UPS Shopping Companion TM Agreement

Transcription

1 UPS Shopping Companion TM Agreement Each User s use of and access to the UPS Shopping Companion, which is comprised of the UPS Shopping Companion software provided by UPS to the User (the Software ); the UPS Shopping Companion service hosted on UPS computer systems (the Service ); and associated content including any information, text, graphics, photos or other materials uploaded, downloaded or appearing on the UPS Shopping Companion, but expressly excluding User s content (the Content ) (the Software, the Service, and the Content collectively the UPS Shopping Companion ), is governed by the terms of this agreement (the Terms ), which form a legal agreement between User and UPS (the Agreement ). If User is accepting these Terms and downloading the Software on behalf of a company, organization, government, or other legal entity, User represents and warrants that User is authorized to do so. User may use the UPS Shopping Companion only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. LICENSE GRANT Subject to the Terms, UPS grants to User a limited, nonexclusive, royalty-free license to use the UPS Shopping Companion in the United States of America according to these Terms. MODIFICATION UPS reserves the right to change the Terms from time to time; such changes may be announced on the UPS website or via or become a part of the UPS Technology Agreement (the UTA ), the agreement User is subject to when using UPS technologies accessed through use of User s My UPS ID and password. UPS reserves the right to implement new features or otherwise update the UPS Shopping Companion; any new features or updates to the UPS Shopping Companion shall be subject to the Terms or the UTA, if incorporated therein. Continued use of the UPS Shopping Companion will constitute User s consent to such changes. INTELLECTUAL PROPERTY User agrees and acknowledges that UPS owns all legal right, title and interest in and to the UPS Shopping Companion. User agrees that the rights in the UPS Shopping Companion, including all intellectual property rights such as trademarks, trade names, and service marks (collectively the Brand ); patents and industrial designs; and copyrights, may be protected by one or more of copyright, trademark, patent, trade secret and other laws, regulations and treaties, in addition to this Agreement. User agrees not to modify, create derivative works of, decompile, or otherwise attempt to extract source code from the Software. User expressly agrees not to use the Brand other than in the unmodified Software as intended by UPS.

2 USE User may not: (i) access, tamper with, or use non-public areas of the UPS Shopping Companion or UPS s computer systems; (ii) probe, scan, or test the vulnerability of the UPS computer system or breach or circumvent any security or authorization measures of the UPS computer systems; or (iii) in any way use the UPS Shopping Companion to send altered, deceptive or false source-identifying information. TERMINATION This Agreement shall remain in full force and effect while User uses the UPS Shopping Companion. User may terminate this Agreement by ceasing all use of and uninstalling the Software. UPS may terminate use of the UPS Shopping Companion upon written notice to User, which may be to the address provided in User s My UPS profile. UPS may also terminate or suspend access to or provision of the UPS Shopping Companion immediately, without prior notice or liability at any time for any reason. Upon termination, this Agreement and User s rights in the Software under this Agreement shall also terminate. UPS SHOPPING COMPANION SERVICE The Service is hosted by UPS, UPS affiliates or vendors of UPS or UPS affiliates. The Service is hosted on computer systems in the United States of America and is scheduled to be available twenty-four (24) hours a day, seven (7) days a week (other than when unavailable for maintenance); however, UPS does not guarantee the availability of the Service, or that access will be uninterrupted or error-free. UPS reserves the right to interrupt, limit, or suspend the Service from time to time for purposes of maintenance, upgrades and similar reasons. User agrees that neither UPS nor UPS affiliates shall be held responsible or liable for any damages arising from any interruption, suspension or termination of the Service, regardless of the cause. DISCLAIMER OF WARRANTY THE UPS SHOPPING COMPANION IS PROVIDED "AS IS WITH ALL FAULTS" AND IN ITS PRESENT STATE AND CONDITION. NO WARRANTY, REPRESENTATION, GUARANTEE, CONDITION, UNDERTAKING OR TERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO THE CONDITION, QUALITY, DURABILITY, ACCURACY, COMPLETENESS, PERFORMANCE, NON- INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, QUIET ENJOYMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR USE OF THE UPS SHOPPING COMPANION IS GIVEN OR ASSUMED BY UPS AND ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, AS ARE ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE. UPS DOES NOT WARRANT THAT DEFECTS IN THE UPS SHOPPING 2

3 COMPANION WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY UPS OR ANY UPS REPRESENTATIVE SHALL CREATE A WARRANTY. UPS DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE SERVICE AND ACCESS TO THE SERVICE 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. SYSTEM ACCOUNTS The Service requires User to use a pre-existing or establish a My UPS account (the System Account ). User shall only use User s assigned System Account when accessing the Service. User is not permitted to access the Service using the System Account assigned to any other person. User may not disclose User s System Account login ID and password to any other person. USER SHALL BE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR AND INDEMNIFY UPS FOR DAMAGES RELATED TO ANY USE OF OR ACCESS TO THE SERVICE BY ANY PERSON THAT GAINS ACCESS THROUGH USE OF USER S SYSTEM ACCOUNT, INCLUDING WITHOUT LIMITATION, ANY DIRECT OR INDIRECT USE OR ACCESS, WHETHER OR NOT AUTHORIZED BY USER. INTERNET RELIANCE User acknowledges the UPS Shopping Companion provides functionality utilizing the Internet that is not under the control of UPS. Accordingly, User agrees that UPS shall not be responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused by (x) User s improper or incorrect use of the Internet; (y) User s reliance on any content, goods or services available through the Internet; or (z) User s inability to access the Service or the Internet or any of its Web sites. User also acknowledges that its use of the UPS Shopping Companion may incur third party telecommunication or other connection charges for which User is solely responsible. No party will be responsible for any damages or other liability resulting from a party s inability to receive or transmit to the Service information or other data related to tendered shipments if caused by any reason beyond the reasonable control of any party, including without limitation, any occurrence of any act of God, strike, industrial disturbance, act of terrorism, fire, electrical failure, major computer hardware or software failure, equipment delivery delay or act of a third party. AUTOMATED ACCESS Without limitation, any access to the Service by automated inquiry devices, robots, or repetitive data gathering and extraction tools, routines, scripts or other mechanisms with similar functionality is expressly prohibited. 3

4 VIRUSES User agrees not to associate, input or upload to the Service any virus, Trojan horse, worm, time bomb or other computer programming routines (i) that are intended to damage, interfere with, intercept or expropriate the Service or (ii) that infringe the intellectual property rights of another. LIABILITY IN NO EVENT SHALL UPS OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM USER S ACCESS TO OR INABILITY TO ACCESS OR USE THE UPS SHOPPING COMPANION. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF UPS EXCEED $ THE ABOVE EXCLUSIONS OR LIMITATIONS OF LIABILITY DO NOT APPLY WHERE BARRED BY LAW. INDEMNIFICATION User will indemnify and hold harmless UPS, its parents, subsidiaries, affiliates, officers, and employees (including costs and attorneys fees) from any claim or demand made by any third party due to or arising out of User s use of the UPS Shopping Companion. PRIVACY Any information received by UPS through User s use of the UPS Shopping Companion will be stored, processed, and disclosed as set forth in the UPS Privacy Notice. MISCELLANEOUS The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflict of laws provisions thereof. THE EXCLUSIVE JURISDICTION FOR ANY ACTION RELATING TO THIS AGREEMENT (WHETHER FOR BREACH OF CONTRACT, TORT OR OTHERWISE) SHALL BE A FEDERAL OR STATE COURT IN ATLANTA, GEORGIA, AND THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND IRREVOCABLY WAIVE AND 4

5 SHALL NOT ASSERT ANY DEFENSES BASED ON LACK OF IN PERSONAM JURISDICTION, IMPROPER VENUE OR INCONVENIENT FORUM. No agency, partnership, joint venture, or employment is created as a result of this Agreement and User does not have any authority of any kind to bind UPS in any respect whatsoever. 5