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Review the End User Agreement
 
UPS Internet Tools™ End User Agreement

Version ITC00205162001

PLEASE CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS OF THIS 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 INTERNET SERVICES, INC. ("UPS"). IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, CLICK HERE (http://www.ups.com/) TO RETURN TO THE UPS HOMEPAGE.

End User (as defined below) desires to develop one or more Interfaces (as defined herein) to the UPS Internet Tools (as defined herein) to facilitate the use by End User of UPS package shipping and delivery services. UPS is authorized to consent to the use of the UPS Mark (as defined herein) by End User. UPS is willing to consent to the use by End User of the intellectual property and other rights necessary to facilitate such development and use pursuant to the terms and conditions set forth below. Accordingly, for good and valuable consideration the receipt and sufficiency of which is acknowledged, UPS agrees to grant permission and its consent, and End User agrees to accept such permission and consent, to develop Interfaces to access and use the UPS Internet Tools as limited and restricted herein, and in strict accordance with the terms and conditions and any exhibits and addenda referenced herein, which are hereby incorporated by reference as if fully set forth herein (collectively, the "Terms and Conditions").

  1. Definitions. Defined terms used herein shall have the meanings ascribed to them below:
    1. "Application(s)" means the software product(s) or Web site(s) developed by End User solely for its own business purposes and not for use by or on behalf of any third party.
    2. "Confidential Information" means any data or information, other than Trade Secrets, that is of value to UPS and is not generally known to third parties.
    3. "End User" means you individually and the entity for whom you intend to obtain UPS's permission and consent hereunder, and for whom you act as an authorised representative, employee or agent.
    4. "Information" means information regarding UPS package shipping and delivery services or other information provided from the UPS Systems through use of the Interfaces.
    5. "Interfaces" means the interfaces to the UPS Systems developed by End User in accordance with the UPS Technical Documentation.
    6. "Person" means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization or other legal entity.
    7. "Trade Secret" means any information of UPS (which shall be deemed to include its associated companies) which is not commonly known by or available to the public, which (i) derives economic value, actual or potential, from not being generally known to and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
    8. "Update(s)" shall mean error corrections, modifications, updates, enhancements or revisions to the Application or the UPS Materials.
    9. "UPS Internet Tools" means that functionality identified on UPS Internet Tools List (Exhibit A) that provides UPS functionality on an Application.
    10. "UPS Mark" means the following mark provided by UPS under this Agreement:



      The UPS Mark should be reproduced using the files LOGO_S.GIF, LOGO_M.GIF and LOGO_L.GIF found on the UPS Internet Tools Web site.
    11. "UPS Materials" means the UPS Technical Documentation, UPS Mark, UPS Systems, UPS Internet Tools, UPS Web site content and Information, collectively.
    12. "UPS Systems" means those UPS computer and network systems to which the Interfaces provide access for the purpose of obtaining Information.
    13. "UPS Technical Documentation" shall mean the instructions, including any sample code, for creating an interface to the UPS Systems made available by UPS and any Updates thereto.
    14. "Usage Requirements" means (a) the requirements for use of the UPS Mark as described in the Usage Requirements (Exhibit B), and (b) any other requirements for usage of the UPS Mark as may be provided by UPS to End User from time to time.
  2. Consent to Use.
    1. Consent to Use of UPS Technical Documentation. UPS hereby permits and consents to the use by End User of the UPS Technical Documentation for the sole purpose of developing the Interfaces and incorporating the Interfaces into the Application during and in accordance with the terms hereof. This permission and consent by UPS is limited, revocable, non-exclusive and non-transferable. End User must include in every copy of the Application a prominent reproduction of UPS's copyright and proprietary notices in a form and format specified by UPS from time to time. The Interfaces shall not allow or be part of any distribution of Information by wireless or satellite delivery services or applications. Under no circumstances may the Interfaces be used, or End User headquartered, in Cuba, Iran, Iraq, Libya, Sudan, the Taliban-controlled areas of Afghanistan, or any other country subject to embargo or sanctions by the United States Department of the Treasury's Office of Foreign Assets Control.
    2. Development and Access. UPS hereby permits and consents to the End User's exchanging information with the UPS Systems via the Interfaces as reasonably needed during the term and in accordance with the terms of the Access User Terms (Exhibit C) and each of the other terms hereof. This permission and consent by UPS is limited, revocable, non-exclusive and non-transferable.
    3. Consent to Use of UPS Mark. UPS hereby permits and consents to the use by End User of the UPS Mark to display in the Application solely in the manner described in the Usage Requirements. This permission and consent by UPS is limited, revocable, non-exclusive and non-transferable. Subject to Section 11(b) hereof, UPS may revoke its permission and consent to the use of the UPS Mark at any time with or without cause upon ninety (90) days' written notice to End User.
    4. Ownership. End User hereby acknowledges that UPS owns the UPS Materials. End User agrees that the essence of this Agreement is founded on the goodwill associated with the UPS Materials and the value of the goodwill in the minds of the consuming public, and on the continued ability of UPS to protect and maintain such goodwill. End User acknowledges that it has not acquired any ownership interest in the UPS Materials and will not acquire any ownership interest in the UPS Materials by reason of this Agreement. End User will not at any time do or knowingly permit to be done any act or thing which would in any way impair the rights of UPS in and to the UPS Materials or which would affect the validity of the UPS Mark or which would depreciate the value of the UPS Mark or the reputation of UPS. End User hereby agrees that all use of the UPS Mark by End User shall inure to the benefit of UPS. End User agrees never to challenge the validity or ownership of the UPS Mark or any applications or registrations for the UPS Mark. Upon termination or expiration of this Agreement, End User will cease and desist from all use of the UPS Mark in any way. Furthermore, End User shall at no time adopt or use any word, company name, mark or design which is similar to or confusing with the UPS Mark, without the prior written consent of UPS. This Agreement does not constitute a licence and only conveys limited rights of use of the UPS Materials in accordance with the terms of this Agreement. End User agrees to comply with each of the terms of the Usage Requirements throughout the term hereof.
    5. End User Cooperation. End User shall promptly report to UPS (i) any attempt by a Person to access the UPS Systems via the Application improperly or in a manner that could damage the UPS Systems; (ii) any infringement or attempted infringement of UPS's intellectual property rights in the UPS Materials or (iii) any activity which could expose UPS to any loss or liability of any type, and thereafter cooperate with UPS to prevent such attempts and activity.
  3. Access to Books and Records. Upon written request therefor, End User shall provide UPS or its representatives with access to all books and records associated with this Agreement for the purpose of ensuring End User's compliance with the terms of this Agreement.
  4. Access to Applications. Upon written request therefor, End User shall provide to UPS, at the election of UPS, access to or a copy of the Application (and/or any Update(s) thereto) and the URL for each location of the Application on the Internet (if the Application is used or made available through the Internet). If reviewed by UPS, End User shall not use the Interfaces until such time as UPS has provided End User a written statement which states that the Interfaces and their use in connection with the Application are compatible with the UPS Systems and in compliance with the terms of this Agreement. UPS's right to review pursuant to this Section shall include, without limitation, the right to test the Interfaces, individually and as incorporated into the Applications to verify that the Applications have been designed in compliance with this Agreement. End User shall make any changes to the Interfaces requested by UPS.
  5. Support; Changes; Laws.
    1. Support. Except for issues related to the provision of products and services by UPS (e.g., package and tracking information), End User shall provide all maintenance and support for the Application. End User shall promptly notify UPS of any defects or malfunctions in the UPS Materials of which it learns from any source.
    2. Changes to UPS Materials. UPS may terminate, update, alter or supplement any or all of the UPS Materials, UPS Systems and services, and Information available from the UPS Systems at any time. UPS has waived the charges for access to or use of the UPS Technical Documentation, Information or UPS Systems. However, UPS may assess charges for any or all of such items (including services included therein) in the future, in its sole discretion, by providing notice of such charges to End User.
    3. Compliance with Laws. End User shall strictly comply with all applicable laws, rulings and regulations and shall take no actions which would cause UPS to be in violation of any laws, rulings or regulations applicable to it. End User shall comply to the extent applicable with the United States Export Administration regulations, the International Traffic in Arms regulations and any regulation or licences administered by the Department of Treasury's Office of Foreign Assets Control.
  6. Information, Confidential Information and Trade Secrets. During the term of this Agreement and for so long as the Trade Secrets maintain their status as trade secrets under applicable law, End User shall not use, disclose or permit any third party access to any Trade Secrets except as required by law or permitted in connection with its performance hereunder. During the term of this Agreement and for a period of five (5) years thereafter, End User shall not use, disclose or permit any third party access to any Information or Confidential Information (including, without limitation, the UPS Technical Documentation and the UPS Internet Tools), except as otherwise required by law or permitted in connection with its performance hereunder. End User acknowledges that if it breaches this Section or the Usage Requirements, UPS will have no adequate remedy at law available to it, will suffer irreparable harm, and will be entitled to equitable relief.
  7. Representation and Warranty. End User represents and warrants that all information provided to UPS in connection with this Agreement, including without limitation the registration information, is true, correct, accurate and current. End User shall promptly provide UPS an update if any such information changes.
  8. Disclaimer of Warranties. THE UPS MATERIALS ARE PROVIDED "AS IS" AND IN THEIR PRESENT STATE AND CONDITION. NO WARRANTY, REPRESENTATION, CONDITION, UNDERTAKING OR TERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO THE CONDITION, QUALITY, AVAILABILITY, DURABILITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE OF THE UPS MATERIALS OR OTHERWISE IS GIVEN OR ASSUMED BY UPS OR ITS AGENTS AND ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. UPS MAKES NO WARRANTY WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION. UPS DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE UPS SYSTEMS AND ACCESS TO SUCH SYSTEMS MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF UPS'S CONTROL; UPS IS NOT LIABLE FOR ANY DAMAGES OF ANY TYPE CAUSED BY SUCH INTERFERENCE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTY, SO THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU. THIS CONTRACT GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. IF YOU ARE DEALING AS A CONSUMER, YOUR STATUTORY RIGHTS WHICH CANNOT BE WAIVED, IF ANY, ARE NOT AFFECTED BY THESE PROVISIONS. END USER AGREES AND ACKNOWLEDGES THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND WARRANTY PROVIDED IN THIS AGREEMENT ARE FAIR AND REASONABLE.
  9. Indemnification. End User shall indemnify and hold harmless, and at UPS's option defend, UPS and its affiliates, and their respective officers, directors, employees, agents, successors and assigns from and against any and all claims, damages and expenses, including legal fees, incurred directly or indirectly by UPS, its parent or its affiliates, and their respective officers, directors, employees, agents, successors and assigns that arise out of or relate to (i) any performance, non-performance or malperformance issues related to the Application and any negligence on the part of End User or its employees, contractor or agents; (ii) breach or non-performance of this Agreement by End User; or (iii) any claim that the Application (excluding the UPS Materials) infringes the intellectual property rights of a third party.
  10. Limitation of Liability.
    1. UPS SHALL NOT BE LIABLE TO END USER OR ANY THIRD PARTY FOR ANY PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR PENALTIES (INCLUDING LOST PROFITS, LOST SAVINGS AND THE ABILITY TO USE THE UPS SYSTEMS OR INFORMATION) ARISING OUT OF THIS AGREEMENT, DUE TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, OR USE OF THE UPS MATERIALS EVEN IF UPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR PENALTIES. THIS LIMITATION OF LIABILITY SHALL BE APPLICABLE ONLY TO THE EXTENT PERMITTED BY LAW IN THE EVENT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF UPS OR IN THE EVENT OF PERSONAL INJURY OR DEATH. IN NO EVENT SHALL UPS'S LIABILITY FOR ANY DAMAGES (DIRECT OR OTHERWISE) OR PENALTIES OR LOSS, REGARDLESS OF THE FORM OF ACTION OR CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), DELICT OR OTHERWISE EXCEED US$1,000, ANY CLAIM FOR SUCH DAMAGES OR PENALTIES BEING HEREBY WAIVED BY END USER OR ANY SUCH THIRD PARTY.
    2. CLAIMS NOT MADE WITHIN SIX (6) MONTHS AFTER THE FIRST EVENT GIVING RISE TO A CLAIM SHALL BE DEEMED WAIVED.
  11. Term and Termination
    1. Term. This Agreement shall have a term of one (1) year, commencing on the date End User signifies acceptance of this Agreement below (the "Effective Date"), and shall automatically renew for up to four (4) one (1) year terms unless earlier terminated in accordance with this Section.
    2. Termination. Except as provided in the second sentence of this Section 11(b), either party may terminate this Agreement at any time with or without cause on thirty (30) days' written notice to the other party. UPS may terminate this Agreement without UPS having to take any additional action upon (i) the breach of the Usage Requirements or Section 6 hereof or (ii) the subsequent entering into of a UPS Internet Tools End User Agreement, or any successor agreement thereto, by End User and UPS.
    3. Consequences of Termination or Expiration. Within five (5) business days after termination or Expiration of this Agreement for any reason, End User shall (i) return to UPS all materials provided to End User by UPS, including without limitation, all copies of the UPS Materials and all other UPS Confidential Information and Trade Secrets, (ii) cease any and all access to the UPS Systems via the Application or otherwise and (iii) delete all copies of materials stored on electronic media and certify in writing the deletion of same. Sections 2(d), 2(e) and 3-13 (inclusive) shall survive any termination or Expiration of this Agreement for any reason.
    4. Prior Agreements. By entering into this Agreement, UPS and End User agree that all prior agreements by End User with respect to UPS Internet Tools, including without limitation the UPS Logo and Interface License Agreement and UPS Internet Tools Agreement for end users, are terminated, and this Agreement shall apply with respect to such UPS Internet Tools; provided, however, that termination of such agreements shall not abridge UPS's rights against End User as a result of any violation or breach of such agreements prior to the date of termination. End User shall have ninety (90) days from the Effective Date to modify the Application to remove all UPS trademarks, logos, service marks and trade names from the Application with the exception of the UPS Mark End User is permitted to use hereunder.
  12. Use of Information. End User acknowledges and agrees that any information End User provides to UPS may be used by UPS in a manner consistent with the UPS Privacy Policy and for purposes of this Agreement. End User consents to the transfer of any personal information provided to UPS by End User from End User's country of origin to the United States.
  13. General.
    1. Governing Law, Jurisdiction and Language. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, United States of America, excluding (i) its conflicts of laws principles; (ii) the United Nations Convention on Contracts for the International Sale of Goods; (iii) the 1974 Convention on the Limitation Period in the International Sale of Goods; and (iv) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980. To the full extent permitted by law, the controlling language of this Agreement is English and any translation End User has received has been provided solely for End User's convenience. To the full extent permitted by law, all correspondence and communications between End User and UPS under this Agreement must be in the English language. The exclusive jurisdiction for any action relating to this Agreement shall be a federal or state court in Atlanta, Georgia, and the parties consent to such jurisdiction and waive and agree not to plead or claim that any such action or proceeding has been brought in an inconvenient forum. Notwithstanding anything herein to the contrary, UPS shall be entitled to interim relief or provisional remedies before any court having jurisdiction. End User agrees to the admissibility of computer records and electronic evidence in any dispute herein.
    2. Modification. UPS reserves the right to modify the Terms and Conditions of this agreement in its sole discretion at any time by posting a revised version hereof or by otherwise making such revised terms available for review to End User. Any such modifications will supersede all prior versions and shall be effective as to subsequent translations by End User upon its continued use of the UPS Systems, which continued use constitutes End User's agreement to the revision. End User has the right to terminate this Agreement by notice to UPS within thirty (30) days after End User receives notification of any such modification.
    3. Waiver. UPS's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
    4. Assignment. End User may not assign any of its rights or delegate any of its duties under this Agreement without UPS's prior written consent, and any attempt to do so shall be void. UPS may assign, delegate or transfer all or any part of this agreement or any rights hereunder without the need for any approval or consent from End User.
    5. Independent Parties. Nothing in this Agreement or elsewhere shall be construed to make the parties partners, joint venturers, representatives or agents of each other, nor shall either party, directly, indirectly, in writing or otherwise, so represent to any third person. The parties hereunder are acting in performance of this Agreement as independent contractors engaged in the operation of their own respective businesses.
    6. Subcontractors. End User may employ a subcontractor, at End User's sole expense, to develop Interfaces solely for the purpose of incorporating such Interfaces into the Application, so long as (i) End User remains fully responsible to UPS for such subcontractor's compliance with this Agreement; (ii) End User enters into an agreement with such subcontractor requiring the subcontractor's compliance with this Agreement, and (iii) nothing contained in any agreement between the End User and the subcontractor, or under this Agreement, shall bind UPS. All use by a subcontractor of the UPS Mark shall inure to the benefit of UPS.
    7. Severability. If one or more provisions of this Agreement shall be held to be invalid or unenforceable, the remaining provisions shall not be affected thereby.
    8. Force Majeure. UPS shall not be liable or responsible for any delay or failure in performance if such delay or failure is due to causes beyond its reasonable control, including but not limited to, work stoppages.
    9. Authority. End User represents and warrants that the person accepting this Agreement has full right and authority to enter into this Agreement on behalf of End User.
    10. Remedies. Any remedies provided herein are non-exclusive.
    11. Written Document. End User may preserve this contract in written form by printing it for End User's records, and End User waives any other requirement that this contract be evidenced by a written document.
    12. Notices. Except as otherwise noted herein, all notices, demands or other communications required or permitted to be given under this Agreement shall be in writing and shall be given as follows:

      If by UPS: by use of a UPS Document Exchange® service, such as UPS OnLine CourierSM or a successor service (notice deemed effective on date of transmission); personal service (notice deemed effective on date delivered); UPS or other recognized international or overnight courier (notice deemed effective on date delivered); electronic mail (notice deemed effective on date of transmission); by facsimile or telecopier transmission if a transmission confirmation is received by UPS (notice deemed effective on date confirmation is received); or by United States certified mail, return receipt requested, postage prepaid (notice deemed effective on tenth business day following placement in mail) to the address, e-mail address or facsimile number provided by End User through the End User registration process or such other address, e-mail address or facsimile number as changed through thirty (30) days' prior written notice to UPS.


      If by End User: by use of a UPS Document Exchange® service, such as UPS OnLine CourierSM or a successor service (notice deemed effective on date of transmission); personal service (notice deemed effective on date delivered); UPS Next Day Air® (notice deemed effective one business day after dispatch); or by United States certified mail, return receipt requested, postage prepaid (notice deemed effective on tenth business day following placement in mail) to UPS Internet Services, Inc., 55 Glenlake Parkway, N.E., Atlanta, Georgia 30328, attention: Electronic Commerce Group, or such other address as changed through thirty (30) days' prior written notice to End User. All such notices shall reference this Agreement and shall include a copy to UPS's Legal Department at the UPS address set forth above.
    13. Headings. The headings in this Agreement and in any exhibits attached hereto are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.
    14. Canada. The parties declare that they have required that this Agreement and all documents related hereto, either present or future, be drawn up in the English language only. Les parties déclarent par les présentes qu'elles exigent que cette entente et tous les documents y afférents, soit pour le présent ou le futur, soient rédigés en langue anglaise seulement.
    15. Entire Agreement. This Agreement, including UPS Internet Tools List (Exhibit A), Usage Requirements (Exhibit B) and Access User Terms (Exhibit C) contains the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior written or oral agreements between them with respect thereto, except that End User's use of the UPS Systems and the Information is further subject to the UPS Rate and Service Guide and Tariff. In the event of any conflict between the terms hereof and such documents, this Agreement shall control.


    DO YOU AGREE TO USE THE UPS MATERIALS AND ACCESS AND USE THE UPS SYSTEMS IN ACCORDANCE WITH AND BE BOUND BY EACH OF THE TERMS AND CONDITIONS SET FORTH ABOVE?

    Yes, I Accept with the terms and conditions represented by this UPS Internet Tools End User Agreement, including UPS Internet Tools List (Exhibit A), Usage Requirements (Exhibit B), and Access User Terms (Exhibit C) (see links to exhibits below).




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