UPS OnLine® Tools Access License
Agreement No. TOU00111102008
2. Generally authorized Use. WWE grants you a non-exclusive right to access and use the Web Site, and the products or services that WWE may offer or make available from or through the Web Site, including offers of carrier services from Carriers (“Service”). This grant is solely for business purposes under this Agreement, effective as of the day of the activation of your account (“Account”) when you receive your initial password for use of the Web Site. Your use of the Service will at all times comply with all applicable laws, rules, Carrier Tariffs (defined in Section 3 below) and regulations and all rules periodically imposed by WWE or any Carrier which may change from time to time. You assume total responsibility and risk for your use of the Service and the Internet generally.
3. Interactive Features. You understand and agree that certain interactive features available on the Web Site are to facilitate obtaining Service from Carriers. You acknowledge that WWE is a broker or intermediary and is not a Carrier or an agent for a Carrier and WWE does not control the Carriers or the Service provided by the Carriers. You specifically acknowledge that your use of a Carrier is subject to a contract solely between you and the Carrier, and responsibilities under or arising out of that contract do not create or involve any obligations to you by WWE. You agree to be subject to and comply with all obligations and requirements applicable to your use of such Carrier Service, including all terms, conditions and limitations of liability applicable to such Service as determined by a Carrier, and that Carrier’s rules and tariffs (“Carrier Tariffs”) will take precedence over this Agreement as applicable. Specifically, UPS shipments manifested through the Web Site under a UPS account number are subject to and governed by the then current shipping services contract for the applicable UPS account, including the right of UPS to prohibit further shipping under such UPS account. ALL SHIPMENTS TENDERED TO UPS FOR DELIVERY ARE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE UPS TARIFF/TERMS AND CONDITIONS OF SERVICE IN EFFECT AT THE TIME OF SHIPPING. The UPS Tariff/Terms and Conditions of Service can be found at www.ups.com.
All payments for UPS Carrier Services shall be paid by you to WWE or WWE’s franchisees, as applicable. You assume full responsibility for and assure the accuracy of the preparation of the information that you provide to Carriers through the Web Site, and the preparation of all applicable shipping documentation. If the information is incomplete or inaccurate in any way, you authorize Carrier to complete or correct it on your behalf and the charges may be adjusted accordingly; provided, however, that Carrier is not obligated to complete or correct any such information. You assume full responsibility for and assure the accuracy of marking, addressing and packing all shipments to ensure safe transportation with ordinary care in handling and for complying with all applicable Customs, import, export or other laws, regulations and requirements imposed by law. Other than with respect to UPS, you specifically acknowledge that claims for cargo loss, damage and delay, as well as all other claims arising out of the transportation of a shipment, are matters for resolution between you and the Carrier that shall not involve WWE. With respect to a UPS Carrier Service, you specifically acknowledge that claims for cargo loss, damage and delay, as well as all other claims arising out of the transportation of a shipment, are matters for resolution between you and WWE or the applicable WWE franchisee. You specifically acknowledge that you will be paying WWE for the Service and that by using the Service you incur a specific and absolute obligation to WWE to pay for such Service regardless of any controversies that may arise between you and a Carrier. You agree to timely remit payment without set off for all charges in connection with use of the Service. You agree that any failure of timely payment shall allow WWE an action for recovery of any amount due, plus interest on any overdue amount at the rate of 1½% per month, plus reasonable attorney’s fee, and other fees and costs incurred in the recovery of any such amounts due.
6. Proprietary Rights. WWE and/or its licensors own all rights, title and interest in and to all components of the Service, including but not limited to the look and feel of the end-user interfaces associated with the Service. You acknowledge that the Service may be the subject of intellectual property and proprietary rights. You may not reproduce, redistribute, retransmit, publish or otherwise transfer or exploit any material except as expressly permitted by the owner of such proprietary rights. You will not copy, modify, adapt, reproduce, translate, distribute, reverse engineer, decompile, or disassemble any aspect of the Service that WWE and/or its licensors own, or any service, information or materials that you may access through the Service. All service marks, trademarks, trade name, trade dress and other indicia of source used herein and otherwise on the Web Site (collectively called the “Marks”) are proprietary to WWE or other respective owners that have granted WWE the right and license to use such Marks. You do not receive any trademark rights or any other rights in or to the Marks.
7. Termination of Account. You may terminate the Account at any time by emailing your servicing WWE account representative. WWE may modify, suspend or terminate the Account immediately for your breach of this Agreement. On termination of this Agreement for any reason, WWE may terminate your login name and password, and delete any or all data files associated with the Account.
8. Code of Conduct. WWE may terminate your Account if you fail to abide by this Code of Conduct and any other rules that may periodically be established by WWE and communicated to you by posting on the Web Site. You will not: (a) disclose your password, or let the Account be used by any unauthorized third party; (b) use the Service to falsify invoices or other data transmitted to Carriers or WWE; (c) use the Service in any manner that is prohibited by law or that would violate any applicable local, state, national or foreign law, rule or regulation; (d) interfere with or disrupt the Service or servers or networks connected to the Service; (e) disobey any requirements, procedures, policies, or regulations of networks connected to the Service; or (f) upload, download, publish, transmit, reproduce or transmit: (i) any material that contains software viruses; (ii) any computer code, files or programs that interrupt, destroy or limit the functionality of the Service or any computer software, hardware or telecommunications equipment; (iii) any material that contains objectionable information of any kind; (iv) any content that infringes any proprietary right of any person; or (v) any content that you do not have the right to transmit.
9. Your Warranty of Authority. You warrant and represent to WWE that you and the individuals you appoint are authorized to act in the manner in which they act to secure the Services and that your use of the Web Site and Services shall at all times be in compliance with all applicable laws, rules and regulations, including, but not limited to, customs, import, export, bonding (inclusive of alcoholic beverages) and those laws, rules and regulations that apply to the offer and shipment of hazardous materials or dangerous goods. If you offer hazardous materials or dangerous goods, you specifically warrant that (a) you are qualified by all regulations and laws; (b) you are the sole offeror; and (c) you are not relying in any way upon WWE as a qualified offeror. You warrant and represent to UPS that you: (i) have the right to provide UPS the data you transfer to UPS through the Web Site; and (ii) you have a bona fide interest in the UPS information you receive through the Web Site and shipments associated with such information.
10. Indemnification. You agree to indemnify, defend and hold harmless WWE, and its shareholders, officers, directors, employees, suppliers, independent contractors, content or service providers, subsidiaries and affiliates from and against any and all claims, proceedings, damages, injuries, liabilities, losses and costs, including, without limitation, attorneys’ fees and costs, incurred in connection with any claim arising out of your breach of this Agreement, including any failure to comply with Carrier requirements, or a breach of any warranties and assurances. You agree to cooperate as fully as reasonably required in the defense of any claim. WWE reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification, and you will not settle any matter without the written consent of WWE.
11. DISCLAIMER OF WARRANTY. THE WEB SITE, THE SERVICE AND THE CONTENT OFFERRED THROUGH THE WEB SITE (INCLUDING WITHOUT LIMITATION SHIPPING RELATED SERVICES AND THE SHIPPING RELATED INFORMATION) IS PROVIDED “AS IS” AND “AS AVAILABLE,” BY WWE AND ITS LICENSORS (INCLUDING ITHOUT LIMITATION THE CARRIERS) WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CONTENT ACCURACY OR THE RESULTS TO BE OBTAINED FROM ITS USE. IT IS YOUR SOLE RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, USEFULNESS OR VALIDITY OF ALL INFORMATION. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WWE AND ITS LICENSORS (INCLUDING WITHOUT LIMITATION THE CARRIERS) MAKE NO WARRANTIES REGARDING THE WEB SITE, THE SERVICE OR THE CONTENT OFFERRED THROUGH THE WEB SITE AND WILL NOT BE LIABLE FOR YOUR USE OF THE WEB SITE, THE SERVICE OR THE CONTENT OFFERRED THROUGH THE WEB SITE, INCLUDING, WITHOUT LIMITATION, ANY INTERRUPTION OR LACK OF SECURITY OF OR ERROR IN THE WEB SITE OR THE SERVICE UNDER ANY CIRCUMSTANCES. WWE DOES NOT WARRANT THAT THE WEB SITE OR THE SERVICE WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE OR THAT ANY DEFECTS IN THE WEB SITE, THE SERVICE OR THE CONTENT OFFERRED THROUGH THE WEB SITE WILL BE CORRECTED IN A TIMELY FASHION.
12. LIMITATION OF LIABILITY. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE WEB SITE, THE SERVICE AND THE CONTENT OFFERRED THROUGH THE WEB SITE. WWE AND ITS LICENSORS (INCLUDING WITHOUT LIMITATION THE CARRIERS) WILL NOT BE LIABLE TO YOU, OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR OTHER DAMAGES UNDER ANY THEORY OF LAW ARISING FROM USE OR INABILITY TO USE THE WEB SITE, THE SERVICE OR THE CONTENT OFFERRED THROUGH THE WEB SITE; OR FOR ANY ERRORS IN THE WEB SITE, THE SERVICE OR THE CONTENT OFFERRED THROUGH THE WEB SITE; OR FOR ANY ACTIONS TAKEN OR NOT TAKEN IN CONNECTION WITH THE WEB SITE OR SERVICE, EVEN IF YOU ADVISED WWE ITS LICENSORS (INCLUDING WITHOUT LIMITATION THE CARRIERS) OF THE POSSIBILITY OF SUCH DAMAGES. YOU UNDERSTAND THAT IF YOU BECOME DISSATISFIED WITH THE WEB SITE OR THE SERVICE OR WWE’S POLICIES OR DISAGREE WITH ANY MODIFICATION TO THE WEB SITE OR THE SERVICE, THAT YOUR SOLE AND EXCLUSIVE REMEDY WILL BE TO DISCONTINUE YOUR USE OF THE WEB SITE AND SERVICE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
13. Construction and Severability. If any court of competent jurisdiction finds any provision of the Agreement, or portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the Agreement, and the remainder of this Agreement will continue in full force and effect.
14. Changes to this Agreement. WWE may modify this Agreement and impose new or modified policies, practices or rates at any time, with or without notice to you, in its sole and absolute discretion. Your continued use of the Service will be conclusively deemed an acceptance of all such modification(s).
15. Assignment. You may not assign or transfer by contract, by operation or law or otherwise this Agreement or your rights or obligations hereunder without WWE’s prior written consent. WWE may assign this Agreement and its rights and obligations in its sole discretion and without your consent.
16. Your Access through Worldwide Express Franchise System. You may use the Services through a Worldwide Express franchisee, and you remain responsible to provide information and instructions in accordance with the terms and conditions of this Agreement. WWE is not responsible for misrouting, improper classifications or commodity descriptions, Carrier instructions or other information affecting any shipment.
17. Controlling Law. This Agreement is governed by and construed in accordance with the laws of the United States and the State of Texas, excluding its conflict of laws provisions.
18. Third Party Beneficiary. You expressly acknowledge that UPS is a third party beneficiary to Sections 5, 9, 11 and 12 for all purposes, including the right to bring a claim or cause of action or seek a remedy or right of any kind.
ACCEPTANCE OF AGREEMENT
You understand that you can accept these terms and conditions for the use of the Web Site and the Services electronically or by manual execution of this Agreement. Your acceptance shall represent you have read and understand all the terms and conditions.
LAST UPDATED: 3/28/2014