代理和分包商因任何指控而承担的所有责任、索赔、要求、诉讼或诉讼事由损失、损坏或伤害，但根据第 10 条向我们提出的赔偿索赔除外。本发布和弃权涵盖所有L 因侵权行为以及根据任何州或联邦法规而产生的索赔，这些索赔以任何方式由服务或任何服务协议下的履行或指控的不履行而引起或与之相关。
- Our Functions. You acknowledge and agree that we are not a designer, manufacturer, marketer, seller, endorser, guarantor, or insurer of your products or systems of any kind. By providing the Services we are not assuming and we disclaim any obligation, including any duty of care toward you or any third party related to the design, testing by entities other than a UL Company, or the manufacture, marketing, or sale of any product(s) or system(s) that you submit to us for Services. You agree that: (a) our provision of Services is not intended to supplant your examination and testing of such product(s) or system(s); (b) by our performance of Services, we are not assuming any duty that you have to examine or test the design of such product(s) or system(s), either before or after manufacture or sale; (c) we are not endorsing, or warranting the safety or performance of such product(s) or system(s); and (d) in rendering Services, we are not supplying, information for your guidance and conduct of your business.
- 我们的文档。我们保留由任何 UL 公司构思、准备、生成或发起的任何报告、程序、数据、计算、注释或其他材料（“UL 文档”）的所有所有权、权利、所有权和利益。 ）。未经我们事先书面同意，您不得通过任何媒介（纸质或电子）向第三方分发任何 UL 文档。尽管有上述规定，您可以在内部分发完整的 UL 报告，并在需要时分发给监管机构。所有此类报告必须包含以下图例：“UL LLC 授权上述公司复制本报告，前提是其完整。”
- Assignment. You cannot assign any of your rights or obligations under a Service Agreement to any other person without our written consent. We may, upon prior notice to you, assign a Service Agreement or any of our rights or obligations under a Service Agreement to any other UL Company.
- Termination. Except as otherwise specifically provided in the Service Terms, a Service Agreement will continue until terminated by either Party upon thirty (30) days’ prior written notice to the other Party. In the event of your material breach of any Service Agreement with us or any other UL Company, we may immediately terminate any or all Service Agreements. Your failure or inability to pay your debts and obligations in the normal course of business as well as any filing of a petition in bankruptcy or any similar filing for protection from creditors will be a material breach by you of all Service Agreements. Upon notice of termination of a Service Agreement, we will take immediate steps to bring the Services to a close in a prompt manner. Upon termination, we are entitled to reimbursement in full for all Services provided and any other sums due pursuant to the Service Agreement up to the effective date of termination, including any other direct costs and expenses incurred by us in connection with the termination.
- Third Party Beneficiaries. All other UL Companies, including UL LLC, are intended third party beneficiaries of each of the Service Agreements for purposes of enforcing all provisions of the Service Agreements, other than those provisions that create rights to receive income related to the Services. Except as provided above, each Party intends that no provision of a Service Agreement will in any way benefit any other third party or accord any third party any rights or remedies.
- Waiver or Modification. Any failure by a Party to insist upon the performance of any provision of a Service Agreement will not constitute a waiver of any rights or a waiver of any right to future performance of that provision. For any waiver or modification of any provision of a Service Agreement to be effective, it must be set forth in a writing executed by both Parties’ authorized agents.
- Dispute Resolution. Any dispute or disagreement, other than nonpayment of fees, relating to this GSA, any Service Agreement entered into pursuant to this GSA, or any Services provided under any such Service 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 if: (i) your principal place of business is in Europe, the venue will be London, UK; and (ii) your principal place of business is in Asia, Australia or New Zealand, 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: the Parties will request a list of ten (10) arbitrators drawn from the AAA’s panel of commercial arbitrators (who are 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 term of this GSA or any Service Agreement entered into pursuant to this GSA, award incidental, consequential, or punitive damages (including, but not limited to, loss of use, unjust enrichment, and/or lost profits), or exceed the remedies provided by Section 10 above, or the limitation of liability and release and waiver described in Sections 10 and 12 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 the Parties arising out of this GSA or any Service Agreement entered into pursuant to this GSA, provided, however, that nothing herein shall prevent any Party from seeking a court order for injunctive relief (in addition to other remedies) to stop or prevent misuse or misappropriation of its Marks, confidential or proprietary information, or infringement of its intellectual property, in a court of law. All arbitrations shall be conducted in English.
- Notice. Any notice to you must be made by hand delivery, courier service, mail, electronic mail or facsimile at your principal place of business. Any notice to us or any other UL Company must be made by hand delivery, courier service, electronic mail, U.S. mail or facsimile c/o UL LLC, Attention: General Counsel, 333 Pfingsten Road, Northbrook, Illinois, 60062, U.S.A. Notices will be effective upon receipt.
- Severability. If any provision of a Service Agreement is held invalid, void, or unenforceable, the remainder of the Service Agreement will not be affected, and each remaining provision of the Service Agreement will be valid and enforced to the full extent permitted by law.
- 适用法律/司法管辖区。 本 GSA、根据本 GSA 签订的任何服务协议以及根据任何此类服务协议提供的任何服务均受美国伊利诺伊州法律管辖，无论其选择如何的法律原则。您承认您可能从位于您本国境内和境外的 UL 缔约方购买服务，其他国家/地区的 UL 公司是您的许多协议的第三方受益人，并且我们和您在单一协议中拥有共同利益。所有服务协议采用统一的管辖法律，以便在我们的关系中实现更大的可预测性。
- Insurance. We reserve the right to require you to produce evidence that you maintain satisfactory insurance coverage for the purpose of meeting any third party liability.
- Survival of Terms. The provisions in a Service Agreement that by their nature prescribe continuing rights and obligations shall survive the termination of the Service Agreement, including the following provisions of this GSA: Sections 3 (Scheduling, Pricing and Payment Terms); 4 (Your Information); 5 (Confidential Information); 8 (UL Name or Marks, including provisions in any Service Terms that relate to the Marks;); 10 (Client Remedies); 11 (Third Party Claims); 12 (Release and Waiver); 14 (Our Documentation); 17 (Third Party Beneficiaries); 18 (Waiver or Modification); 19 (Dispute Resolution); and 22 (Governing Law/Jurisdiction).
- English Language. All documentation relating to a Service Agreement will be in English. Any translations of a Service Agreement provided to you are for your convenience only and, in all cases, the English version will govern.
- Complete Agreement. Each Service Agreement will constitute the complete and fully integrated understanding between the Parties with respect to our performance of Services. The applicable Service Terms take precedence over any conflicting provisions in a Quotation, Project Confirmation or this GSA. Under no circumstances will any preprinted, additional, or different terms or conditions on your requests for Quotation, purchase orders, invoices, sales or marketing materials, or other business documents apply to any Services, modify any Service Agreement or bind us.
- Additional UL Contracting Parties. Any UL Company, whether currently in existence or formed at a later date, which is not a party to this GSA may enter into a GSA with you in the form of this GSA by agreeing in writing to accept the terms of this GSA and submitting such signed agreement to us.
- Electronic Signature. This GSA and Service Agreements may be executed and delivered by facsimile, PDF or by means of other electronic signature and such facsimile. PDF or other electronic signatures will be deemed to be valid and original.
- Force Majeure. Neither Party shall be liable for any failure or delay in the performance of its obligations due to fire, flood, earthquake, elements of nature, acts of God, acts of war, terrorism, riots, civil disorder, rebellions, or other similar cause beyond the reasonable control of the Party affected, provided that such default or delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented, and, provided further, that the Party hindered or delayed immediately notifies the other Party describing the circumstances causing the delay. This provision shall not act to delay or defer the payment of any sums which may be due and owing.
您同意本 GSA 的条款和您做出的保证除非在我们执行的附录中单独规定，否则不得对其文本进行任何修改。您声明并保证签字人有权代表下面指定的客户执行本 GSA。