Common use of Disclaimers and Indemnification Clause in Contracts

Disclaimers and Indemnification. a) The Client and each Private Label Client acknowledges and agrees that all errors, flaws, vulnerabilities or weaknesses in the Client’s products, software or systems may not be discovered or identified by the UL Contracting Party through the Services described herein. b) The Client and each Private Label Client acknowledges and agrees that testing and/or certification by the UL Contracting Party does not constitute any representation as to the security of the product, its ability to withstand attacks from an outside actor, and the ability of the product to protect or secure assets to which it is connected. c) The Client and each Private Label Client acknowledges and agrees that the UL Contracting Party may use tools from third-party vendors while performing Services, and the Client and each Private Label Client agrees that the UL Companies are not liable for accuracy, completeness or flaws the tools may provide in generation of the Services. d) The Client and each Private Label Client acknowledges and accepts the risk that some of the testing tools the UL Contracting Party may use have the potential to cause the Client’s or each Private Label Client’s systems to fail, error out or become otherwise unavailable. e) The Client and each Private Label Client acknowledges and agrees that the UL Contracting Party cannot and does not provide any guarantee or warranty that the Client’s and each Private Label Client’s software or systems will not be vulnerable, susceptible to exploitation, free from hacking, or eventually breached. f) The Client and each Private Label Client acknowledges and agrees that it, and not the UL Contracting Party, is solely responsible for the security of its products and systems and that the UL Contracting Party’s provision of the Services does not in any way relieve the Client and each Private Label Client of any responsibility for the design, manufacture, testing, marketing, sale, and security of the Client’s products. The Client and each Private Label Client further acknowledges that the Services are meant to supplement, and not supplant, the Client’s and each Private Label Client ‘s own efforts to examine and test its products. g) The Client and each Private Label Client agrees to indemnify and hold harmless the UL Companies and their trustees, directors, officers, employees, members, affiliates, agents and subcontractors (each an “Indemnified Party”) from all losses and expenses (including reasonable attorneys’ fees) arising out of, or related to the potential or actual compromise of the security of the Client’s and each Private Label Client’s product or systems and for any claims arising out of or related to intellectual property infringement of or by the Client’s or Private Label Client’s product or systems.

Disclaimers and Indemnification. a) a. The Client and each Private Label Client acknowledges and agrees that all any errors, flaws, vulnerabilities vulnerabilities, or weaknesses in the Client’s products, software or systems Products may not be discovered or identified by the UL Solutions Contracting Party through the Services described herein. b) b. The Client and each Private Label Client acknowledges and agrees that testing and/or certification by the UL Solutions Contracting Party does not constitute any representation as to the security of the productProduct, its ability to withstand attacks from an outside actor, and the ability of the product Product to protect or secure assets to which it is connected, and the ability of the Client’s capabilities to prevent the aforementioned concerns. c) c. The Client and each Private Label Client acknowledges and agrees that the UL Solutions Contracting Party may use tools from third-party vendors while performing Services, and the Client and each Private Label Client agrees that the UL Solutions Companies are not liable for accuracy, completeness or flaws the tools may provide in generation of the Services. d) d. The Client and each Private Label Client acknowledges and accepts the risk that some of the testing tools the UL Solutions Contracting Party may use have the potential to cause the Client’s or each Private Label Client’s servers/systems to fail, error out or become otherwise unavailable. e) e. The Client and each Private Label Client acknowledges and agrees that the UL Solutions Contracting Party cannot and does not provide any guarantee or warranty that the Client’s and each Private Label Client’s software or systems Products will not be vulnerable, susceptible to exploitation, free from hacking, or eventually breached. f) f. The Client and each Private Label Client acknowledges and agrees that it, and not the UL Solutions Contracting Party, is solely responsible for the security of its products and systems Products and that the UL Solutions Contracting Party’s provision of the Services does not in any way relieve the Client and each Private Label Client of any responsibility for the design, manufacture, testing, marketing, sale, and security of the Client’s productsProducts. The Client and each Private Label Client further acknowledges that the Services are meant to supplement, and not supplant, the Client’s and each Private Label Client ‘s own efforts to examine and test its productsProducts. g) g. The Client and each Private Label Client agrees to indemnify and hold harmless the UL Solutions Companies and their trustees, directors, officers, employees, members, affiliatesAffiliates, agents agents, and subcontractors (each an “Indemnified Party”) from all losses and expenses (including reasonable attorneys’ fees) arising out of, or related to the potential or actual compromise of the security of the Client’s and each Private Label Client’s product or systems Product and for any claims arising out of or related to intellectual property infringement of or by the Client’s or Private Label Client’s product or systemsProduct.

Disclaimers and Indemnification. a) The Client and each Private Label Client acknowledges and agrees that all errors, flaws, vulnerabilities or weaknesses in the Client’s products, software or systems may not be discovered or identified by the UL Contracting Party through the Services described herein. b) The Client and each Private Label Client acknowledges and agrees that testing and/or certification by the UL Contracting Party does not constitute any representation as to the security of the product, its ability to withstand attacks from an outside actor, and the ability of the product to protect or secure assets to which it is connected, and the ability of the Client’s capabilities to prevent the aforementioned concerns. c) The Client and each Private Label Client acknowledges and agrees that the UL Contracting Party may use tools from third-party vendors while performing Services, and the Client and each Private Label Client agrees that the UL Companies are not liable for accuracy, completeness or flaws the tools may provide in generation of the Services. d) The Client and each Private Label Client acknowledges and accepts the risk that some of the testing tools the UL Contracting Party may use have the potential to cause the Client’s or each Private Label Client’s systems to fail, error out or become otherwise unavailable. e) The Client and each Private Label Client acknowledges and agrees that the UL Contracting Party cannot and does not provide any guarantee or warranty that the Client’s and each Private Label Client’s software or systems will not be vulnerable, susceptible to exploitation, free from hacking, or eventually breached. f) The Client and each Private Label Client acknowledges and agrees that it, and not the UL Contracting Party, is solely responsible for the security of its products and systems and that the UL Contracting Party’s provision of the Services does not in any way relieve the Client and each Private Label Client of any responsibility for the design, manufacture, testing, marketing, sale, and security of the Client’s products. The Client and each Private Label Client further acknowledges that the Services are meant to supplement, and not supplant, the Client’s and each Private Label Client ‘s own efforts to examine and test its products. g) The Client and each Private Label Client agrees to indemnify and hold harmless the UL Companies and their trustees, directors, officers, employees, members, affiliates, agents and subcontractors (each an “Indemnified Party”) from all losses and expenses (including reasonable attorneys’ fees) arising out of, or related to the potential or actual compromise of the security of the Client’s and each Private Label Client’s product or systems and for any claims arising out of or related to intellectual property infringement of or by the Client’s or Private Label Client’s product or systems.

Disclaimers and Indemnification. a) The Client and each Private Label Client acknowledges and agrees that all errors, flaws, vulnerabilities or weaknesses in the Client’s products, software or systems may not be discovered or identified by the UL Contracting Party through the Services described herein. b) The Client and each Private Label Client acknowledges and agrees that testing and/or certification by the UL Contracting Party does not constitute any representation as to the security of the product, its ability to withstand attacks from an outside actor, and the ability of the product to protect or secure assets to which it is connected, and the ability of the Client’s capabilities to prevent the aforementioned concerns. c) The Client and each Private Label Client acknowledges and agrees that the UL Contracting Party may use tools from third-party vendors while performing Services, and the Client and each Private Label Client agrees that the UL Companies are not liable for accuracy, completeness or flaws the tools may provide in generation of the Services. d) The Client and each Private Label Client acknowledges and accepts the risk that some of the testing tools the UL Contracting Party may use have the potential to cause the Client’s or each Private Label Client’s systems to fail, error out or become otherwise unavailable. e) The Client and each Private Label Client acknowledges and agrees that the UL Contracting Party cannot and does not provide any guarantee or warranty that the Client’s and each Private Label Client’s software or systems will not be vulnerable, susceptible to exploitation, free from hacking, or eventually breached. f) The Client and each Private Label Client acknowledges and agrees that it, and not the UL Contracting Party, is solely responsible for the security of its products and systems and that the UL Contracting Party’s provision of the Services does not in any way relieve the Client and each Private Label Client of any responsibility for the design, manufacture, testing, marketing, sale, and security of the Client’s products. The Client and each Private Label Client further acknowledges that the Services are meant to supplement, and not supplant, the Client’s and each Private Label Client ‘s own efforts to examine and test its products. g) The Client and each Private Label Client agrees to indemnify and hold harmless the UL Companies and their trustees, directors, officers, employees, members, affiliatesAffiliates, agents and subcontractors (each an “Indemnified Party”) from all losses and expenses (including reasonable attorneys’ fees) arising out of, or related to the potential or actual compromise of the security of the Client’s and each Private Label Client’s product or systems and for any claims arising out of or related to intellectual property infringement of or by the Client’s or Private Label Client’s product or systems.

Disclaimers and Indemnification. a) a. The Client and each Private Label Client acknowledges and agrees that all errors, flaws, vulnerabilities or weaknesses in the Client’s products, software or systems may not be discovered or identified by the UL Solutions Contracting Party through the Services described herein. b) b. The Client and each Private Label Client acknowledges and agrees that testing and/or certification by the UL Solutions Contracting Party does not constitute any representation as to the security of the product, its ability to withstand attacks from an outside actor, and the ability of the product to protect or secure assets to which it is connected, and the ability of the Client’s capabilities to prevent the aforementioned concerns. c) c. The Client and each Private Label Client acknowledges and agrees that the UL Solutions Contracting Party may use tools from third-party vendors while performing Services, and the Client and each Private Label Client agrees that the UL Companies are not liable for accuracy, completeness or flaws the tools may provide in generation of the Services. d) d. The Client and each Private Label Client acknowledges and accepts the risk that some of the testing tools the UL Solutions Contracting Party may use have the potential to cause the Client’s or each Private Label Client’s systems to fail, error out or become otherwise unavailable. e) e. The Client and each Private Label Client acknowledges and agrees that the UL Solutions Contracting Party cannot and does not provide any guarantee or warranty that the Client’s and each Private Label Client’s software or systems will not be vulnerable, susceptible to exploitation, free from hacking, or eventually breached. f) f. The Client and each Private Label Client acknowledges and agrees that it, and not the UL Solutions Contracting Party, is solely responsible for the security of its products and systems and that the UL Solutions Contracting Party’s provision of the Services does not in any way relieve the Client and each Private Label Client of any responsibility for the design, manufacture, testing, marketing, sale, and security of the Client’s products. The Client and each Private Label Client further acknowledges that the Services are meant to supplement, and not supplant, the Client’s and each Private Label Client ‘s own efforts to examine and test its products. g) g. The Client and each Private Label Client agrees to indemnify and hold harmless the UL Companies and their trustees, directors, officers, employees, members, affiliatesAffiliates, agents and subcontractors (each an “Indemnified Party”) from all losses and expenses (including reasonable attorneys’ fees) arising out of, or related to the potential or actual compromise of the security of the Client’s and each Private Label Client’s product or systems and for any claims arising out of or related to intellectual property infringement of or by the Client’s or Private Label Client’s product or systems.