United States

Notice: You must separately execute the UPS OnLine® Tools Access User Terms to use and access the UPS OnLine® Tools.

UPS ONLINE® TOOLS END USER AGREEMENT

Version EUC14012006

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 TO EXIT THE AGREEMENT.

End User (as defined below) desires to develop one or more Interfaces (as defined herein) to the UPS OnLine® Tools (as defined herein) to facilitate the use by End User of UPS package shipping and delivery services, and to provide information regarding estimated costs, expenses or related matters with respect to the import and/or export of End User's shipments. 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 the UPS OnLine 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:
   
   a. "Application(s)" means the software product(s) or website(s) developed by End User or a subcontractor pursuant to Section 2(b) solely for End User's own business purposes and not for use by or on behalf of any third party.
   
   b. "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.
   
   c. "End User" means the Person assigned the UPS Account Number used previously to access this Agreement.
   
   d. "Information" means information regarding UPS package shipping and delivery services, information related to the import or export of shipments, or other information provided from the UPS Systems through use of the Interfaces.
   
   e. "Interfaces" means the interfaces to the UPS Systems developed by End User in accordance with the UPS Developer's Kit and this Agreement.
   
   f. "OnLine Tools Territory" means the countries listed under the heading "OnLine Tools Territory" in (Territory (Exhibit C)) .
   
   g. "Person" means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization or other legal entity.
   
   h. "POD Letter" means a proof of delivery letter provided by the UPS Systems in response to a request for same.
   
   i. "Premium Tools" means those Tools designated as premium tools in (UPS OnLine Tools List (Exhibit A)) .
   
   j. "Standard Tools" means those Tools designated as standard tools in (UPS OnLine Tools List (Exhibit A)) .
   
   k. "Territory" means the countries of both the OnLine Tools Territory and TradeAbility Territory listed in (Territory (Exhibit C)) .
   
   l. "Tools" means that functionality residing in the UPS Systems that provides Information in response to queries from Interfaces.
   
   m. "TradeAbility Territory" means the countries listed under the heading TradeAbility Territory in (Territory (Exhibit C)) .
   
   n. "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 and shall specifically include, without limitation, the UPS Developer's Kit.
   
   o. "Update(s)" shall mean error corrections, modifications, updates, enhancements or revisions to the Application or the UPS Materials.
   
   p. "UPS Developer's Kit" shall mean the instructions, including any sample code, for creating Interfaces to the UPS OnLine Tools made available by UPS and any Updates thereto, including without limitation, the TradeAbility Web Services Guides.
   
   q. "UPS Internet Tools" means the former name of the HTML versions of the UPS OnLine Tools (HTML versions of Tracking, Rates & Service Selection and Quick Cost Calculator).
   
   r. "UPS Mark" means the following mark provided by UPS under this Agreement:
   
   
   
   
   s. "UPS Materials" means the UPS Developer's Kit, UPS Mark, UPS Systems, UPS OnLine Tools, and Information, collectively.
   
   t. "UPS OnLine Tools" means the Premium Tools and Standard Tools, collectively.
   
   u. "UPS Systems" means the UPS computer and network systems including, but not limited to, the UPS OnLine Tools.
   
   v. "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 or any of the UPS Materials as may be provided by UPS to End User from time to time.
   
   
2. Consent to Use.
   
   a. Consent to Use of UPS Developer's Kit. Subject to compliance with the Terms and Conditions, UPS hereby permits and consents to the use by End User of the UPS Developer's Kit for the sole purpose of developing the Interfaces and incorporating the Interfaces into the Application during the Term pursuant to the instructions and restrictions in the UPS Developer's Kit and in accordance with the terms hereof. This permission and consent by UPS is limited, revocable, non-exclusive and non-transferable. End User's use of the UPS Developer's Kit for the Premium Tools is contingent upon End User's agreement to the terms contained herein and authorized access to such applicable UPS Developer's Kit from UPS which access UPS may authorize at its sole discretion.
   
   b. Subcontractors. End User may employ a subcontractor, at End User's sole expense, to develop Interfaces and provide such subcontractor access to the UPS Developer's Kit 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, including without limitation the restrictions on disclosure of the UPS Materials, and (iii) nothing contained in any agreement between the End User and the subcontractor shall bind UPS. All use by a subcontractor of the UPS Mark shall inure to the benefit of UPS. The Interfaces developed or provided by a subcontractor pursuant to this Section 2(b) must not be a standardized product marketed generally to the public.
   
   c. Access and Distribution. This Agreement does not grant End User the right to use the Interfaces or Application to access or use the UPS Systems. End User's exclusive rights are to develop the Interfaces as part of the Application for End User's sole benefit, and End User shall not use the Interfaces on behalf of, distribute the Interfaces to, or host the Interfaces for the benefit of, or otherwise make the Interfaces available to, any third party. End User acknowledges that to use the Interfaces or Application to access and use the UPS Systems, End User must separately execute the UPS OnLine® Tools Access User Terms, or the successor agreement thereto.
   
   d. Consent to Use of UPS Mark. Subject to compliance with the Terms and Conditions, 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 (Exhibit B) . This permission and consent by UPS is limited, revocable, non-exclusive and non-transferable. Subject to Section 9(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. End User hereby agrees that all use of the UPS Mark by End User shall inure to the benefit of UPS.
   
   e. Ownership. End User hereby acknowledges that the UPS Materials are the sole property of UPS, its affiliates or their third party licensors and 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. This Agreement does not constitute a license 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.
   
   f. Signature Tracking Tool. If approved to use the Signature Tracking Tool, End User shall design the Application such that (i) the Signature Tracking functionality is available only to employees of End User (notwithstanding the foregoing, the Signature Tracking functionality shall not be available through a publicly available website), (ii) each POD Letter strictly complies with the formatting, appearance, and style requirements and any branding requirements contained in the UPS Developer's Kit, and (iii) it does not store or distribute any electronic or digital copy of a POD Letter.
   
   g. TradeAbility Web Services. If approved to use the TradeAbility Web Services, End User shall design the Application such that the TradeAbility Web Services are available only to employees of End User. UPS has appointed its affiliate, UPS Supply Chain Solutions, Inc., including its successors and assigns, to perform for and provide to End User the TradeAbility Web Services.
   
   
3. 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 thereto) and the URL for each location of the Application on the Internet (if the Application is used or made available through the Internet) for the purpose of determining the Application's compatibility with the UPS Developer's Kit, UPS Systems and End User's compliance with the terms of this Agreement. If UPS determines the Application is not compatible with the UPS Systems or does not comply with this Agreement or the UPS Developer's Kit, End User shall make any changes to the Interfaces requested by UPS and UPS may further request that End User prevent access to and use of the Application until such time as UPS has provided End User a written statement that the Application is compatible with the UPS Systems and in compliance with the terms of this Agreement and the UPS Developer's Kit.
   
   
4. Support; Changes; Laws.
   
   a. 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.
   
   b. 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.
   
   c. 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 licenses administered by the Department of Treasury's Office of Foreign Assets Control.
   
   
5. Restrictions.
   
   a. Information, Confidential Information and Trade Secrets. During the Term of this Agreement and thereafter, End User shall not use, disclose or permit any Person access to any Trade Secrets (including, without limitation, the UPS Developer's Kit and UPS OnLine Tools), except as permitted in connection with its performance hereunder. During the Term of this Agreement and for a period of five (5) years thereafter, except as otherwise mandated by law, End User shall not use, disclose, or permit any third party access to any Information or Confidential Information, except as permitted in connection with its performance hereunder. End User acknowledges that if it breaches this Section 5(a) 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.
   
   b. Transfer. End User shall not sublicense, assign, copy, sell, lend, give, redistribute, resell, lease, license, market, transfer, disclose or otherwise make the UPS Materials available in any manner to any third party without the written consent of UPS.
   
   
6. Representation and Warranty.
   
   a. Headquarters and Information. End User represents and warrants that (i) if the Application (x) does not include access to the TradeAbility Web Services that End User is headquartered in the OnLine Tools Territory, (y) includes only access to the TradeAbility Web Services that End User is headquartered in the TradeAbility Territory or (z) if the Application includes access to the TradeAbility Web Services and at least one other UPS OnLine Tool that the End User is headquartered in a country that is in both the OnLine Tools Territory and TradeAbility Territory and (ii) 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.
   
   b. Corporate Authority and Identification. You represent and warrant that you are (i) the Person identified in the subscription records for the My UPS Account through which this Agreement is accessed, (ii) at least eighteen (18) years of age, and (iii) if End User is a corporate entity, an employee of End User who is duly authorized to execute legally binding contracts under applicable law on behalf of End User.
   
   
7. 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, ITS AFFILIATES, LICENSORS AND SUPPLIERS OR THEIR AGENTS AND ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. UPS, ITS AFFILIATES, LICENSORS AND SUPPLIERS MAKE NO WARRANTY WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL LANDED COST OR ANY OTHER CALCULATIONS OR CLASSIFICATIONS FROM THE UPS TRADEABILITY WEB SERVICES ARE PROVIDED AS ESTIMATES ONLY. UPS, ITS AFFILIATES, LICENSORS AND SUPPLIERS DO 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, ITS AFFILIATES, LICENSORS AND SUPPLIERS ARE NOT LIABLE FOR ANY DAMAGES OF ANY TYPE CAUSED BY SUCH INTERFERENCE. UPS DOES NOT WARRANT THAT ALL FUNCTIONALITY OF THE TRADEABILITY WEB SERVICES WILL BE AVAILABLE IN EACH COUNTRY OF THE TRADEABILITY TERRITORY. 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.
   
   
8. Limitation of Liability.
   
   a. 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 INABILITY 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.
   
   b. CLAIMS OF END USER NOT MADE WITHIN SIX (6) MONTHS AFTER THE FIRST EVENT GIVING RISE TO A CLAIM SHALL BE DEEMED WAIVED.
   
   
9. Term and Termination.
   
   a. 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 nine (9) successive one (1) year terms unless earlier terminated in accordance with this Section 9 (the "Term").
   
   b. Termination. Except as provided in the second sentence of this Section 9(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 having to take any additional action upon (i) the material breach by End User of this Agreement; (ii) the breach of the UPS OnLine® Tools Access User Terms, or any successor agreement thereto; (iii) use or distribution of the Interfaces by End User in breach of Section 2(c); or (iv) the subsequent entering into of a UPS OnLine® Tools End User Agreement, or any successor agreement thereto, by End User and UPS.
   
   c. 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 and delete all copies of such materials stored on electronic media and certify in writing the deletion of same, (ii) cease any access to the UPS Systems via the Interfaces, and (iii) cease all use of the UPS Mark previously authorized under this Agreement. In the event UPS terminates this Agreement pursuant to Section 9(b)(iii) above, End User shall (x) immediately cease any and all such distribution to any third party (and recall any such distributed Applications) and disable all access to the Interfaces by any third party; (y) provide written notice to each third party that received the Application or access to the Interfaces that distribution by End User was without a license by UPS and any use of the Application is unauthorized, the text of such notice to be approved by UPS in advance; and (z) provide to UPS a complete list of all third parties to whom End User has distributed or provided access to the Interfaces.
   
   d. Prior Agreements. By entering into this Agreement, UPS and End User agree that all prior UPS OnLine Tools End User Agreements (excluding any "Limited Release" agreements that End User may have entered into with UPS licensing to End User the Street Level Address Validation Tool and 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 ("Prior Agreements"), are terminated; provided, however, that termination of such Prior 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 any interfaces to the UPS OnLine Tools/UPS Internet Tools developed under any Prior Agreement to comply with this Agreement or cease use of such interfaces.
   
   
10. Excluded Uses of Information. The Information is for planning purposes only. End User agrees that the Information is insufficient for purposes of determining whether adjustments or guaranteed service refunds are due to End User. Accordingly, End User agrees that shipping data in addition to the Information will be required in order for End User or any third party to obtain a guaranteed service refund, any other adjustment or refunds against UPS service fees or for reconciliation of invoices for UPS services. For further information on the procedures and data required for service refunds, please consult the Terms and Conditions of Carriage/Service for the country of origin of a package in effect at the time of shipment.
    
    
11. General.
    
    a. Governing Law, Jurisdiction and Language. To the full extent permitted by law, 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 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.
    
    b. Language. In the event you have entered into this Agreement by means of the Internet display of a translated version of this Agreement in a language other than U.S. English, you may view the U.S. English language version of this Agreement here . To the full extent permitted by law and consistent with valid entry into a binding agreement, the controlling language of this Agreement is English and any translation you have received has been provided solely for your convenience. To the full extent permitted by law, all correspondence and communications between you and UPS under this Agreement must be in the English language.
    
    c. 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 transactions 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 at any time after End User receives notification of any such modification.
    
    d. 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.
    
    e. Assignment; Change of Control. End User may not assign any of its rights or delegate any of its duties under this Agreement, by contract or operation of law, without UPS's prior written consent, which consent may be withheld for any reason or no reason, 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.
    
    f. 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.
    
    g. 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.
    
    h. 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 or acts of terrorism.
    
    i. 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.
    
    j. Remedies. Any remedies provided herein are non-exclusive.
    
    k. Survival. Sections 1, 2(e), and 5-11 (inclusive) shall survive any termination or expiration of this Agreement for any reason.
    
    l 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.
    
    m. 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 personal service (notice deemed effective on date delivered); by UPS Next Day Air® (notice deemed effective one business day after dispatch); by 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, email address or facsimile number provided by End User through the End User registration process or such other address, email address or facsimile number as changed through thirty (30) days' prior written notice to UPS.

    If by End User: by personal service (notice deemed effective on date delivered); by 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.

    
    
    For clarity, the notice provisions above do not supercede any applicable federal or state rules of civil procedure with respect to service of process.
    
    n. 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.
    
    o. Canada. The parties declare that they have required that this Agreement and all documents related hereto, including, without limitation, the UPS Developer's Kit, 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, notamment la Trousse du Développeur d'UPS, soit pour le présent ou le l'avenir, soient rédigés en langue anglaise seulement.
    
    p. Entire Agreement. This Agreement, including (UPS OnLine Tools List (Exhibit A)) , (Usage Requirements (Exhibit B)) , and (Territory (Exhibit C)) contains the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior written or oral agreements (excluding any "Limited Release" agreements that End User may have entered into with UPS with respect to all versions of any of the UPS OnLine Tools not identified on Exhibit A of this Agreement) between them with respect thereto, except that End User's use of the UPS Systems and Information and UPS MyUPS website (as generally made available at the UPS website) is further subject to the UPS Rate and Service Guide and the UPS Tariff in the U.S., or, in other jurisdictions, the UPS Service and Tariff Guide or similar service guides or rate charts or documents and the Terms and Conditions of Carriage/Service, all as may be applicable to you, and the then current MyUPS Terms and Conditions . In the event of any conflict between the terms hereof and such documents, this Agreement shall control.
    
    

Notice: European Union Waiver To the fullest extent permitted by law, if End User is not dealing as a consumer but is situated in a member state of the European Union, End User hereby waives all notices, acknowledgements of receipt and confirmations relative to contracting by electronic means which may be required under Articles 10(1), 10(2), 11(1) and 11(2) of EU Directive 2000/31/EC as implemented within End User's jurisdiction in respect of its use of the Application and UPS Systems.

DO YOU, BY INDICATING BELOW, AGREE TO DEVELOP THE INTERFACES IN ACCORDANCE WITH AND BE BOUND BY EACH OF THE TERMS AND CONDITIONS SET FORTH ABOVE?