Effective Date: 12 February 2019
UPS Capital Technology Agreement Terms and Conditions of Use
Welcome to UPS Capital Online. UPS Capital Corporation (“UPS Capital”) is a subsidiary of United Parcel Service, Inc. Subject to the terms and conditions in these UPS Capital Technology Agreement Terms and Conditions of Use (the “Terms”), UPS Capital and its affiliates (“we”, “us” or “ours”) provide you with features and functionality on UPS Capital Online in connection with our provision of insurance and financial products and services (“Services”) to you.
PLEASE READ THESE TERMS CAREFULLY. By creating an account with us and using UPS Capital Online, you confirm that you have read, fully understand and agree to these Terms. We may modify these Terms that apply to your use of features or functionality on UPS Capital Online from time to time. For example, changes may become necessary to reflect changes to the law or changes to our Services. We will post notice of changes to these Terms. Changes will not apply retrospectively, and they will become effective no sooner than fourteen (14) days after they are posted on UPS Capital Online, unless such changes relate to new features or functionality on UPS Capital Online 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, you must discontinue your use of UPS Capital Online. You can continue to use our Services without using UPS Capital Online.
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 these Terms. If, at any time, you are no longer authorized to form such contracts on behalf of the business, you agree to notify us.
Section 1. Service Terms. UPS Capital Online is available in connection with our Services to you under the applicable agreements and/or policies (collectively, the “Policy”) previously entered between you and us. You acknowledge the Policy applies to any Services we perform regardless of whether you use UPS Capital Online for the Services. For example, dispute resolution provisions contained in the Policy govern how a dispute between you and us will be addressed. In the event these Terms conflict with the Policy, the Policy will control.
Section 2. Access to and Use of UPS Capital Online. Subject to these Terms, you may access and use UPS Capital Online during the Term to receive the Services.
You may use information (“Information”) available on UPS Capital Online, including information provided by the Services, only for your internal business purposes in connection with receiving the Services. For example, you may retrieve claim status, find invoice details, or download technical documentation for UPS Capital APIs. 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 these Terms and the Policy. As examples of the previous restriction, you must not: (a) disclose or use any Information to support any businesses directed to offering insurance and/or financial services, or (b) derive or develop competitive information using, or derive or develop products or services that use, the Information (e.g., rates and coverage comparison functionality).
These Terms neither: (x) give you ownership of any intellectual property rights in any information, technology or services; nor (y) grant you the right to use any branding, logos, or other service marks. All rights not expressly granted to you in these Terms are reserved and retained by us or our licensors, suppliers, or other service providers.
We may update, alter, modify or supplement any or all of UPS Capital Online at any time.
Section 3. Confidentiality. We consider UPS Capital Online access credentials and Information as confidential information. Unless these Terms or the Policy says you can do so, you must not use, disclose or permit any person access to any Information 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 the Information with no less diligence than you protect your own confidential information. If disclosure of 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 4. Your Account. To access UPS Capital Online, you will need your own UPS Capital Online account credentials, such as an associated account ID and password. You may only use your assigned account to access UPS Capital Online, and you may not access UPS Capital Online 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, 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 UPS CAPITAL ONLINE AND INFORMATION BY ANY PERSON THAT GAINS SUCH ACCESS THROUGH USE OF YOUR ACCOUNT, REGARDLESS OF WHETHER SUCH USE WAS AUTHORIZED BY YOU.
Section 5. Your Information. UPS Capital Online includes 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 UPS Capital Online, and (b) any information you provide to us through UPS Capital Online 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 UPS Capital Online 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 UPS Capital Online. When you upload, submit, or store information on UPS Capital Online, we will use this information to provide the Services and in accordance with these Terms and the Policy. For personal information processed in connection with our Services, you represent and warrant to us that you have collected the personal information lawfully and have the right and authority to provide the personal information to us with individuals’ consent, as needed, for any uses consistent with the UPS Capital Privacy Notice, which describes our privacy and data protection practices.
Section 6. Disclaimer of Warranties. We strive for UPS Capital Online to provide helpful features and functionality to better support your experience with our Services, but we do not make certain promises about UPS Capital Online. WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO UPS CAPITAL ONLINE, AND ACCESS TO UPS CAPITAL ONLINE MAY BE INTERFERED WITH BY NUMEROUS FACTORS. WE ARE NOT LIABLE FOR ANY DAMAGES OF ANY TYPE CAUSED BY SUCH INTERFERENCE. UPS CAPITAL ONLINE, INCLUDING ITS FEATURES, FUNCTIONALITY AND CONTENT, 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, COURSE OF DEALING OR USAGE FOR ACCESS TO AND USE OF UPS CAPITAL ONLINE, INCLUDING ITS FEATURES, FUNCTIONALITY AND CONTENT, 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.
Section 7. 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 UPS CAPITAL ONLINE DUE TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), DELICT, OR USE OF UPS CAPITAL ONLINE, EVEN IF THE UPS CAPITAL PARTIES 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 UPS CAPITAL ONLINE OR INFORMATION, 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.
Section 8. Suspension; Term and Termination. We may suspend your access to and use of any part of UPS Capital Online as necessary in our sole discretion. For example, we may suspend your access to UPS Capital Online to: (a) perform maintenance and support; (b) prevent unauthorized access to or use of UPS Capital Online, or (c) comply with a law, regulation, rule or any ruling of a court or other body of competent jurisdiction.
These Terms become 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 these Terms by stop using UPS Capital Online at any time. We may terminate these Terms for convenience at any time by either posting the announcement on UPS Capital Online or providing a written notice to you.
When these Terms are terminated, you must immediately stop all access to and use of UPS Capital Online. Sections 1, 2 (third paragraph), 3, 4 (last sentence), 5 (third paragraphs), 6, 7, 8 (third paragraph), 9(c)-(f) and such other terms that by their nature should survive termination of these Terms will survive the termination of these Terms for any reason.
Section 9. Miscellaneous.
(a) Export Control. You may not use UPS Capital Online 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 UPS Capital Online. You must comply with all U.S. or other export and re-export restrictions that may apply to the Services available through UPS Capital Online.
(b) Assignment. You cannot assign any of your rights or delegate any of your duties without our prior written consent. We may assign, delegate or transfer all or any part of these Terms to our affiliates without your approval.
(c) Waiver and Severability of Provisions. No waiver of any provision of these Terms will be effective without a written waiver for the specific purpose and scope. If any part of these Terms turns out to be invalid or unenforceable, the rest of these Terms will be still 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 UPS Capital Online.
(e) Notice. You can contact us by sending an email at: capitalus@ups.com for your questions or comments regarding the use of UPS Capital Online. For any legal notices, both you and we will use a notice protocol included in the Policy.
(f) Entire Agreement. These Terms and the Policy constitute the entire understanding and agreement between you and us with respect to your access to and use of UPS Capital Online.
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