UPS TECHNOLOGY AGREEMENT
Version UTA05072014
PLEASE CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS OF THIS UPS TECHNOLOGY AGREEMENT. BY INDICATING BELOW THAT YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU HAVE ENTERED INTO A LEGALLY BINDING AGREEMENT WITH UPS MARKET DRIVER, INC. (“UPS”).
This Agreement comprises (1) these General Terms and Conditions (including its attached Exhibit A (Definitions - General Terms and Conditions ) and Exhibit B (Country Specific Amendment to the General Terms and Conditions); (2) the End User Rights (including its attached Exhibit A (Definitions - End User Rights), Exhibit B (UPS Technology), and Exhibit C (Permitted Territory)) available at (as such End User Rights may change from time to time in accordance with its terms); and (3) the documentation referenced in any of the foregoing, which are all incorporated by reference. You hereby confirm that You have read and fully understand BOTH the General Terms and Conditions AND the End User Rights which are available for Your review by accessing INCLUDING the documentation referenced therein. The Agreement may be presented to You more than once in conjunction with Your access and use of UPS Technology. Unless the version of the Agreement has changed, each instance serves to confirm the Agreement as mutually entered into and not to create an additional or separate agreement.
For purposes of the Agreement:
“Customer” means the Person that is your employer, but is not a Service Provider, (1) and that has been assigned the UPS Account you use to register the first UPS Technology you access, if a UPS Account is required for such registration, (2) and that has been assigned the first UPS Account you use with the UPS Technology you access, if a UPS Account is not required for registration but is required for use, or (3) when the first UPS Technology you access does not require a UPS Account for registration or use.
“Service Provider” means a third party engaged by a UPS customer to assist such UPS customer in managing its shipping activity with the UPS Parties, including Billing Data Service Providers, that has been approved by UPS in writing to perform such services for the UPS customer; provided however, UPS Affiliates may serve as Service Provider without a written approval by UPS.
“Service Provider Employee” means an employee of a Service Provider.
“You” or the possessive, “Your,” means, as applicable: (i) you as an individual, if you are entering into this Agreement as an individual on behalf of no other third party for your own personal use of the UPS Technologies; (ii) you as an individual and Customer, if you are accessing UPS Technology as part of your responsibilities as an employee of Customer; or (iii) you as an individual and your employer, if your employer is a Service Provider to a UPS customer and you are accessing UPS Technology as part of your responsibilities as a Service Provider Employee to perform services for the benefit of a UPS customer.
You represent and warrant You have reached the age of legal majority and, if applicable, You can form legally binding contracts under applicable law on behalf of Yourself, the Customer or Service Provider related to the UPS Technology. If at any time You are no longer authorized to form legally binding contracts under applicable law on behalf of Yourself, the Customer or Service Provider, as applicable, You may no longer use UPS Technology on Your own behalf or on behalf of such Customer or Service Provider.
General Terms and Conditions
1. Definitions. Capitalized terms used in this Agreement have the meanings set forth on General Terms and Conditions Exhibit A attached hereto and End User Rights Exhibit A . In the case of any conflict between the terms of the End User Rights and these General Terms and Conditions, these General Terms and Conditions shall control.
2. License Grant.
2.1. Scope. UPS hereby grants to You and You accept, subject to the terms and conditions of this Agreement, a limited, revocable, non-sublicenseable, non-exclusive, non-transferable, license to use the UPS Technology and associated Technical Documentation in the Permitted Territory for such UPS Technology. The End User Rights contain additional general license rights and restrictions, as well as UPS Technology-specific license rights and restrictions.
2.2. General Restrictions – UPS Materials and Software. You shall not, and shall cause Your employees and agents not to, sublicense, disclose or transfer the UPS Materials to any third party without the written consent of UPS. You agree not to modify (including corrections to the Software), reproduce, rent, lease, lend, encumber, distribute, redistribute, remarket or otherwise dispose of the