FedEx End User
License Agreement
FedEx Form No. 2002382 v 4 June 2024 Rev
(3rd
Party Hosted)
This introduction uses terms defined in Section 1, “Definitions”
below. Please confer with that section when reading this introduction.
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
NOT ACCEPT THIS EULA, 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 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
(as defined below) 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 fedex.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, which is supplementary
to, and shall be read together with, the FedEx Global Privacy Policy
and Privacy Notice, available here. Any and all of the foregoing may be updated, revised, replaced,
supplemented or otherwise modified by FedEx or its affiliates in its sole
discretion at any time and such modification will be effective when FedEx posts
a revised version at the URL address of the prior terms and conditions (or,
such other URL address as FedEx may indicate at the URL address of the prior
terms and conditions).
(b)
“Application” means
software program(s) that are made available to You by the Application Provider as a
software service and provide access to 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 in order to receive Feedback.
(e)
“Feedback” means any
comments, suggestions, know-how, ideas, improvements, or other feedback
regarding FedEx Technology or FedEx Services.
(f)
“FedEx” means (Federal
Express Corporation, unless otherwise indicated in this Agreement or the
applicable documentation.
(g)
“FedEx APIs” or “APIs” means those application
programing 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, FedEx Webhooks, Materials, and Beta Materials.
(l)
“FedEx Webhooks” are those FedEx APIs which, when enabled
by FedEx, allow You to register to receive data updates from FedEx based on the
occurrence of agreed upon events
(m)
“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.
(n)
“Service Offering”
means (1) the terms and conditions at fedex.com, as applicable; (2) the
then current FedEx Service Guide (the “Service
Guide”), a copy of which is available by request or by
download in Your country or territory of choice at fedex.com; (3) the current
FedEx Freight 100 Series Tariff (“FXF
100 Series Tariff”), a copy of which is available by download in Your
country or territory of choice at fedex.com; (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 fedex.com, which is supplementary to, and shall be read together with,
the FedEx Global Privacy Policy and Privacy Notice,
available here; and (5)
the terms and conditions set forth on any FedEx airway bill, bill of
lading or shipping label. Any and all of the foregoing may be updated, revised,
replaced, supplemented or otherwise modified by FedEx or its affiliates in its
sole discretion at any time and such modification will be effective when FedEx
posts a revised version at the URL address of the prior terms and conditions
(or, such other URL address as FedEx may indicate at the URL address of the
prior terms and conditions) or makes the updated airway bill, bill of lading or
shipping label available.
(o)
“Trade Control Laws”
means restrictions and controls imposed by export control and economic
sanctions laws and regulations of (1) the United States, including but not
limited to the U.S. Export Administration Regulations, International Traffic in
Arms Regulations, and economic sanctions programs maintained by the U.S.
Treasury Department’s Office of Foreign Assets Control; and, (2) any other applicable jurisdictions
(p)
“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 (e.g., sole
proprietorship, partnership, corporation, limited liability company, etc.), 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 even if such FedEx
Competitor otherwise qualifies as “You” under this definition. “Your” is the possessive of “You.”
With respect to the definitions of
Beta Materials, FedEx APIs (or APIs), FedEx Systems, and Materials, each of
those definitions also include any updates, upgrades, improvements,
enhancements, replacements or other modifications to such items as, when, and
if any such modification to an item is made available by FedEx. To the extent updates, upgrades,
enhancements, bug-fixes or other modifications improvements, enhancements,
replacements or other modifications to such items (both, individually and
collectively, “Modifications”) are
made available to You, such Modifications shall be considered a part of FedEx
Technology and provided subject to the terms and conditions of the Agreement.
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 made available (remotely) to You by the Application Provider (and
solely as such Materials are integrated into the Application) solely to access
FedEx APIs and request available FedEx Services (which may include, as the case
may be, functionality enabling You to label, rate, route, record, track and
invoice shipments tendered to FedEx or its affiliates for carriage on behalf of
You); (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 made
available (remotely) to You by the Application Provider (and solely as such
Materials are integrated into 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 made available (remotely) to You by the
Application Provider (and solely as such
Beta Materials are integrated into the Application) solely to access FedEx APIs
for test and development purposes. FedEx
Technology is not licensed for any other purpose(s), express or implied,
whatsoever. For the avoidance of doubt,
access and use by retail customers does not extend to third party shippers or
resellers or consolidators of shipping or shipping related services. Except as may be expressly permitted by a
separate written agreement between FedEx and You, use of FedEx Technology to
perform or order FedEx Services by or for the benefit of such parties is
prohibited.
(b) Restrictions.
(i) The
license does not permit, and You will not (and will not permit any employee or
other third party to):
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 for any reason or purpose, the source
code or source listings for FedEx Technology or any trade secret or
confidential information or process contained in FedEx Technology;
3.
remove, obscure, modify, or otherwise change any product
identification, trademark, confidentiality, proprietary, copyright or other
legends or notices contained in or on, or
available through, FedEx
Technology or Confidential Information;
4.
transfer FedEx Technology or the license, all whether in whole or
in part, or grant any rights in FedEx Technology or the license, all whether in
whole or in part by sublicense or otherwise;
5.
except as expressly authorized in, and in accordance with, Section
1(a) of this EULA, provide, rent, lease,
lend, or otherwise use or allow others to use or have access to FedEx
Technology, the Application, or any
portion thereof;
6.
disseminate or disclose performance information or analysis
(including, benchmarks) relating to FedEx Technology or FedEx Service without
the prior written consent of FedEx;
7.
except as expressly authorized in, and in accordance with, Section
1(a) of this EULA, use or display (including, doing
either on a stand-alone basis (i.e., not as integrated with the Application))
any FedEx Technology;
8.
reproduce or distribute FedEx Technology, in whole or in part;
9.
except as expressly authorized in, and in accordance with, Section
1(a) of this EULA use FedEx Technology for the benefit of any other party,
absent a written agreement with FedEx permitting such use;
10.
access or use FedEx APIs except through the Materials contained in
the Application;
11.
access or use FedEx Systems except through FedEx APIs;
12.
access, use or permit Your retail customers to access or use FedEx
Technology in a manner inconsistent with Section 20 of this Agreement,
including permitting use or access to FedEx Technology by persons subject to
restriction under U.S. Trade Control Laws or,
13.
modify or create derivative works of FedEx Technology.
14.
Use the Application
to provide service bureau, time-sharing, software as a service or other
computer software or database services to or for the benefit of third parties;
or,
15.
Use
the FedEx Technology or Application to perform or order FedEx Services by or
for the benefit of third parties. For the avoidance of doubt, the functionality
available through the Application (e.g., that which enables You to label, rate,
route, record, track and invoice) may only be used by You for shipments
tendered to FedEx for carriage on behalf of You unless expressly permitted by a
separate written agreement between FedEx and You
(ii) You
shall promptly notify FedEx in writing upon discovery of any unauthorized use
of FedEx Technology. FedEx may prevent
access to or use of FedEx Technology if FedEx has reason to believe that (a)
You or a third party using FedEx Technology licensed to You may be involved in
potential unauthorized use of or other infringement of FedEx’s proprietary
rights or (b) You or Your use of FedEx Technology is in violation of the
Agreement.
(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 (including, any derivative works thereof), are
owned solely and exclusively by FedEx.
FedEx is not selling or otherwise transferring title in any FedEx
Technology to You. You will not take any action inconsistent with FedEx’s
interest in any FedEx Technology. Except
for the express licenses granted in this EULA, FedEx reserves all right, title
and interest, including all intellectual property and other proprietary rights,
in and to FedEx Technology (including, any derivative works thereof).
(d)
In relation to any data provided by
You or through You, in connection with any FedEx Technology
(including, any derivative works thereof), FedEx Services and/or
otherwise, You warrant, represent, and undertake that You
have complied with all applicable privacy and data protection laws
including obtaining all necessary consent or legal ground for the usage,
processing or provision of such data, and providing the relevant data subject
with all necessary information in connection with the collection, transfer and
processing of such data, and agrees that the use of any FedEx Technology
(including, any derivative works thereof), and/or FedEx Services,
including in relation to the collection, storage and use
of personal information, shipping data and related
information, is subject to the applicable FedEx privacy policy and/or
privacy notice in the applicable country or territory, which is
supplementary to, and shall be read together with, the FedEx Global Privacy
Policy and Privacy Notice, available at www.fedex.com/en-us/trust-center/privacy.html. You shall
indemnify FedEx, its agents, contractors, employees and affiliates in respect
of all costs, claims, damages and expenses suffered or incurred by the same,
arising out of or in connection with Your failure to comply with the
foregoing.
(e)
In addition to the fedex.com Terms of Use, the
following additional terms and conditions govern the access and use of FedEx
Webhooks to request information updates regarding shipments ("Webhooks Updates").
FedEx authorizes You to request Webhooks Updates for a shipment for which You
are the shipper, recipient or third-party payor and You agree to only request Webhooks
Updates for a shipment for which You are the shipper, recipient, or third-party
payor subject to this Agreement. FedEx,
in its sole discretion, may provide Webhooks Updates for shipments for which
You provide a tracking number but You are not the shipper, recipient or third-party
payor; but, You are not authorized to, and You will not, request Webhooks
Updates on behalf of third-parties. In
the event FedEx elects to provide You with information for a shipment for which
You are not the shipper, recipient or third-party payor, the Webhooks Update
may provide limited and reduced
information regarding the shipment.
In all events, You acknowledge and agree that Webhooks Updates are the
private property of FedEx, are provided to You free of charge and that any use
of Webhooks Updates information is at Your sole risk. Webhooks Updates are
provided "AS IS" and FedEx disclaims all Warranties or conditions, express
or implied.
Section 2.
Use and Support of FedEx Technology.
(a) You will follow FedEx's instructions, including
those provided in FedEx Technology and/or documentation, provided from time to
time, for access and use of FedEx Technology.
You are solely responsible for providing and maintaining all hardware
necessary to access and use the Application, including FedEx Technology. Access to the internet is required to utilize
FedEx Technology. You are solely
responsible for obtaining access to the internet. You shall provide FedEx with
on-demand remote access to the Application so that FedEx may access the Application,
from time to time, in order to configure the Materials, upload, install and
configure Modifications, recover FedEx Services and related data, and/or
download rating and routing information and/or disable the Materials and/or
access to or use of other FedEx Technology in the event Your license is
terminated. FedEx may, make Modifications at any time for any reason. You hereby consent to all such
Modifications. In the event FedEx is
unable to establish communication with Your systems for reasons not
attributable to FedEx, You will assist FedEx within a commercially reasonable
time to initiate such communication. If
the FedEx Services available to You through the Application include shipping
transaction functionality, You will complete an End of Day Close Process as
required by FedEx to ensure FedEx shipping transactions are uploaded to FedEx
at the close of each business day.
(b)
FedEx,
in its sole discretion, may repair, modify, replace or remove the Materials, or
other FedEx Technology, in the event of any issues with the Application (“Limited Support Services”). Except for
such Limited Support Services, FedEx does not commit to provide any maintenance
or support regarding FedEx Technology.
(c)
The Application and services (e.g., maintenance, support, hosting,
etc.) related to the Application are not provided by FedEx or its
affiliates. It is Your sole responsibility to arrange with the
Application Provider for any and all warranties, maintenance, support, and any
other requirements and remedies arising out of Your access and use of the
Application. Therefore, You waive any
and all claims against FedEx and its affiliates arising from or relating to
Your access to or use of (or inability to access or use) the Application or the
other services provided by the Application Provider. You acknowledge
that use of certain Applications or services may require You to modify Your
internal computer systems from time to time.
You will make such modifications at Your own expense pursuant to the
instructions provided by FedEx or Application Supplier.
(d)
In the event You elect to communicate to FedEx any Feedback, FedEx
will own, exclusively and solely, all right, title, and interest (including,
all intellectual property and other proprietary rights) in and to the same,
even if You have designated the Feedback as confidential. FedEx will be entitled to use the Feedback
without restriction or further compensation to You. You hereby irrevocably assign all right, title
and interest (including, all intellectual property and other proprietary
rights) in and to the Feedback to FedEx and will provide such assistance as
FedEx may require in order to document, perfect, and maintain its rights in
and to the Feedback.
Section 3.
Termination. This EULA, and the Agreement, 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. Without limiting the
generality of the foregoing, Your failure to implement Modifications (or allow
FedEx to implement Modifications), is a failure to comply with the Agreement
which will result in independent termination of the Agreement. As an accommodation to You, 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. In such event, FedEx is not waiving its right
to terminate the Agreement for such compliance failure; and, for the avoidance
of doubt, FedEx may terminate the Agreement for such compliance failure even if
you are able to remedy the failure.
FedEx reserves the right to unilaterally terminate the Agreement and
access to and use of FedEx Technology and any services offered through FedEx
Technology, at any time and for any or no reason, upon notice to You. Such
termination will not be a breach of the Agreement. FedEx will have no liability for termination
of the Agreement pursuant to this provision. You may terminate the Agreement at
any time and for any or no reason upon thirty (30) days written notice to
FedEx. Such termination by You will not be a breach of the Agreement. Upon termination, all
licenses granted by the Agreement will terminate immediately. Upon termination, You
must: (i) cease all access to and use of any FedEx Technology and other
Confidential Information and destroy all copies thereof made by You in
connection with Your use of the Application; and, (ii) upon instruction of
FedEx, in its sole discretion, remove any and all Materials from Your
Application.
Section 4.
Terms and Conditions of Carriage. To the extent applicable to the FedEx Services
available to You through the Application:
(a)
You agree that domestic and international carriage by FedEx of any
shipments tendered to FedEx using the Application shall be in accordance with
the terms, conditions and limitations of liability set out on the NONNEGOTIABLE
Air Waybill, Label, Manifest, or Pick-Up Record (collectively “Shipping Documentation”) and as
appropriate any transportation agreement between You and FedEx covering such
shipment and in any applicable tariff, Service Offerings or Standard Conditions
of Carriage, copies of which are available upon request, and which are
incorporated into this EULA by
reference. If there is a conflict
between the Shipping Documentation and any such document then in effect or the
Agreement, the transportation agreement, tariff, Service Guide, Standard
Conditions of Carriage, or the Agreement will control, in that order of
priority. If a shipment originates outside the United
States, the contract of carriage is with the FedEx subsidiary, branch, or
independent contractor who originally accepts the shipment. Your use of Global
Trade Manager shall not alter Your responsibility for the preparation and
accuracy of shipping documentation including import/export forms
(b)
In the event You use the Application to process shipments tendered
to FedEx for delivery to locations outside the United States or country of
shipment origin, You will, at Your sole expense, assure that the terms and
conditions of international carriage supplied by FedEx from time to time (and
which may be amended or modified from time to time at FedEx's sole discretion)
are placed on the Shipping Documentation, as instructed by FedEx, for all such
international shipments. YOU SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS FEDEX
AND ITS REPRESENTATIVES (AS DEFINED IN SECTION 8 BELOW) FROM AND AGAINST ANY AND
ALL CLAIMS, DEMANDS, SUITS, DAMAGES, COSTS, EXPENSES, LOSSES, FINES AND
JUDGMENTS, INCLUDING REASONABLE
ATTORNEY’S FEES, ARISING OUT OF YOUR FAILURE TO APPLY THE INTERNATIONAL
CARRIAGE TERMS TO THE SHIPPING DOCUMENTATION FOR SUCH INTERNATIONAL SHIPMENTS,
INCLUDING WITHOUT LIMITATION CLAIMS FROM THE RECIPIENT OF ANY SHIPMENT, AND
YOUR FAILURE TO FOLLOW FEDEX'S INSTRUCTIONS IN REGARD TO THE PLACEMENT OF THE
TERMS ON THE SHIPPING DOCUMENTATION FOR SUCH INTERNATIONAL SHIPMENTS.
(c)
You acknowledge that if the Application is used to process
shipments to locations outside the United States or other country or territory of
shipment origin, You must enter the name of the person completing the Shipping
Documentation to print in lieu of such person’s manual or script signature on
the Shipping Documentation, as applicable, for all shipments tendered by You to
FedEx using the Application. You further
acknowledge that such printed name shall be sufficient to constitute the Your
signature, and acceptance of FedEx's terms and conditions of carriage contained
in the applicable transportation agreement, tariff, Service Guide, Standard
Conditions, or Shipping Documentation, or other Service Offering under which
the shipment is accepted by FedEx, or its independent contractor.
(d)
You hereby certify that all statements and information contained
on all Air Waybills, SEDs and accompanying documentation relating to
exportation are true and correct. You further certify that all Commercial
Invoice information submitted via the Materials is true and correct. You
expressly authorize FedEx and its independent contractors, as applicable, to
forward all information of any nature regarding Shipments to any and all
governmental or regulatory agencies which request or require such information.
Furthermore, You understand that civil and criminal penalties, including
forfeiture and sale, may be imposed for making false or fraudulent statements
or for the violation of any country laws on exportation, including but not
limited to, for Shipments originating in the U.S., 13 U.S.C. §305; 22 U.S.C.
§401; 18 U.S.C. §1001; and 50 U.S.C. App. 2410, and for Shipments originating
in Canada, the Export and Import Permits Act, R.S.C. E-17. Consult the laws in
the country of origin for similar restrictions.
(e)
You are responsible for, and warrant your compliance with, Export
Control Laws provisions in the Service Guide and Section 20 below. .
(f)
Unless otherwise indicated, the shipper’s address indicated on the
face of any Shipping Documentation is the place of execution and the place of
departure and the recipient’s address listed on the face of the Shipping
Documentation is the place of destination. Unless otherwise indicated on the
face of the Shipping Documentation the first carrier of all shipments is FedEx
Express, P.O. Box 727, Memphis, TN 38194. In the event another carrier is
listed on any such document, that carrier is the first carrier of the shipment.
The address for FedEx Ground is P.O. Box 108, Coraopolis, PA 15230.
(g)
The terms and conditions of carriage governing shipping and
related services with FedEx Freight (i.e., FedEx Freight Corporation) are
contained in the FXF 100 Series Tariff, which is available by download in Your
country of choice at www.fedex.com. In the event of any conflict between the
current version of the FXF 100 Series Tariff and any other FedEx delivery or
related service information at www.fedex.com with respect to any FedEx Freight
service, the applicable FXF 100 Series Tariff will control.
Section
5. Electronic Trade Documents.
(a) Agreement to Use Electronic Trade Documents
Instead of Printed Documents. By
utilizing FedEx® Electronic Trade Documents, You authorize FedEx to ship Your
international shipments using electronic documents instead of printed
documents, including but not limited to the applicable commercial invoice, pro
forma invoice, and export certificate of origin.
(b) Agreement to Provide Information, Letterhead
and Signature Image. By utilizing FedEx® Electronic Trade Documents, You agree
to provide FedEx with all information necessary to ship Your international
packages, including but not limited to package level detail information, Your
company letterhead and a signature image for You or an authorized
representative of Your company.
(c) Accuracy
of Information. You represent, warrant and covenant that any information
provided by You to FedEx shall be true, accurate and complete.
(d) Validity
of Letterhead. You represent, warrant and covenant that the letterhead provided
by You to FedEx for use in executing electronic trade documents on Your behalf
shall be a valid letterhead and that You possess the necessary right, title and
interest in the letterhead to authorize FedEx to use the letterhead to execute
electronic trade documents on Your behalf.
(e) Validity
of Signature Image. You represent, warrant and covenant that any signature
image provided by You to FedEx for use in executing electronic trade documents
on Your behalf shall be of a valid signature by a person authorized by You or
Your company to ship with FedEx and execute shipping-related documents on Your
company's behalf, and shall be sufficient to constitute Your signature.
(f) Authorization
for FedEx to Use Information. For any electronic trade documents completed by
FedEx on behalf of You or Your company, You authorize FedEx to use the
information provided by You to ship Your international packages, including but
not limited to package level detail information, Your company letterhead and
Your signature image or a signature image of an authorized representative of
Your company.
(g) Original
Documentation May Be Required for Some Shipments. You acknowledge that
applicable customs laws, rules and regulations may require additional
documentation for certain commodities, values or quantities and/or require that
original hardcopy commercial invoices, licenses, permits, declarations, forms,
certificates or other documentation accompany the shipment. You agree that it
is Your responsibility to include all required documentation (including,
without limitation, original hardcopy documentation) with any shipment You send
using FedEx Electronic Trade Documents.
(h) Indemnification.
You will, at Your sole cost and expense, defend, indemnify and hold harmless
FedEx, its parent corporation, subsidiaries, affiliated companies and their
respective officers, directors, employees, agents, successors, and assigns from
all claims, demands, suits, damages, costs, expenses, fines and judgments,
including reasonable attorneys' fees (hereinafter collectively "FTD Claims"), arising out of
FedEx's use of the information provided by You, including but not limited to
package level detail information, Your company letterhead and Your signature
image or a signature image of an authorized representative of Your company. FedEx
may intervene and assume its defense in any such claims, at its expense and in
its sole discretion. You will not settle any action relating to any FTD Claim
that involves FedEx without the prior written consent of FedEx
Section 6.
Payment. To the extent applicable to the FedEx
Services available to You through the Application, You agree to remit payment,
in accordance with the terms and conditions contained in the applicable Service
Offering, or as otherwise instructed by FedEx, 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. To the
extent applicable to the FedEx Services available to You through the
Application, You may bill shipping charges for transactions conducted through
FedEx Technology only to valid account numbers (i.e., bill sender, bill
recipient or bill third party). To the extent applicable to the FedEx Services
available to You through the Application, 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. Refunds requested
by You with respect to any shipment must be made in accordance with the
applicable Service Offerings. You will
not be entitled to any refund or credit under FedEx's money-back guarantees if
FedEx determines that the claim resulted from improper use of FedEx
Technology. FedEx, in its sole
discretion, may suspend its money-back guarantees in the event FedEx Technology
or the Application fails or is inoperable for any reason.
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: (a) for scheduled downtime to permit FedEx to conduct maintenance or make
modifications to any portion of the FedEx Technology; (b) in the event of a
denial of service attack or other attack on any FedEx Technology; (c) in the event that FedEx determines that
any portion of FedEx Technology is prohibited by law or FedEx otherwise
determines that it is necessary or prudent to do so for legal or regulatory
reasons; (d) any unanticipated or unscheduled downtime or unavailability for
any reason, including as a result of power outages, system failures or other
interruptions; or, (e) or any other
event that FedEx determines, in its sole discretion, may create a risk to any
FedEx Technology, to You or to any other FedEx customer(s) if access to FedEx
Technology is not suspended (each and all of the foregoing, "Service Suspension(s)"). FedEx will have no liability whatsoever for
any damage, liabilities, losses (including any loss of data or profits) or any
other consequences that You may incur as a result of any Service Suspension. To the extent FedEx is able, updates regarding
planned scheduled Service Suspensions may be posted at www.fedex.com but FedEx will
have no liability for the manner in which FedEx may do so or if FedEx fails to
do so.
(b)
FedEx
may make changes to FedEx Technology or discontinue FedEx Technology or portion
or feature(s) of FedEx Technology from time to time. Such changes may impact
Your ability to access or use the FedEx Technology (e.g., changes are not
backwards compatible). You may need to
modify, at Your own expense, the Application and other of Your systems
(hardware, software, networks, etc.) in order to continue using FedEx
Technology. FedEx will announce a material change or
discontinuance of FedEx Technology that You are using. FedEx will use commercially reasonable
efforts to continue to provide the FedEx Technology in accordance with the FedEx API Versioning and Throttling Guide, or such successor guide or URL that FedEx may publish,
unless FedEx determines in its reasonable judgment that: (a) FedEx cannot do so
by law or by contract (including if there is a change in applicable law or
contract) or (b) continuing to provide the impacted FedEx Technology could
create a (i) security risk or (ii) a substantial economic or technical burden. FedEx will have no
liability whatsoever for any damage, liabilities, losses (including any loss of
data or profits) or any other consequences that You may incur as a result of
any change, discontinuation or deprecation of FedEx Technology, even if such
changes, discontinuation or deprecation is not in accordance with the FedEx API
Versioning and Throttling Guide.
(c)
From
time to time, FedEx may limit, restrict or otherwise throttle Your access to
and use of FedEx Technology (collectively, “Throttling”). FedEx will have no
liability whatsoever for any damage, liabilities, losses (including any loss of
data or profits) or any other consequences that You may incur as a result of
any Throttling, even if Throttling is
not in accordance with the FedEx API Versioning and Throttling Guide.
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. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT
FEDEX TECHNOLOGY, INCLUDING ANY SERVICES OR INFORMATION (E.G., WEBHOOKS
UPDATES) OFFERED THROUGH FEDEX TECHNOLOGY, ARE PROVIDED ON AN "AS IS"
AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES 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. FEDEX DOES NOT WARRANT
THAT (A) FEDEX TECHNOLOGY WILL MEET ANY OR ALL OF YOUR REQUIREMENTS; (B) OPERATIONS WILL BE UNINTERRUPTED OR ERROR
FREE; (C) ANY DEFECT WITHIN FEDEX TECHNOLOGY OR ANY SERVICES OR INFORMATION OFFERED
THROUGH FEDEX TEHCNOLOGY WILL BE CORRECTED; OR (D) FEDEX TECHNOLOGY WILL NEVER
BE INFILTRATED BY HACKERS OR OTHER UNAUTHORIZED USERS. FEDEX DOES NOT WARRANT OR MAKE ANY
REPRESENTATION REGARDING THE RESULTS OF YOUR USE OF FEDEX TECHNOLOGY IN TERMS
OF CAPABILITY, CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. FEDEX MAKES NO
REPRESENTATION OR WARRANTY THAT FEDEX TECHNOLOGY OR ANY RELATED SERVICES,
INFORMATION (E.G., WEBHOOKS UPDATES) OR CONTENT IS FREE FROM BUGS, VIRUSES,
ERRORS OR OTHER PROGRAM LIMITATIONS.
FEDEX DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR
CONTENT THROUGH FEDEX TECHNOLOGY. NO ORAL OR WRITTEN INFORMATION,
REPRESENTATION OR ADVICE GIVEN BY FEDEX OR AN AUTHORIZED REPRESENTATIVE SHALL
CREATE ANY WARRANTY. SOME JURISDICTIONS
DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY
NOT APPLY TO YOU. IN THAT EVENT, ANY
IMPLIED WARRANTIES ARE LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE DATE OF
ORIGINAL PURCHASE OF THE APPLICATION CONTAINING MATERIALS OR OTHER FEDEX
TECHNOLOGY. HOWEVER, SOME JURISDICTIONS ES
DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE
LIMITATION MAY NOT APPLY TO YOU. THIS
WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY HAVE OTHER RIGHTS AS WELL
WHICH VARY FROM JURISDICTION TO JURISDICTION.
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. You waive any and all claims against FedEx and its
affiliates arising from or relating to Your access to or use of (or inability
to access or use) the Application or the other services provided by the
Application Provider. You agree that the remedy set forth in this Section is Your
exclusive remedy under the Agreement for any dissatisfaction with Your access
to or use of (or inability to do either) the Application or FedEx Technology.
Section 11.
Limitation Of Liability. YOU EXPRESSLY ACKNOWLEDGE
AND AGREE THAT FEDEX IS NOT CHARGING YOU A FEE FOR ACCESS TO OR USE OF FEDEX
TECHNOLOGY. TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, FEDEX AND ITS PARENT COMPANY AND SUBSIDIARIES AND
AFFILIATES, DIRECT AND INDIRECT, OF ITS PARENT COMPANY, LICENSORS, SUPPLIER, OR
ANY OF THE FOREGOING’S RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS AND/OR AGENTS
(COLLECTIVELY, “REPRESENTATIVES”) ARE NOT AND SHALL NOT BE LIABLE FOR ANY
SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR OTHER INDIRECT
DAMAGES (INCLUDING: DAMAGES FOR LOSS OF
BUSINESS, LOSS OF DATA, LOSS OF PROFITS, DAMAGES TO YOUR COMPUTER SYSTEMS OR
THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT
(INCLUDING, NEGLIGENCE), PRODUCT LIABILITY, STATUTORY OR STRICT LIABILITY OR
OTHERWISE EVEN IF FEDEX OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO
HAVE FAILED OF ITS ESSENTIAL PURPOSE.
FOR THE AVOIDANCE OF DOUBT, SUCH DISCLAIMER
APPLIES TO ANY DAMGES WHETHER ARISING FROM, RELATING TO OR OTHERWISE RESULTING
FROM (A) ACCESS TO OR USE OF FEDEX TECHNOLOGY OR INFOMRATION PROVIDED OR MADE
AVAILABLE TO YOU (E.G., WEBHOOKS UPDATES) ; (B) DEVELOPMENT, DISTRIBUTION, USE,
INSTALLATION OR REMOVAL OF AN APPLICATION; (C) INSTALLATION OR REMOVAL OF FEDEX
TECHNOLOGY; (D) YOUR INABILITY TO ACCESS OR USE FEDEX TECHNOLOGY FOR ANY
REASON; OR, (E) THE AGREEMENT, INCLUDING BREACH THEREOF BY FEDEX.
IN ANY EVENT, THE AGGREGATE LIABILITY OF FEDEX
UNDER THE AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU
HEREUNDER. THE FOREGOING LIMITATIONS AND
EXCLUSIONS WILL APPLY EVEN IF FEDEX, OR AN AUTHORIZED REPRESENTATIVE OF FEDEX,
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR A REMEDY SET FORTH IN
THE AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION
OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR SOME
DAMAGES (E.G., INCIDENTAL OR CONSEQUENTIAL).
ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT
APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. WHERE LEGAL LIABILITY CANNOT BE EXCLUDED,
BUT MAY BE LIMITED, YOU AGREE THAT THE LIABILITY OF FEDEX SHALL BE LIMITED TO
THE MAXIMUM AMOUNT OF FIFTY DOLLARS ($50.00).
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE
FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN FEDEX AND YOU. FEDEX WOULD NOT BE ABLE TO PROVIDE ACCESS TO
OR USE OF FEDEX TECHNOLOGY OR MARKS WITHOUT SUCH LIMITATIONS.
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, (HEREINAFTER, COLLECTIVELY, “CLAIMS”) 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. FEDEX MAY INTERVENE AND ASSUME ITS DEFENSE IN ANY SUCH CLAIMS,
AT ITS EXPENSE AND IN ITS SOLE DISCRETION.
YOU WILL NOT SETTLE ANY CLAIMS INVOLVING FEDEX, FEDEX SERVICE OR FEDEX
TECHNOLOGY, WITHOUT THE PRIOR WRITTEN CONSENT OF FEDEX.
Section 13. Notices.
(a)
Any notice required or permitted to be given to FedEx relating to
this EULA or the functioning of FedEx Technology or Limited Support Services
will be given in writing as addressed below by U.S. Postal Service first class
mail or via FedEx Express Overnight Letter delivery service to: Digital Channel Enablement, Federal Express
Corporation 60 FedEx Parkway, Collierville, Tennessee 38017 USA. Any such
notice will be effective when received by FedEx.
(b)
Any notice required or permitted to be given to You relating
breach, termination or suspension of the Agreement will be given either by
sending (i) via U.S. Postal Service or FedEx delivery service to the name and
address listed in FedEx’s records for Your FedEx account number; or, (ii) via
electronic mail (or its equivalent) to the name and address listed in FedEx’s
records for Your FedEx account number. Such notice will be effective and deemed
received when sent to You.
(c)
Any notice required or permitted to be given to You relating to
the Agreement, FedEx Technology, or FedEx Services, may be given by general
posting to the various FedEx web sites.
Any such notice will be effective and deemed received when posted. In addition, FedEx may elect to provide you
notice via one of the methods set out in subsection 13(b); and, notice provided
via such method will be effective when sent in accordance with subsection
13(b).
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.
FedEx reserves the right to enter into relationships or agreements with
other third parties regarding the subject matter of this EULA.
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. The waiver of any
provision will not constitute a waiver of the same or any other provision in
the future.
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. In addition, except for the parent company, subsidiaries
and affiliates of FedEx, there are no third party beneficiaries to the
Agreement.
Section 18. Export. FedEx
Technology (a) is subject to U.S. law, including export restrictions and
controls imposed by various statutes and regulations, including the Export
Administration Act, the Export Control Reform Act, and the Export Administration
Regulations (“EAR”), and (b) may be
subject to other applicable Trade Control Laws.
By agreeing to this EULA, and accessing or using FedEx Technology, You
represent, warrant and covenant that: (i)
You are in compliance with and will comply with Trade Control Laws regarding
export, re-export, and import of FedEx Technology or any other goods,
information, software, source code, technology, process, product or service
(collectively, “Items and Services”)
received from FedEx; (ii) You will not use, export, or re-export FedEx
Technology or Items and Services received from FedEx in violation of Trade Control Laws; (iii) You are not located
in, headquartered in, or incorporated under the laws of any country or
territory subject to U.S. territorial economic sanctions or anti-terrorism
restrictions under the EAR, including Cuba, Iran, North Korea, Sudan, Syria, or
the Crimea region (collectively “Sanctioned
Countries”); (iv) You are not a person identified on U.S. or other
applicable government restricted party lists, including but not limited to the
Specially Designated Nationals (“SDN”)
List maintained by the U.S. Department of Treasury’s Office of Foreign Assets
Control or the Entity List or Denied Persons List maintained by the U.S.
Department of Commerce’s Bureau of Industry and Security (collectively, “Restricted Parties”), or owned or
controlled by or acting on behalf of, any Restricted Party or any party located
in, headquartered in or incorporated under the laws of any Sanctioned
Countries; (v) FedEx and its independent contractors, as applicable, shall not
be required under this EULA to be directly or indirectly involved in the
receipt from or provision of any FedEx Technology or Items and Services to
Sanctioned Countries or Restricted Parties; (vi) no FedEx Technology or Items
and Services provided by FedEx will be used in the design or development of
nuclear, chemical, or biological weapons or missile technology; and (vii) no
FedEx Technology or Items and Services provided by FedEx will be exported,
reexported or transferred (in country) entirely or in part to a military
end-use, including for incorporation into any military item; for the use,
development or production of military items; for any activity that supports or
contributes to the operation, installation, maintenance, repair, overhaul,
refurbishing, development, or production of military items; or for use by a
military end-user such as the national armed services (army, navy, marine, air
force, or coast guard), the national guard and national police, government
intelligence or reconnaissance organizations, or any person or entity whose
actions or functions are intended to support military end uses in violation of
the EAR as described in the foregoing.
Section 19. Restricted Rights.
Pursuant to 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable, FedEx
Technology and manuals, technical specifications, technical data, documentation
and other similar materials (such materials, “Documentation”) are Commercial Items as defined 48 C.F.R. 2.101 and
are licensed to U. S Government end users only as Commercial Items and only
with the rights granted to all other end users as provided in this EULA. Manufacturer is Federal Express Corporation 30 FedEx Parkway, Collierville, TN 38017.
Section 20. Governing
Language. The parties hereby confirm that they have
agreed that this agreement and all written documents between them be prepared
in the English language only and such language will be the governing language.
Section 21. 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, FedEx Technology or other services available through FedEx
Technology must be instituted by You within one (1) year after the claim or
cause of action has risen or be barred.
Any cause of action brought relating to or arising from the Agreement,
FedEx Technology or other services available through FedEx Technology must be
brought in a court of competent jurisdiction within Shelby County, Tennessee
(USA) and You agree to submit to the jurisdiction of such courts. FedEx will also have the
right to bring claims against You in the courts of Your jurisdiction, where
applicable. THE UNITED NATIONS CONVENTION ON
CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMNT
AND IS HEREBY DISCLAIMED BY BOTH PARTIES.
Section 22. Confidentiality. This Agreement, FedEx Technology and all data, materials and other
information concerning FedEx Technology or available through the Materials are
or contain the confidential and proprietary information of FedEx or its
licensors (“Confidential Information”). Confidential Information does not include
any data, materials or other information made publicly available by FedEx or
its affiliates without restriction on use or disclosure. You will not (a) distribute or disclose any Confidential
Information to a third party without the written consent or instruction of
FedEx except as expressly authorized in Section 2 of this EULA; and (b) use
Confidential Information for any purposes other than those expressly set forth
Sections 2 and 3 of this EULA. You will
make no public announcements regarding the Agreement or the inclusion of any FedEx
Technology into an Application without the prior written consent of FedEx. You
will take all reasonable steps to secure and protect the Confidential
Information from any unauthorized use, access or disclosure. You will take appropriate technical and organizational
measures to ensure a level of security appropriate to the risk of the
processing of any Confidential Information or other data (including
personal information) received from FedEx, taking into account the state
of the art, the costs of implementation and the nature, scope, context and
purposes of processing as well as the risk of varying likelihood and severity
for the rights and freedoms of natural persons.
Section 23. 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. In addition, except for FedEx
Representatives, there are no third party beneficiaries to this Agreement. The
provisions of Sections 1(b), 4, 5, 6, 7, 8, 9, 10 11, and 12 and Key
Definitions of this EULA survive the termination of the Agreement. The
headings are provided for convenience only and are not intended to affect the
construction or interpretation of the Agreement. All words used in the
Agreement are to be construed to be of such gender or number as the
circumstances require. In this EULA, the words “including,” “includes” or
“include” are to be read as listing non-exclusive examples of the matters
referred to, whether or not words such as “without limitation” or “but not
limited to” are used in each instance. Where the Agreement states that a party
“will”, “shall” or “must” perform in some manner or otherwise act or omit to
act, it means that the party is legally obligated to do so in accordance with
the Agreement. The words “date hereof” refer to the date of this EULA. The word “extent” in the phrase “to the
extent” means the degree to which a subject or other thing extends, and such
phrase will not mean simply “if.” The term “or” will not be deemed to be
exclusive. All terms defined in the Agreement will have the defined meanings
when used in any certificate or other document made or delivered pursuant
hereto unless otherwise defined therein. Any reference to a statute is deemed
also to refer to any amendments or successor legislation as in effect at the
relevant time. Any reference to a
contract or other document as of a given date means the contract or other
document as amended, supplemented and modified from time to time through such
date.
