End User License Agreement

FedEx End User License Agreement

THIS FEDEX END USER LICENSE AGREEMENT ("EULA") GIVES EACH OF US CERTAIN RIGHTS AND RESPONSIBILITIES. THIS EULA INCORPORATES, BY REFERENCE, OTHER TERMS AND CONDITIONS, POLICIES AND NOTICES TO FORM THE AGREEMENT (AS DEFINED BELOW).

YOU WILL BE LIMITING YOUR REMEDIES BY AGREEING TO THE AGREEMENT. YOU WILL BE ASSUMING FULL AND SOLE RESPONSIBILITY FOR ALL ACCESS AND USE OF THE FEDEX TECHNOLOGY AND CONFIDENTIAL INFORMATION (EACH OF THOSE TERMS ARE DEFINED BELOW). ALL ACCESS TO AND USE OF FEDEX TECHNOLOGY IS AT YOUR OWN AND SOLE COST, EXPENSE AND RISK.

PLEASE READ THE AGREEMENT CAREFULLY. THE AGREEMENT GOVERNS THE USE OF FEDEX TECHNOLOGY AVAILABLE THROUGH THE APPLICATION (AS DEFINED BELOW). IN ORDER TO ACCESS AND USE THE FEDEX TECHNOLOGY, YOU MUST AGREE TO AND ABIDE BY THE AGREEMENT.

THE CONSENT TO BE BOUND BY THE AGREEMENT (AND ANY MODIFICATION TO THE AGREEMENT) IS ACKNOWLEDGED BY CLICKING THE "I ACCEPT" OR "ADD ACCOUNT" BUTTON SET FORTH BELOW. IF YOU ARE ENTERING INTO THE AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH LEGAL ENTITY AND, IF APPLICABLE, ITS AFFILIATES, TO THE AGREEMENT.

ONCE ACKNOWLEDGED, THIS DOCUMENT WILL CONSTITUTE A LEGAL AGREEMENT BETWEEN FEDEX (AS DEFINED BELOW) AND YOU (AS DEFINED BELOW) GOVERNING ACCESS TO AND USE OF FEDEX TECHNOLOGY MADE AVAILABLE OR ACCESSED VIA THE APPLICATION.

IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THE AGREEMENT, YOU MUST SELECT THE "I DECLINE" OR "BACK" BUTTON AND YOU MAY NOT ACCESS OR USE THE FEDEX TECHNOLOGY MADE AVAILABLE VIA THE APPLICATION AND WILL NOT BE AUTHORIZED TO ACCESS OR USE THE FEDEX TECHNOLOGY OR THE FEDEX SERVICES (AS DEFINED BELOW) AVAILABLE THROUGH THE APPLICATION.

PLEASE NOTE THAT ACCESS TO SOME ELEMENTS OF THE FEDEX TECHNOLOGY OR FEDEX SERVICES MAY REQUIRE FURTHER REGISTRATION PROCESS(ES). ADDITIONAL ACCESS AND USAGE PERMISSIONS WILL BE PROVIDED, BY FEDEX IN ITS SOLE DISCRETION, ONLY UPON COMPLETION OF ADDITIONAL REGISTRATION PROCESS(ES), AS APPLICABLE.

A COPY OF THIS EULA SHOULD BE PRINTED AND RETAINED FOR FUTURE REFERENCE.

For good and valuable consideration of the mutual promises and obligations set out below, the sufficiency of which the Parties hereby acknowledge and confirm, FedEx and You acknowledge and agree as follows:

Key Definitions

(a) "Agreement" will mean the then current version of: (1) the terms and conditions set forth in the EULA (2) all other terms and conditions applicable to FedEx APIs including, those terms and conditions contained in or presented in connection with all manuals, policies, procedures or other materials provided by FedEx which are applicable to APIs); (3) the terms and conditions at www.fedex.com and www.fedexoffice.com; and, (4) applicable FedEx privacy policy and/or privacy notice, a copy of which is available by request or by download in Your country or territory of choice at www.fedex.com.

(b) "Application" means software program(s) created or licensed by You that utilize FedEx Technology in order for You to request FedEx Services.

(c) "Application Provider" means You or the licensor or provider of the Application to You.

(d) "Beta Materials" means products and services that (i) otherwise qualify as FedEx APIs and/or Materials but have not been released by FedEx for general, commercial use in relation to FedEx Services; and, (ii) are considered, by FedEx, to be under development but which FedEx is releasing, in a limited manner, for testing and evaluation purposes.

(e) "Feedback" means any comments, suggestions, know-how, ideas, improvements, or other feedback regarding FedEx Technology or FedEx Services.

(f) "FedEx" means (i) FedEx Corporate Services, Inc., if You are located, and access and use the Application, within the United States of America ("USA") when You initially execute this EULA; and, (ii) Federal Express Corporation if You are located, or access or use the Application, outside of the USA.

(g) "FedEx APIs" or "APIs" means those application programming interfaces made available by FedEx which, via an Application, facilitate the request of FedEx Services by You.

(h) "FedEx Competitor(s)" means carriers, couriers or other entities involved in the pickup, consolidation, transportation, delivery or logistical movement of documents, packages or freight aside from FedEx and its affiliates.

(i) "FedEx Services" means shipping or print services (or services relating to shipping or print services) offered, from time to time, by FedEx or its affiliates as such services are described in the applicable Service Offering.

(j) "FedEx Systems" means those internal FedEx technology resources (e.g., computers, servers, networks, etc) which accept, process and transmit, via FedEx APIs, information and data regarding Your requests for FedEx Services.

(k) "FedEx Technology" means each of the following (both individually and collectively): the FedEx APIs, FedEx Systems, Materials, and Beta Materials.

(l) "Materials" means text, tools, graphics, content, manuals, software (including, sample code), specifications, instructions, technical resources or other materials, data or information distributed or made available by FedEx in connection with FedEx APIs or FedEx Systems.

(m) "Service Offering" means (1) the terms and conditions at www.fedex.com or www.fedexoffice.com, as applicable; (2) the then current FedEx Service Guide; (3) the current FedEx Freight 100 Series Tariff; (4) applicable FedEx privacy policy and/or privacy notice; and (5) the terms and conditions set forth on any FedEx airway bill, bill of lading or shipping label.

(n) "You" means (i) the person executing this EULA, if done in a personal capacity; and, (ii) if done in Your professional capacity, any company or other legal entity, all as indicated in the account and registration information that You provide when registering for your FedEx account number. In no event does "You" include a FedEx Competitor.

Section 1. License Grant and Restrictions

(a) Subject to the terms and conditions of the Agreement, FedEx grants You a non-exclusive, royalty-free, non-assignable, non-transferable, limited, revocable license, without the right to grant sublicenses, solely to (i) access and use those Materials integrated into and made accessible to You as a part of the Application solely to access FedEx APIs and request available FedEx Services; (ii) allow Your retail customers to remotely access and use those Materials integrated into and made accessible to You as a part of the Application for the sole purpose of conducting e-commerce transactions with You that utilize FedEx Services but solely FedEx Services occurring under Your FedEx account number(s); and, (iii) access and use those Beta Materials integrated into and made accessible to You as a part of an Application solely to access FedEx APIs for test and development purposes.

(b) Restrictions. The license does not permit, and You will not: (1) reverse engineer, decompile, disassemble, or translate FedEx Technology; (2) apply any procedure or process to FedEx Technology in order to ascertain, derive, and/or appropriate the source code; (3) remove any product identification, trademark, confidentiality, proprietary, copyright or other legends or notices from FedEx Technology; (4) transfer FedEx Technology or the license, in whole or in part; (5) provide, lease, lend, or otherwise use or allow others to use or have access to FedEx Technology; (6) disseminate or disclose performance information relating to FedEx Technology without FedEx's prior written consent; (7) use or display any FedEx Technology on a stand-alone basis; (8) reproduce or distribute FedEx Technology; (9) use FedEx Technology for the benefit of any other party without written agreement with FedEx; (10) access or use FedEx APIs except through the Materials contained in the Application; (11) access or use FedEx Systems except through FedEx APIs; or (12) modify or create derivative works of FedEx Technology.

(c) As between You and FedEx, all worldwide rights, title and interests, including intellectual property and other proprietary rights, in and to any FedEx Technology, are owned solely and exclusively by FedEx.

(d) You warrant and represent that You have complied with all applicable privacy and data protection laws including obtaining all necessary consent for the usage, processing or provision of such data.

Section 2. Use and Support of FedEx Technology

(a) You will follow FedEx's instructions for access and use of FedEx Technology. You are solely responsible for providing and maintaining all hardware necessary to access and use the Application. You shall provide FedEx with on-demand remote access to the Application so that FedEx may configure the Materials, upload and install Modifications, and recover FedEx Services and related data.

(d) FedEx, in its sole discretion, may repair, modify, replace or remove the Materials in the event of any issues with the Application. Questions, issues or concerns regarding FedEx Technology should be registered at: developer.fedex.com.

(e) The Application and services related to the Application are not provided by FedEx or its affiliates. You waive any and all claims against FedEx and its affiliates arising from or relating to Your access to or use of the Application.

(f) In the event You elect to communicate to FedEx any Feedback, FedEx will own, exclusively and solely, all right, title, and interest in and to the same. FedEx will be entitled to use the Feedback without restriction or further compensation to You.

Section 3. Termination

This EULA is effective until terminated by either party. The Agreement will terminate independently without notice to You if You fail to comply with any provision of the Agreement or any instructions regarding FedEx Technology. FedEx may elect to suspend Your access to and use of FedEx Technology unless and until You remedy any failure to comply with the Agreement.

Section 4. Shipping Restrictions

You agree to comply with all applicable laws and regulations, including export control laws and import and export restrictions of the country or territory in which You or the Application are located. You are solely responsible for determining the legality and proper handling of all shipments made through the Application.

Section 5. Electronic Trade Documents

By utilizing FedEx® Electronic Trade Documents, You represent, warrant and covenant that You will provide FedEx with all information necessary to ship Your international packages, that the letterhead provided shall be a valid letterhead, that any signature image provided shall be of a valid authorized signature, and that You will include all required documentation with any shipment.

Section 6. Payment

You agree to remit payment, in accordance with the terms and conditions contained in the applicable Service Offering, for all invoices generated as a result of using FedEx Technology and to reference the invoice number when payment is remitted. You are responsible for payment of all charges generated through use of the Application under Your account number and registration number.

Section 7. Billing and Refunds

You may bill shipping charges for transactions conducted through FedEx Technology only to valid account numbers. Shipments tendered to FedEx with incorrect routing, labeling, commitment date, service designation or other errors through no fault of FedEx will not be eligible for refunds under FedEx's money-back guarantees.

Section 8. Downtime and Service Suspensions

(a) From time to time, access to and use of FedEx Technology may not be available. FedEx does not make any service level or uptime commitments regarding FedEx Technology. FedEx will be entitled, without any liability to You, to suspend access to any portion or all of FedEx Technology at any time for scheduled downtime, denial of service attacks, legal or regulatory reasons, or unanticipated downtime.

(b) FedEx may make changes to FedEx Technology or discontinue FedEx Technology or features thereof from time to time. You may need to modify, at Your own expense, the Application and other of Your systems in order to continue using FedEx Technology.

(c) From time to time, FedEx may limit, restrict or otherwise throttle Your access to and use of FedEx Technology. FedEx will have no liability for any damage, liabilities, losses or consequences arising from any Throttling.

Section 9. Disclaimer of Warranty

YOU EXPRESSLY ACKNOWLEDGE AND AGREE FEDEX IS NEITHER PROVIDING THE APPLICATION NOR CHARGING YOU A FEE FOR ACCESS TO OR USE OF FEDEX TECHNOLOGY. FEDEX TECHNOLOGY IS PROVIDED "AS-IS" AND WITHOUT WARRANTY OF ANY KIND. TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDEX AND ITS REPRESENTATIVES DISCLAIM AND EXCLUDE ALL WARRANTIES, CONDITIONS OR REPRESENTATIONS WHETHER EXPRESS, STATUTORY, OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THE WARRANTIES OF NON-INFRINGEMENT OR QUIET ENJOYMENT.

Section 10. Remedies

YOUR SOLE REMEDY FOR ANY DISSATISFACTION WITH ANY FEDEX TECHNOLOGY IS TO STOP USING THE APPLICATION AND/OR SUCH FEDEX TECHNOLOGY. You agree to look to the Application Provider for any and all remedies for damages of any nature arising out of Your access, use or inability to access or use the Application and/or FedEx Technology.

Section 11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FEDEX AND ITS PARENT COMPANY AND SUBSIDIARIES AND AFFILIATES, LICENSORS, SUPPLIERS, OR ANY OF THE FOREGOING'S RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS AND/OR AGENTS ARE NOT AND SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, PRODUCT LIABILITY, STATUTORY OR STRICT LIABILITY OR OTHERWISE. IN ANY EVENT, THE AGGREGATE LIABILITY OF FEDEX UNDER THE AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU HEREUNDER, AND IN NO EVENT MORE THAN FIFTY DOLLARS ($50.00).

Section 12. Indemnity

YOU SHALL, AT YOUR SOLE COST AND EXPENSE, DEFEND, INDEMNIFY AND HOLD HARMLESS FEDEX AND ITS REPRESENTATIVES FROM ANY AND ALL CLAIMS, DEMANDS, SUITS, DAMAGES, COSTS, EXPENSES, FINES AND JUDGMENTS, INCLUDING REASONABLE ATTORNEY'S FEES, ARISING OUT OF OR RELATING TO YOUR INSTALLATION, USE AND/OR REMOVAL OF THE APPLICATION, FEDEX TECHNOLOGY OR ANY OTHER MATERIALS PROVIDED TO YOU BY OR ON BEHALF OF FEDEX OR ITS REPRESENTATIVES.

Section 13. Notices

Any notice required or permitted to be given to FedEx relating to this EULA will be given in writing addressed to: Digital Channel Enablement, FedEx Corporate Services, Inc., 60 FedEx Parkway, Collierville, Tennessee 38017 USA.

Section 14. Relationship of Parties

You and FedEx are independent contractors acting for their own account, and neither party or its employees or agents are authorized to make any representations or commitments on the other party's behalf unless previously authorized by such party in writing.

Section 15. Waiver

If FedEx fails to give notice or enforce any right under the Agreement, such failure will not constitute a waiver of the same, unless reduced to writing and signed by FedEx.

Section 16. Severability

If, for any reason, a court of competent jurisdiction finds any provision of the Agreement, or a portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible so as to effectuate the intent of the parties and the remainder of the Agreement will remain in full force and effect.

Section 17. Assignment

FedEx retains the right to assign all or any part of the Agreement to any third party at any time without notice to You. You may not assign, transfer or sublicense the Agreement to any third party without the prior written permission of FedEx.

Section 20. Export

FedEx Technology is subject to United States export restrictions and controls. By agreeing to this EULA, You represent, warrant and covenant that You are in compliance with all applicable laws and regulations regarding export, re-export and import of FedEx Technology, and that You are not a national of a sanctioned country or a Denied Party listed on U.S. government lists.

Section 22. Governing Language

The parties confirm that they have agreed that this agreement and all written documents between them be prepared in the English language only, which shall be the governing language.

Section 23. Controlling Law

This EULA will be governed by and construed in accordance with the laws of the United States of America and the State of Tennessee, excluding its conflict of laws provision. Any cause of action with respect to the Agreement must be instituted by You within one (1) year after the claim or cause of action has risen or be barred, and must be brought in a court of competent jurisdiction within Shelby County, Tennessee (USA).

Section 24. Confidentiality

This Agreement, FedEx Technology and all data, materials and other information concerning FedEx Technology are or contain the confidential and proprietary information of FedEx or its licensors. You will not distribute or disclose any Confidential Information to a third party without the written consent of FedEx, and will not use Confidential Information for any purposes other than those expressly set forth in this EULA.

Section 25. Complete Agreement

The Agreement constitutes the entire agreement between You and FedEx with respect to FedEx Technology accessed or utilized by or integrated with the Application, and supersedes any prior or contemporaneous understandings, representations, statements or agreements, written or oral, regarding FedEx Technology. No amendment to or modification of the Agreement will be binding on FedEx without FedEx's written consent.

FedEx Doc No. 1405705  ·  FedEx Confidential