UPS Capital Group Technology Agreement

Last Updated as of 10/14/2019

 

Welcome to UPS Capital Group online services. UPS Capital Corporation (“UPS Capital”) is a subsidiary of United Parcel Service, Inc. Subject to the terms and conditions in this UPS Capital Technology Agreement (this “Agreement”), UPS Capital, on behalf of itself and its affiliates, including Parcel Pro, Inc. (“UPS Capital Group”, “we”, “us” or “our”) provides you with those certain Web Services and API Technologies set forth in Exhibit A (the Web Services and API Technologies, cumulatively, the “Online Services”) to enable you to interact with certain of our insurance and financial products and services, including our Services known as Digital House Policy and the electronic insurance claim filing system known as UPS Capital Online (“Services”).

PLEASE CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT. By creating an online account with us and using the Online Services, you confirm that you have read, fully understand and agree to be bound by the terms and conditions of this Agreement with us. From time to time, we may modify the terms and conditions of this Agreement. For example, we may update the terms and conditions of the Agreement to reflect changes to applicable law or changes to our Services. We will post notice of changes of the terms and conditions of this Agreement at upscapital.com. Changes will not apply retrospectively, and they will become effective no sooner than fourteen (14) days after they are posted at upscapital.com, unless such changes relate to new features or functionality on the Online Services or changes made for legal reasons, in which case, such changes will be effective immediately upon posting. If you do not agree to the modified terms and conditions of this Agreement, you must discontinue your use of the Online Services. You can continue to use our Services without using the Online Services.

You represent and warrant to us that you can form legally binding contracts under applicable law on behalf of a business indicated on your account, and that the business accepts the terms and conditions of this Agreement. If, at any time, you are no longer authorized to form such contracts on behalf of the business, you agree to notify us. The effectiveness of this Agreement is conditioned on your business being headquartered and established in the United States.

Section 1. Service Terms. The Online Services are available in connection with the Services to you under the applicable agreements and/or policies (collectively, the “Policy”) previously agreed to by you and us. You acknowledge the Policy applies to any Services we perform regardless of whether you use the Online Services to administer the Services. For example, dispute resolution provisions contained in the Policy govern how a dispute between you and us will be addressed as regards to the provision of the Services. In the event the terms and conditions of this Agreement conflict with the Policy, the Policy will control.

Section 2. Access to and Use of the Online Services.

2.1 Access and Use of the Web Services. Subject to the terms and conditions of this Agreement, you may access and use the Web Services during the Term for your internal purposes to order or manage delivery of the Services.

2.2 Access and Use of the API Technologies. If you receive technical documentation from us with instructions, including any sample computer software code, for creating interfaces to access the API Technologies and any updates thereto (the “API Technical Documentation”) and the required security elements such as a login ID and password, a token, or other credentials, you are during the Term licensed to use the API Technical Documentation and you may access and use the API Technologies to develop software or a website (each an “Application”) and may access and use such API Technologies through an Application only for your internal business purposes to order and manage delivery of the Services. For clarity, the license of this paragraph does not provide for the right to authorize or allow (x) third parties to use the Application or for your use of the Application for the benefit of a third party or (y) you to distribute the Application to a third party. You may access any of the API Technologies from any country or territory not subject to embargo or sanctions by the United States Department of the Treasury’s Office of Foreign Assets Control and/or other government authorities and banking organizations (“Restricted Territory”). However, you acknowledge and agree that API Technologies will not return an intended result for every country or territory. You may refer to the applicable API Technical Documentation to determine for which country or territory each API Technology will return an intended result. Except as provided in Section 5 (Support Services), you shall provide all maintenance and support for your Application.

Upon written request, you shall provide to us, at our election, 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 compliance with the terms of this Agreement, including without limitation, API Technical Documentation. We may suspend access to the API Technologies without notice if we reasonably believe an Application is in violation of this Agreement.

When using the API Technologies, you will not sublicense access to an API Technology for use by a third party. Consequently, you will not create an Application that functions substantially the same as the API Technologies and offer it for use by third parties, or use the API Technologies to process or store any data that is subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State.

You may (1) host an Application at your facilities in any country or territory that is not in the Restricted Territory or (2) contract with a third-party service provider to host the Application at a facility of such third-party service provider in any country or territory that is not in the Restricted Territory, solely for your benefit.

We may set and enforce limits on your use of the API Technologies (e.g., limiting the number of requests that you may make), in our sole discretion. You agree to, and will not attempt to circumvent, such limitations documented with each API Technology. If you would like to use any API Technologies beyond these limits, you must obtain our express consent (and we may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use).

Your Application will not include, use, or present any comparison of a rate for the Services with the services, service levels, or rates for services of any third party that is not an affiliate of UPS Capital Group, including comparisons within the same screen display, window, or browser, and automatic rules-based comparisons.

2.3 Online Services.

2.3.1 Use of Information. You may use information made available to you through the Online Services (“Information”), including information related to the Services, only for your internal business purposes in connection with receiving the Services. For example, you may create a shipment, track your shipment, submit a claim, retrieve claim status, or find invoice details. You may only disclose Information to your affiliates, agents and contractors. If you do, it is your responsibility to ensure the recipients use the Information in accordance with this Agreement and the Policy. You are not authorized to (a) disclose or use any Information to support any businesses directed to offering insurance and/or financial services, or (b) derive or develop information competitive to the UPS Capital Group using, or derive or develop products or services that use, the Information (e.g., rates and coverage comparison functionality).

2.3.2 Create a Shipment. Certain Online Services allow you to manifest a shipment to your designated shipping carriers. You are responsible for providing all information required by applicable law and the applicable shipping carrier to complete the shipment manifest. You agree that you will be charged, either at an applicable UPS Capital account or a credit card you provide, for each completed request for a shipment through the Online Services, whether or not a label is subsequently printed or attached to a package that is tendered to the designated carrier. If the information you provide about a shipment using the Online Services is incomplete or inaccurate in any way, we may, but are not obligated to, complete or correct such information on your behalf and adjust the charges consistent with the Policy. You agree to pay all insurance service fees, transportation charges, financial service fees, duties, taxes, surcharges, governmental penalties and fines, storage charges, customs charges, charges incurred as a result of your failure or that of the consignee to provide proper documentation or to obtain a required license or permit, charges that are pre-paid by us, our legal costs, and any other expenses that are assessed or incurred in connection with your shipment created using the Online Services (collectively, “Additional Charges”). If a payment for your shipment is made by use of a credit card, you expressly authorize us to assess and obtain any charges related to such shipment, including without limitation the Additional Charges, by use of the same credit card. Your payment will be processed consistent with the Policy.

2.3.3 Submit a Claim. You may submit a claim under the Policy for loss of or damage to your shipments together with documentation such as images of damage and invoices and receipts to support the occurrence and value of any such loss or damage (“Claims Documentation”). By submitting Claims Documentation through the Online Services to support a claim of loss or damage: (a) you grant us the limited permission to process and store this Claims Documentation for claim processing and related purposes, (b) you acknowledge that we may use or not use the Claims Documentation at our discretion in processing a claim, and (c) you grant us the right to retain, aggregate, manipulate, and use any and all data collected during the Claims process for the purpose of providing insurance and financial products and services.

2.3.4 Retrieve a Digital Invoice. You may obtain invoices for Services using the Online Services (“Digital Invoice”). Your request to receive invoices in electronic form (or, where effective, your payment of an invoice received in electronic form) constitutes your agreement to receive invoices in electronic form, except in countries and territories where another form of consent is required by law. You may request to receive your invoices in a paper format. You acknowledge and agree that, in the event that you receive both the Digital Invoice and paper invoice versions from us, the official, controlling invoice shall be the paper invoice version, and any Digital Invoice you receive is provided solely for your convenience. You agree to remit payment for all invoices generated by the Digital Invoice in accordance with the Policy. You further agree that if the Digital Invoice results in the generation of an invoice that does not reflect accurate charges, we will bill you for, and you agree to pay us within thirty (30) days of the billing date, any additional amount applicable to the transaction.

2.3.5 Upload Bulk Data. You may use the Online Services to upload your insured shipment data (“Insured Shipment Data”). You agree that you may only upload Insured Shipment Data through the Online Services if you (1) first obtain an approval from us, (2) receive access credentials, and (3) confirm that all Insured Shipment Data conform to the format specifications and restrictions provided to you by us. Final acceptance of such Insured Shipment Data is subject to our review and governed by the Policy.

2.3.6 Third-Party Resources. The Online Services contain links to third-party websites and use resources provided by third parties (“Third-Party Resources”). Access to these Third-Party Resources is provided solely as a convenience to you and not as an endorsement by us. UPS Capital Group makes no representations or warranties regarding the correctness, accuracy, performance, or quality of any content, software, service, or application found at any Third-Party Resources. If you decide to access Third-Party Resources, you do so at your own risk. We are not responsible for the availability of the Third-Party Resources. Your use of Third- Party Resources is subject to any applicable policies and terms and conditions of use.

2.3.7 Modifications. We may update, alter, modify or supplement any or all the Online Services at any time.

Section 3. Ownership
3.1. General. This Agreement neither: (x) gives you ownership rights in the Information, or Online Services, including any intellectual property rights therein; nor (y) grants you the right to use any branding, logos, trademarks or other service marks of the UPS Capital Group. All rights not expressly granted to you in this Agreement are reserved and retained by us or our licensors, suppliers, or other service providers.

3.2. Application. Notwithstanding Section 3.1, you shall own all right, title and interest in and to the Application other than to the extent incorporating API Technical Documentation, any of our branding, logos, or trademarks and service marks, Information or any other intellectual property of ours.

Section 4. Confidentiality. We consider the access credentials to Online Services, Information and API Technical Documentation as confidential information. Unless this Agreement or the Policy provides for different rights, you must not use, disclose or permit any person access to any of our confidential information during the Term and for a period of five (5) years after the Policy expires. You acknowledge that: (a) we may not have adequate remedy at law if you do not meet your confidentiality obligations; (b) we may suffer irreparable harm; and (c) we will be entitled to seek equitable relief. You must protect our confidential information with no less diligence than you protect your own confidential information, and in no event less than reasonable care. If disclosure of our confidential information is required under provisions of any law or court order, you must notify us well in advance of such disclosure so we will have a reasonable opportunity to object to such disclosure.

Section 5. Support Services. From time to time, we may, in response to your request, provide technical support to help you use the Online Services (“Support Services”). You hereby authorize UPS Capital Group and its authorized agents (the “Support Providers”) to provide Support Services remotely via the Internet or other means. During such remote sessions, the Support Providers may assist you in making modifications to your computer systems. By requesting and receiving the Support Services, you further authorize us and Support Providers to manipulate and modify your computer systems, applications, files and data as reasonably necessary to provide you with Support Services. You acknowledge and agree that any Support Services will be provided at our discretion, and that nothing in this Agreement shall be interpreted to obligate us or the Support Provider to provide any Support Services. You acknowledge and agree that you may disclose, or that we or the Support Providers may observe, your information and data during the provision of Support Services, and that such information and data shall be deemed non-confidential and thus not covered by Section 4 (Confidentiality) of this Agreement. In addition, you acknowledge that the remote communications sessions to provide the Support Services may be implemented through the Internet, which is inherently insecure, and you agree that neither we nor any of the Support Providers shall be liable for any failure, including, without limitation, security breaches, occurring on the Internet. You agree to take the foregoing into account when requesting Support Services.

Section 6. Your Account. To access the Online Services, you will need your own Online Services account credentials, such as an associated account ID and password. You may only use your assigned account to access the Online Services, and you may not access the Online Services using an account assigned to any other person. You are responsible for maintaining the confidentiality of your account ID and password and for restricting access to your account, and you agree to accept responsibility for all activities that occur under your account ID and password. If you learn of any unauthorized use of your account, you will notify us. YOU SHALL, AT YOUR SOLE COST AND EXPENSE, INDEMNIFY AND HOLD HARMLESS UPS CAPITAL GROUP AND ITS AFFILIATES AND THEIR DIRECTORS, OFFICERS, EMPLOYEES AND REPRESENTATIVES (“UPS CAPITAL INDEMNITEES”) FOR ANY AND ALL DAMAGES INCURRED OR SUFFERED BY THE UPS CAPITAL INDEMNITEES ARISING OUT OF OR IN CONNECTION WITH ANY USE OF OR ACCESS TO THE ONLINE SERVICES AND INFORMATION BY ANY PERSON THAT GAINS SUCH ACCESS THROUGH USE OF YOUR ACCOUNT, REGARDLESS OF WHETHER SUCH USE WAS AUTHORIZED BY YOU.

Section 7. Your Information. The Online Services include features and functionality that allow you to upload, submit, or store information. You represent and warrant that: (a) you have the right to provide any information you provide to us through the Online Services, and (b) any information you provide to us through the Online Services is true, accurate, complete and current information. You acknowledge and agree that we may, but will not be required to, investigate or question the validity or accuracy of any information you provide to us.

You agree not to associate, input or upload to the Online Services any virus, Trojan horse, worm, time bomb or other computer programming routines that: (x) are intended to damage, interfere with, intercept or expropriate our property; or (y) infringe the intellectual property rights of any third party.

You retain ownership of any intellectual property rights you may have in information you provide to use through the Online Services. When you upload, submit, or store information on the Online Services, we will use this information to provide the Services in accordance with this Agreement and the Policy.

You acknowledge that UPS Capital Group processes personal data as described in the UPS Capital Privacy Notice published at <https://upscapital.com>. You represent and warrant to us : (1) you have collected the personal information lawfully, and have the right and authority to provide the personal information to us for uses permitted under this Agreement or the Policy; (2) you have notified each individual identified by the personal information, as required by applicable law, that we will be processing the personal information in accordance with the UPS Capital Privacy Notice published at <https://upscapital.com>; and (3) you have obtained informed and specific consent from any package addressee or recipient, as required by law, that we may send e-mail and other notifications related to the Services.

You agree to receive non-marketing telephone calls and text messages relating to the Services (including, without limitation, collections calls and text messages) from or on behalf of us at any wireless telephone number provided by you for your account. You understand and agree that such calls or text messages may be prerecorded and/or delivered through the use of an automatic telephone dialing system, and that your wireless carrier’s message and data rates may apply to your receipt of such calls and text messages at a cellular telephone number. You control and have the right to request calls and text messages be made to the telephone number and will promptly update any such number as necessary to keep it true, accurate, current, and complete.

Section 8. Disclaimer of Warranties. We strive for the Online Services to provide helpful features and functionality to better support your experience with our Services, but we do not make promises about the Online Services. THE ONLINE SERVICES, INCLUDING ITS FEATURES, FUNCTIONALITY, INFORMATION, OTHER CONTENT, AND SUPPORT SERVICES, ARE PROVIDED “AS IS WITH ALL FAULTS” AND IN THEIR 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, COURSE OF DEALING OR USAGE FOR ACCESS TO AND USE OF THE ONLINE SERVICES, INCLUDING ITS FEATURES, FUNCTIONALITY, INFORMATION, OTHER CONTENT AND SUPPORT SERVICES, IS GIVEN OR ASSUMED BY US, AND ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE ONLINE SERVICES, INCLUDING SUPPORT SERVICES, OR TO OUR SYSTEMS, AND ACCESS TO THE ONLINE SERVICES OR OUR SYSTEMS MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. WE ARE NOT LIABLE FOR ANY DAMAGES OF ANY TYPE CAUSED BY SUCH INTERFERENCE. THE ONLINE SERVICES, INCLUDING SUPPORT SERVICES, PROVIDED UNDER THIS AGREEMENT AND ALL ASSOCIATED ADVICE, DIAGNOSES AND RESULTS, ARE PROVIDED FOR YOUR CONVENIENCE, AND YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE FOR ANY ERROR, OMISSION, DEFAULT, DEFICIENCY, OR NONCONFORMITY IN THE ONLINE SERVICES, INCLUDING SUPPORT SERVICES.

Section 9. Limitation of Liability. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, MULTIPLE, INCIDENTAL, OR SPECIAL DAMAGES, LOST PROFITS, LOSS OF DATA OR DATA USE, LOST SAVINGS, OR COSTS OF PROCURING SUBSTITUTE GOODS ARISING OUT OF YOUR USE OF THE ONLINE SERVICES, INCLUDING ITS FEATURES, FUNCTIONALITY, INFORMATION, OTHER CONTENT, OR SUPPORT SERVICES, DUE TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), DELICT, OR USE OF THE ONLINE SERVICES, INCLUDING SUPPORT SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. IN NO EVENT SHALL OUR LIABILITY FOR ANY DAMAGES (DIRECT OR OTHERWISE), PENALTIES OR LOSS RELATED TO OR ARISING FROM ACCESS AND USE OF THE ONLINE SERVICES, INCLUDING ITS FEATURES, FUNCTIONALITY, INFORMATION, OTHER CONTENT OR SUPPORT SERVICES, REGARDLESS OF THE FORM OF ACTION OR CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), DELICT OR OTHERWISE OF ANY TYPE, EXCEED, IN THE AGGREGATE, ONE THOUSAND UNITED STATES DOLLARS (USD $1,000), ANY CLAIM FOR DAMAGES IN EXCESS THEREOF BEING HEREBY WAIVED BY YOU. CLAIMS NOT MADE WITHIN SIX (6) MONTHS AFTER THE FIRST EVENT GIVING RISE TO A CLAIM SHALL BE DEEMED WAIVED. ANY CLAIMS RELATED TO THE SERVICES WILL BE ADDRESSED UNDER THE POLICY.

Section 10. Suspension; Term and Termination. We may suspend your access to and use of any part of the Online Services as necessary in our sole discretion. For example, we may suspend your access to the Online Services to: (a) perform maintenance and support; (b) prevent unauthorized access to or use of the Online Services, or (c) comply with a law, regulation, rule or any ruling of a court or other body of competent jurisdiction.

This Agreement becomes effective when you indicate your agreement at the time of registration and/or login by selecting a checkbox and will remain in full force and effect for so long as you have a valid Policy with us, unless earlier terminated as described below (the “Term”). You can terminate this Agreement by stopping use of the Online Services at any time. We may terminate this Agreement for convenience at any time by either posting the announcement on the Online Services or providing a written notice to you.

When this Agreement is terminated, you must immediately stop all access to and use of the Online Services. Sections 1, 3, 4, 6 (last sentence only), 8, 9, 10 (third paragraph only), 11(b)-(f) and such other terms that by their nature should survive termination of this Agreement will survive the termination of this Agreement for any reason.

Section 11. Miscellaneous.

(a) Export Control. You may not use the Online Services if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using the Online Services. You must comply with all U.S. or other export and re-export restrictions that may apply to the Services available through the Online Services.

(b) Assignment. You cannot assign any of your rights or delegate any of your duties without our prior written consent. Any such assignment or delegation without our prior written consent will be void. We may assign, delegate or transfer all or any part of this Agreement to our affiliates without your approval.

(c) Waiver and Severability of Provisions. No waiver of any provision of this Agreement will be effective without a written waiver for the specific purpose and scope. If any part of this Agreement is deemed invalid or unenforceable, the rest of this Agreement will remain valid and enforceable.

(d) Governing Law; Dispute Resolution. The governing law and dispute resolution terms included in the Policy will also apply to any disputes arising out of or relating to the use of the Online Services and such terms are incorporated herein.

(e) Notice. You can contact us by sending an email at: [capitalus@ups.com] for your questions or comments regarding the use of the Online Services. For any legal notices, both you and we will use a notice protocol included in the Policy.

(f) Entire Agreement. This Agreement and the Policy constitute the entire understanding and agreement between you and us with respect to your access to and use of the Online Services.

 

EXHIBIT A

ONLINE SERVICES


Web Services

UPS Capital Corporation

  • upscapital.com
  • UPS Capital Online Claims Portal
  • Digital House Policy Ordering
  • Batch File Program (FTP)
  • Digital File Transfer (of Data)

Parcel Pro, Inc.

  • ParcelPro.com
  • Online Parcel Pro Ship

API Technologies

UPS Capital Corporation

  1. Transactional Cargo API
  2. DX Digital Enablement APIs
  • Insurance API
  • Claims API
  • Invoice API
  • Project Remittance API
  • Get Commodity All API
  • Parcel Pro Inc.
  • Parcel Pro APIs

Parcel Pro Inc.

  • Parcel Pro APIs