End User License Agreement
V06232026This Renewable Energy End User License Agreement ("Agreement") is incorporated by reference into each Quote that includes a hyperlink to this Agreement. The parties to this Agreement are the UL Solutions entity identified in the applicable Quote ("UL Solutions") and the customer identified in that Quote ("Client"). The "Effective Date" is the date on which the applicable Quote is accepted or executed by Client. The version of this Agreement available at the hyperlink on the Effective Date will govern that Quote.
UL Solutions may provide Data and Products, Software and/or Services in accordance with this Agreement and the applicable Quote. By signing, electronically accepting, issuing a purchase order for, or otherwise accepting a Quote that hyperlinks to this Agreement, Client acknowledges that it has had the opportunity to review and agrees to be bound by this Agreement. If there is any conflict or inconsistency between this Agreement, an electronically accepted draft of this Agreement and/or a Quote, this signed Agreement will prevail unless the Quote expressly identifies the provision of this Agreement that it overrides.
Affiliate means (i) for purposes of UL Solutions, UL Solutions Inc. and any entity which, directly or indirectly, is owned or is controlled by or is under common ownership or control with UL Solutions Inc., and (ii) for purposes of Client, an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with such Client; where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of greater than fifty percent (50%) of the voting equity securities or other equivalent voting interests of the entity.
Client Data means any confidential data supplied or submitted from time to time by Client to UL Solutions in relation to a specific project(s) or Client request in conjunction with any Software and/or Services provided hereunder which shall remain the sole and exclusive property of Client.
Data and Products include but are not limited to maps, wind and GIS data, reports, time series and wind resource grids, Weibull, wind rose, monthly and diurnal information packaged for effectively managing Renewable Energy projects through our customer platform.
Services means the Software as a service or managed hosting services, including any related services, that are identified in a Quote, including implementation services, support services, and the provision of related documentation, graphics, designs, reports, and information. Specific offerings include access or subscription to the Windnavigator platform and Renewable Resource Assessment Program. Specific commercial offerings include but are not limited to access or subscription to the following Services: Windnavigator, Renewable Resource Assessment Platform, HOMER Front, and Renewables Asset Monitoring Platform . Additional commercial services may be available and detailed in an attached Quote.
Software means the application or other computer program, in object code, identified in a Quote that is licensed to Client, including documentation and related graphics, designs, reports, and information, and all updates, upgrades, and enhancements that UL Solutions provides as part of any applicable support Services. Specific commercial offerings include but are not limited to: Windographer, and any Windographer peripheral Software and/or Services tools (e.g. Windographer Monitor, Bullfrog, etc.), Openwind and Openwind API, HOMER Pro, and HOMER Grid. Other commercial Software may be available and detailed in a Quote.
Data and Products and Software shall be collectively referred to herein as “Software”.
Quote means a written or electronic proposal, order form, statement of work, or similar ordering document that identifies the applicable UL Solutions entity and Client, describes the cost, schedule, term, and Software and/or Services to be provided, and includes a hyperlink to and incorporates this Agreement by reference.
1. Subject to Client's payment to UL Solutions of applicable fees, UL Solutions will make the Software and/or Services available to Client, and grants to Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to use the Software and/or Services, for Client's internal business purposes in accordance with the terms of the Agreement. Each Quote will set out the Term (as applicable) and scope of access and use of the Software and/or Services. Client is fully responsible for any use of Software and/or Services by any Authorized Users.
1.1 “Authorized User” means (i) a full-time or part-time employee of Client (or a contract/temporary employee working for Client for the purpose of assisting Client in its day-to-day business activities) who is authorized by Client to access and use the Software and/or Services, or (ii) other mutually agreed categories of users identified in accordance with the Quote, provided that competitors of UL Solutions may not be Authorized Users. An Authorized User does not acquire individual rights in the Software and/or Services other than the right to access and use such Software and/or Services on Client’s behalf and pursuant to the rights granted to Client and subject to the terms of this Agreement.
1.2 A Quote may identify the quantity and/or categories of Authorized Users who may access and use the Software and/or Services. Should the total number of Authorized Users exceed the quantity set forth in the Quote, Client shall be responsible for additional fees. If accounts for Authorized Users are granted on a named basis, such accounts may not be shared among different individuals.
1.3 A Quote may identify a specific quantity of servers or systems (each, a “Server”), in which Client may install Software and/or Services. At no time may the total number of installed copies exceed the quantity set forth in the Quote.
1.4 Purchase of Data and Products shall require payment in full prior to order processing.
2. Affiliate Orders. Client or any of its Affiliates (each, a “Client Party”) may engage UL Solutions or any of its Affiliates (each, a “UL Solutions Party”), to provide Software and/or Services under this Agreement by entering into a Quote that is signed by a Client Party and a UL Solutions Party. Each Quote shall incorporate the terms of this Agreement by reference. For purposes of such Quote, the Client Party entering into the Quote is solely responsible for any duties or obligations owed to the UL Solutions Party that enters into the Quote, including, without limitation, the payment of fees for the Software and/or Services described in such Quote. Likewise, the UL Solutions Party is solely responsible for any duties and obligations owed to the Client Party, including, without limitation, the provision of Software and/or Services described in the Quote. For purposes of such Quote, references in this Agreement to “Client” means the Client Party identified in the Quote, and references in this Agreement to “UL Solutions” means the UL Solutions Party identified in the Quote. Unless a Client Party or UL Solutions Party signs a Quote in its own capacity, neither the Client Party nor the UL Solutions Party has any liability or obligation under the Quote.
3. Taxes. Client agrees that, except for taxes applicable to UL Solutions’ compensation received pursuant to this Agreement that Client is solely responsible for complying with and paying all sales, use, personal property and other taxes applicable to purchases pursuant to this Agreement.
4. Order Rejection and Cancellation. UL Solutions, in its sole discretion and without notice, reserves the right to reject or cancel any order. UL Solutions will not be liable to Client for any reason whatsoever for a rejection or cancellation of an order other than a refund of any monies paid for Software and/or Services not delivered.
5. Final Sale. All Sales in a Quote are final. Client is solely responsible for ensuring that, prior to purchase, it has met all hardware and Software and/or Services requirements for use of and access to the Software and/or Services set out in the Quote or previously provided to the Client. UL Solutions will not be liable, nor will a refund be granted for purchases made but not usable because the Client has not met such hardware and Software and/or Services requirements. Refunds are strictly limited to fees paid by Client for Software and/or Services not delivered.
6. Ownership and Intellectual Property. UL Solutions or its licensors own and retain all right, title and interest in and to all intellectual property rights in the Software and/or Services, including copyright. Client has only those rights to use Software and/or Services expressly given to Client in this Agreement. Client acknowledges and agrees that any use of UL Solutions’ proprietary Software and/or Services, databases, designs, methodology, procedures, trade secrets, copyrights, patents, trademarks, logos, or other proprietary information in connection with this Agreement shall not be deemed as a transfer of rights with respect thereto. Nothing in this Agreement is intended to grant or confer any rights by license or otherwise to Client under any patent or copyright of UL Solutions except as expressly set forth herein. The alteration, removal or obliteration of any patent, copyright, trademark or proprietary notices on the Software and/or Services is strictly prohibited.
As between Client and UL Solutions, Client grants to UL Solutions and its Affiliates the non-exclusive right to use, reproduce, distribute, display, process and transmit Client Data to provide the Services and Software pursuant to and in accordance with this Agreement. Client is solely responsible for the accuracy of Client Data and any results produced using Client Data. Except for the limited rights set forth in this Agreement, UL Solutions has no rights, title, or interest in or to Client Data.
7. Limited License. Software and/or Services are for internal or non-commercial company use within all Client organizations. Without UL Solutions’ prior express written consent, Client shall not write or develop any derivative work based on the Software and/or Services for resale, or provide, disclose, divulge or make available to, or permit use of the Software and/or Services by, persons other than Authorized Users, Client’s affiliates, subsidiaries, officers, employees, subcontractors and consultants ("Representatives") with a need to use such Software and/or Services in connection with Client’s lawful analytical, informational or research purposes, or the development or regulation of a wind power generation site or similar project (individually or collectively, the "Purpose"). In addition, Client shall be permitted to use reports in presentations to a third party to secure business or as part of a submittal to a government agency to qualify for incentives or permits. UL Solutions shall have no liability to these parties without additional agreements. Such parties shall be granted no reliance without a separate agreement signed by the parties concerned. Client will not directly or indirectly: (i) copy (except for disaster recovery purposes), adapt, modify or create derivative works from the Software and/or Services, (ii) remove or obscure any copyright, trademark, confidentiality or other proprietary markings on the Software and/or Services, (iii) damage or interfere with the Software and/or Services (such as via a virus, worm or denial-of-service attack), (iv) perform penetration or similar testing or circumvent any protection mechanism of the Software and/or Services, (v) reverse engineer, reverse engineer, disassemble, decompile or otherwise attempt to derive source code or underlying ideas, algorithms, structure or organization of any trade secrets, proprietary processes or configurations or proprietary of Software and/or Services of UL Solutions used in or provided as part of the Software and/or Services, (vi) create any public links to, or frame or mirror, the Software and/or Services, or (vii) use the Software and/or Services other than as permitted in the applicable order form and product documentation.
UL Solutions hereby grants to Client the right to download, save and print any reports, datasets purchased subject to the limitations set forth in this Agreement. Reports and data downloads may only be printed into a PDF format or posted to an internal Client company website for use by other Authorized Users or Representatives. Any other use of all or part of any Software and/or Services, including, without limitation, (i) as part of a service Client would provide others, (ii) uploading to a public website (save for sharing with regulatory agencies or financing entities as provided for above), (iii) reproducing in a published report, or (iv) transmitting electronically to non-clients is a violation of UL Solutions’ intellectual property rights and is strictly prohibited. Furthermore, Client acknowledges and agrees that Client will be liable for any violation of the limitations on use set forth in this Agreement by Client, any Authorized User or any Representative. UL Solutions shall be held harmless for any misuse of the Software and/or Services and for use of Software and/or Services which have been altered, modified, or tampered with after initial purchase.
Client will not directly or indirectly: (i) copy (except for disaster recovery purposes), adapt, modify, or create derivative works from the Software or Services, (ii) damage or interfere with the Software or Services (such as via a virus, worm or denial-of-service attack), (iii) perform penetration or similar testing or circumvent any protection mechanism of the Software or Services, (iv) create any public links to, or frame or mirror, the Software or Services, or (v) use the Software or Services other than as permitted in the applicable order form and product documentation.
8. Warranty of Title. UL Solutions hereby represents and warrants to Client it is the owner of the Software and/or Services or otherwise has the right to grant to Client the rights set forth in this Agreement.
9. No Additional Warranty. Client expressly acknowledges and agrees that use of any Software and/or Services is at Client’s sole risk. All Software and/or Services are provided "as is". UL Solutions disclaims all warranties, express or implied, of merchantability, fitness for a particular purpose, and non-infringement and regarding the accuracy, currency, completeness, performance of any Software and/or Services or results obtained by Client’s use of the Software and/or Services. No oral or other written communications shall be deemed to create a warranty with respect to any Software and/or Services. UL Solutions does not warrant that the Software and/or Services will be free of viruses, contamination, or other potentially destructive features.
10. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, AND NOT WITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE TOTAL LIABILITY, IN THE AGGREGATE, OF UL SOLUTIONS AND UL SOLUTIONS’ AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, MEMBERS, MANAGERS AND EMPLOYEES OF UL SOLUTIONS AND ANY AFFILIATES, TO CLIENT AND ANYONE CLAIMING BY OR THROUGH CLIENT, FOR ANY AND ALL CLAIMS, LOSSES, COSTS, OR DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, ATTORNEY FEES AND COSTS, RESULTING FROM OR IN ANY WAY RELATED TO THE SOFTWARE AND/OR SERVICES AND THIS AGREEMENT (REGARDLESS OF THE CAUSE OF ACTION, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) SHALL NOT EXCEED THE TOTAL COMPENSATION RECEIVED DURING THE PRECEDING 12 MONTHS BY UL SOLUTIONS FROM CLIENT UNDER THIS AGREEMENT. ALL CLAIMS AGAINST UL SOLUTIONS MUST BE BROUGHT WITHIN NINETY (90) DAYS OF PURCHASE. CLIENT HEREBY WAIVE ALL RIGHTS TO A CLAIM IF NOT BROUGHT WITHIN THIS TIME PERIOD. THIS LIMITATION SHALL APPLY TO ANY AND ALL LIABILITY OR CAUSE OF ACTION HOWEVER ALLEGED OR ARISING.
IN NO EVENT WILL UL SOLUTIONS BE LIABLE FOR ANY FOR LOSS OF PROFIT OR REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF USE, OR FOR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE SOFTWARE AND/OR SERVICES OR THE PERFORMANCE OF ANY OF THE OBLIGATIONS HEREUNDER, EVEN IF UL SOLUTIONS IS ADVISED IN ADVANCE OF THE LIKELIHOOD OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY TO ALL CLAIMS, WHETHER UNDER THE LAW OF CONTRACT, EQUITY, TORT, STRICT LIABILITY, OR OTHERWISE.
11. INDEMNIFICATION. CLIENT AGREES TO INDEMNIFY, DEFEND AND HOLD UL SOLUTIONS HARMLESS FROM ANY DEMANDS, LOSS, LIABILITY, CLAIMS OR EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEY FEES), MADE AGAINST UL SOLUTIONS BY ANY THIRD PARTY DUE TO OR ARISING OUT OF OR IN CONNECTION WITH CLIENT’S PURCHASE OR USE OF THE SOFTWARE AND/OR SERVICES OR BREACH OF THIS AGREEMENT UNLESS CAUSED SOLELY BY UL SOLUTIONS’ GROSS NEGLIGENCE OR INTENTIONAL WRONGDOING.
12. Term. This Agreement applies separately to each Quote beginning on the Effective Date for that Quote and remains in effect for the term of that Quote. If more than one Quote incorporates this Agreement, this Agreement will remain in effect until all such Quotes have expired or been terminated.
13. Termination.
13.1 Termination Rights. Either party may terminate this Agreement by notice in writing if the other party either: (i) commits a material breach of the Agreement and, where capable of remedy, fails to remedy such breach within thirty (30) days of being given written notice identifying the breach, requiring it to be remedied and stating that failure to remedy it will result in termination under this Section 13; or (ii) ceases productive operations or becomes or is declared insolvent or bankrupt, the subject of any proceedings relating to liquidation, insolvency, or for the appointment of a receiver or similar officer for it (or to any analogous proceedings), makes an assignment for the benefit of all or substantially all of its creditors, or enters into an agreement for the composition, extension, or readjustment of all or substantially all of its obligations. In addition to the foregoing, and without limiting other rights, UL Solutions may terminate this Agreement with immediate effect, and without notice to Client, in the event Client infringes, misappropriates, or violates any UL Solutions’ intellectual property rights.
13.2. Termination Consequences. On expiry or termination of this Agreement or any Quote: (i) the rights of each party accrued before such termination will not be affected; (ii) Client’s right to use and access the Software and/or Services will immediately cease and Client will promptly remove, delete, and uninstall all copies of any Software and/or Services; and (iii) all payment obligations accrued by Client up to the date such termination takes effect will be immediately due and payable unless termination is a result of UL Solutions’ uncured breach where, in such case, Client will only be obligated to pay fees for Services provided up to the date of termination and will be entitled to receive a prorated refund of any unused prepaid fees.
14. Injunctive Relief. Client agrees that any violation or threatened violation of this Agreement may cause irreparable injury to UL Solutions, entitling UL Solutions to injunctive relief in addition to all legal remedies.
15. Permitted Disclosures. Client expressly acknowledges its corporate name may be released in conjunction with the successful negotiation of this Agreement. UL Solutions reserves the right to disclose any information concerning Client’s purchases hereunder, including but not limited to, identity and payment method, to the extent required by law or judicial or government order.
16. Confidentiality. The parties acknowledge that for purposes of performing under this Agreement, they may receive or have access to (such party being a “Recipient”) certain information and materials concerning the other party’s or its Affiliates’ (such party being a “Discloser”) business, technology, and/or products (including the Services, Client Data, and all terms and conditions and pricing set forth in this Agreement) that are confidential and of substantial value to the other party, which value would be impaired if such information were disclosed to third parties (“Confidential Information”). The Recipient agrees to maintain the Confidential Information of the Discloser in confidence and not to use any such Confidential Information for any purpose other than in furtherance of the Agreement purposes and the activities described herein. Recipient must protect the confidentiality of the Discloser’s Confidential Information using a standard of care, at least equal to that which it applies to safeguard its own confidential information, and in no event less than a reasonable standard of care. Recipient may only disclose Confidential Information to the employees, officers, directors, agents, suppliers or contractors of Recipient or its Affiliates who (i) have a reasonable need for access to such Confidential Information and (ii) are bound by obligations to protect such Confidential Information that are at least as restrictive as those set forth herein.
The obligations under Section will not apply to any Confidential Information which: (a) is now or thereafter becomes generally known or available to the public, through no act or omission on the part of Recipient or any third party subject to any use or disclosure restrictions with respect to such Confidential Information; (b) was known by or lawfully in the possession of Recipient prior to receiving such information from Discloser, without restriction as to use or disclosure; (c) is rightfully acquired by Recipient from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or (d) is independently developed by Recipient without access to any Confidential Information of Discloser. In addition, the obligations under will not restrict Recipient from disclosing Discloser’s Confidential Information to the extent required by any law or regulation or compelled by a court or administrative agency of competent jurisdiction; provided that, to the extent permitted by applicable law, Recipient uses reasonable efforts to give Discloser reasonable advance notice of such required disclosure in order to enable Discloser to prevent or limit disclosure.
17. Aggregated Data. Client grants to UL Solutions a non-exclusive, perpetual, irrevocable, full paid-up, royalty free license to use aggregated, anonymized data derived from Client Data and Client’s use of the Services (the “Aggregated Data”) for UL Solutions’ business purposes, including the provision of Software and/or Services and services to UL Solutions’ other clients. “Aggregated Data” does not include (directly or by inference) any information identifying Client or any identifiable individual and does not include Client Data in a non-aggregated format. The Aggregated Data will not be considered Client Data or Client confidential information.
18. Compliance with Export Control Laws. The parties understand and acknowledge that the transfer of certain commodities and technical data is subject to United States laws and regulations controlling the export of such commodities and technical data, including all Export Administration Regulations of the United States Department of Commerce, the International Traffic in Arms Regulations of the United States Department of State and the executive orders, sanctions programs and other rules administered by the Office of Foreign Assets Control of the United States Treasury Department. These laws and regulations, among other things, prohibit, or require a license for, the export or re-export of certain types of technical data to certain specified countries. Client represents and warrants that Client will comply with all United States laws and regulations and any other applicable laws and regulations controlling the export of commodities and technical data, that Client will be solely responsible for any violation of such by Client, and that Client will defend and hold UL Solutions harmless in the event of any legal action of any nature occasioned by such violation. While UL Solutions agrees to cooperate in securing any license that the cognizant United States government agency deems necessary in connection with this Agreement, UL Solutions cannot guarantee that such licenses will be granted.
19. Governing Law. Unless otherwise provided for in the Quote, this Agreement shall be governed by, enforced and construed exclusively in accordance with the domestic laws of the State of New York, without giving effect to its principles of conflicts of laws. Any litigation based hereon or arising out of or in connection with this Agreement shall be brought and maintained exclusively in the United States District Court for the Northern District of New York or the courts of the State of New York with a venue in Albany, New York (USA) and the parties hereby irrevocably waive all jurisdictional defenses and irrevocably agree to submit to the jurisdiction of such courts for the purpose of any such litigation.
20. Unenforceable Provision. If any term of this Agreement should be found illegal or unenforceable by any court of competent jurisdiction, the illegal or unenforceable provision shall be reformed to the extent required to render such provision legal and enforceable.
21. Notices; Amendments. Any notice given under this Agreement shall be in writing and sent by registered, certified, or electronic mail, or delivered by a reputable overnight courier. All notices to Client may be made to the address listed in the applicable Quote or in UL Solutions’ records. All notices to UL Solutions shall be delivered to: UL Services Group LLC, 23 British American Blvd., Latham, NY (USA) 12110, Attention: Contract Manager, and to Legal Group c/o UL Solutions, 333 Pfingsten Road, Northbrook, IL 60062-2096, with a copy to legal.notices@ul.com. The version of this Agreement linked in a Quote on that Quote’s Effective Date will govern that Quote. No waiver, modification, amendment, discharge, or termination of that version will be effective unless set forth in a writing that expressly refers to this Agreement and is executed by authorized representatives of both parties.
22. No Assignments or Sublicenses. Client may not assign or sublicense any of Client’s rights or obligations under this Agreement without the express prior written consent of UL Solutions. UL Solutions may, by providing written notice to Client, assign all of its rights and obligations under this Agreement to: (i) an Affiliate, (ii) a purchaser of all or substantially all of its stock or assets, or (iii) a third party participating in a merger or other corporate reorganization in which the assigning party is a constituent corporation. This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
23. Entire Agreement. This Agreement, together with each applicable Quote and any documents expressly incorporated by reference in that Quote, constitutes the entire and final agreement between Client and UL Solutions with respect to the Software and/or Services covered by that Quote and supersedes all prior or contemporaneous agreements or understandings concerning that subject matter, whether written or oral. Client’s purchase order is for billing and administrative purposes only and will not modify or supplement this Agreement or the applicable Quote, including their payment terms.
24. Third-Party Mapping and Geospatial Services. The Software and/or Services may incorporate or utilize maps, geospatial services, location-based services, data, imagery, content, or technology provided by third-party providers and data sources, including Microsoft Azure Maps, Google Maps Platform, Esri, OpenStreetMap, OpenTopoMap, the United States Geological Survey ("USGS"), and their respective licensors. Customer shall not remove, obscure, alter, or interfere with any copyright notices, trademarks, attribution requirements, license notices, acknowledgments, or other proprietary notices associated with such third-party content. Customer agrees to comply with all applicable third-party terms, licenses, usage restrictions and attribution requirements governing such content and to retain and display all required provider and data-source attributions, notices, and markings in connection with its use of the Software and/or Services. Without limiting the foregoing, Customer acknowledges that Microsoft Azure Maps-enabled functionality is subject to the applicable Microsoft Azure Maps terms and attribution requirements, and that USGS may be identified as a source of certain geospatial data used in Software and/or Services. Where applicable, such obligations include attribution to OpenStreetMap contributors, OpenTopoMap, Esri and its data licensors, Google Maps Platform, Microsoft Azure Maps, USGS and other third-party providers whose content is made available through Software and/or Services.
Without limiting the foregoing, where OpenStreetMap-derived content is used, required attribution shall include “© OpenStreetMap contributors,” and where OpenTopoMap content is used, required OpenTopoMap attribution and applicable license notices shall also be maintained.
BY SIGNING, ELECTRONICALLY ACCEPTING, ISSUING A PURCHASE ORDER FOR, OR OTHERWISE ACCEPTING A QUOTE THAT HYPERLINKS TO THIS AGREEMENT, CLIENT ACKNOWLEDGES THAT IT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THIS AGREEMENT.