UPS CUSTOMER SOLUTIONS CLIENT AGREEMENTUPSPSICAF06 – 013024
This UPS Customer Solutions Client Agreement (the “Client Agreement”) is entered by and between the customer identifiedbelow (“Client”) and either (i) United Parcel Service, Inc., an Ohio corporation or (ii) the entity identified on the Jurisdiction-SpecificTerms Appendix attached to and incorporated within the General Terms for the applicable Jurisdiction of Client Establishment (“UPSCustomer Solutions”), and is effective as of the date last signed by UPS Customer Solutions or Client below (the “Effective Date”).
As used in this Client Agreement, “UPS-CS Solution” means one of the Products or Services offered by UPS Customer Solutions andidentified on the Permitted Territory List (as defined below).
Client:Jurisdiction of Client Establishment (e.g., U.S.A, Canada, etc.):
Client Notice Address:
Attn:

Client Billing Address:
Attn:

UPS Customer Solutions Notice Address:
UPS Customer Solutions
Attn: Global Contracts
55 Glenlake Parkway, NE
Atlanta, GA 30326

with a copy to:United Parcel Service, Inc. (Ohio)
Attn: Legal Department – UPS Customer Solutions
55 Glenlake Parkway, NE
Atlanta, GA 30328
or the address identified by UPS Customer
Solutions forthe entity identified on theJurisdiction-Specific Terms Appendix
1.
The Agreement. The Client Agreement consists of (a) this two-page Client Agreement including signature page (the “SignaturePages”); (b) the then current General Terms and Conditions, including without limitation the Jurisdiction-Specific Terms Appendix
attached thereto and incorporated therein (available at, https://www.ups.com/assets/resources/webcontent/en_US/general-terms-andconditions.pdf version at execution UPSPSIGTC06-011024) (the “General Terms”); (c) all then current applicable UPS-CS Solutions
specific terms and conditions indicated in the table on this Signature Page attached hereto, each of which is available at the identified
website address and incorporated herein by reference, including without limitation the Jurisdiction-Specific Terms Appendix attachedto each and incorporated therein (each individually or collectively, as applicable, the “Applicable Terms”); (d) each executed OrderForm (each, an “Order Form”); (e) the Permitted Territory list for UPS-CS Solutions available athttps://www.ups.com/assets/resources/webcontent/en_US/customer-solutions-permitted-territory.pdf (the “Permitted Territory List”,
as it may be updated by UPS Customer Solutions from time to time, which is incorporated herein by reference; and (f) all appendices,
schedules, exhibits, and addenda to the foregoing, which are incorporated by reference into this Client Agreement. Unless a provision is
specifically identified as superseding another provision in the foregoing, in the event that there is a conflict between the foregoing
components of the Client Agreement, such components shall govern in the following order of increasing precedence: first, the General
Terms and Conditions and all appendices, schedules, exhibits, and addenda thereto; second, the Applicable Terms and all appendices,schedules, exhibits, and addenda thereto; third, the Signature Page and all appendices, schedules, exhibits, and addenda thereto; andfourth, each Order Form, in ascending chronological order, ending with the most recently-executed Order Form, and all appendices,
schedules, exhibits, and addenda thereto.
2.
Incorporation and Application of Terms; Definitions. Client hereby confirms that Client has read and fully understands allof the General Terms AND the Applicable Terms, as well as the Permitted Territory List, each of which is available for review
by accessing the identified web links. Client expressly agrees to the incorporation of each of the foregoing into this Client
Agreement and the application to each of the referenced UPS-CS Solutions. Client further confirms that the individual(s) whowill execute the Client Agreement and any Order Form is duly authorized and empowered by the directors, shareholders, orownership interest holders of the Client, and has obtained all the required corporate authorizations, to enter into and execute
the Client Agreement and any Order Form.
a. The General Terms apply to all UPS-CS Solutions and services provided by UPS Customer Solutions, and apply in addition to
any solution-specific Applicable Terms for such UPS-CS Solutions.
b. In addition, and without excluding any of the foregoing, the Hardware Terms and Conditions apply to all purchases of andOrder Forms identifying UPS-CS Solutions comprising hardware, but are not applicable to distributed or installed software or hostedservices. The available UPS-CS Solutions governed by the Hardware Terms and Conditions will be identified as such on the applicable
Order Form.
c. In addition, and without excluding any of the foregoing, the Local Software Terms and Conditions apply to any license of andOrder Forms identifying UPS-CS Solutions comprising distributed and installed software, but are not applicable to hosted services or
hardware. The available UPS-CS Solutions governed by the Local Software Terms and Conditions will be identified as such on theapplicable Order Form.
d. In addition, and without excluding any of the foregoing, the Hosted Services Terms and Conditions apply to any access to andOrder Forms identifying UPS-CS Solutions comprising hosted services, but are not applicable to hardware or distributed or installed
LEGAL02/42475651v6

software. The available UPS-CS Solutions governed by the Hosted Services Terms and Conditions are identified therein and will beidentified as such on the applicable Order Form.
3.
Term and Termination. This Client Agreement will remain in effect until all Applicable Terms, and all applicable Order Forms,
have expired or have been terminated in accordance with the General Terms. Any Order Form may be terminated individually inaccordance with the Applicable Terms applicable to the UPS-CS Solutions identified thereon.
4.
Permitted Territory. “Permitted Territory” means, for any UPS-CS Solutions, those countries and territories associated withsuch UPS-CS Solutions on the Permitted Territory List. UPS Customer Solutions is not obligated to perform, license, or install any UPSCS Solutions in or for use in any jurisdiction other than the United States of America or the Permitted Territory for each applicable UPSCS Solution.
5.
Jurisdiction-Specific Terms. This Client Agreement may only be presented to, and its effectiveness is conditioned upon
execution by, a Client headquartered and established in the United States of America or one of the jurisdictions identified on thePermitted Territory List as of the Effective Date. If a jurisdiction does not appear on the Permitted Territory List, then it is not within
the Permitted Territory.
a. If the “Jurisdiction of Client Establishment” identified on page 1 of this Client Agreement is not the United States of America,then the terms identified as applicable for such jurisdiction in the Jurisdiction-Specific Terms Appendices (as attached to and incorporated
within each of the General Terms and each of the Applicable Terms) will replace or modify the applicable terms of the Client Agreement
accordingly. For clarity, if such “Jurisdiction of Client Establishment” is not the United States of America, then (i) “UPS CustomerSolutions” has the meaning set forth on the Jurisdiction-Specific Terms Appendix incorporated within the General Terms, and (ii) United
Parcel Service, Inc., an Ohio corporation, is a third party beneficiary and is not a party to this Agreement.
b. Further, if the “Jurisdiction of Performance” identified on any Order Form is not the United States of America, then the terms
identified as applicable for such country or territory in the Jurisdiction-Specific Terms Appendices (as attached to and incorporated withineach of the General Terms and each of the Applicable Terms) will replace or modify the corresponding terms of the Client Agreement
accordingly, solely to the extent necessary to comply with Applicable Law with respect to validity, enforceability, and performance ofthe Agreement within the identified jurisdiction.
6.
Counterparts; Electronic Signatures. This Client Agreement may be executed in counterparts, each of which will constitute anoriginal, and all of which, collectively, will constitute one and the same document upon execution by both parties. Each party agrees that
this Client Agreement may be executed by electronic or digital signatures, which will be deemed and accepted as originals, and eachparty acknowledges its capacity and agreement to be bound by such electronic or digital signature with the same legal force and effect asa handwritten signature.
7.
Entire Agreement. The Client Agreement, together with any attachments or documents incorporated herein by reference
constitutes the entire agreement between UPS Customer Solutions and Client with respect to the subject matter hereof, and supersedes
all oral or written proposals or agreements, and all other communications, between the parties with respect to such subject matter. Without
limiting the foregoing in any way, UPS Customer Solutions will not be bound by terms additional to or different from those in the Client
Agreement that appear in Client’s purchase orders or acknowledgements. The parties hereto confirm their express desire that this Client
Agreement, and all documents, and agreements directly or indirectly relating hereto, be drawn up in the English language. In the eventthat any provision of the Client Agreement is held invalid or unenforceable in any circumstances by a court of competent jurisdiction, thevalidity, legality, enforceability, and application of the remainder of the Client Agreement, and of such provision in any othercircumstances, will not be affected thereby.
Applicable Terms
Hardware Terms and Conditions

Local Software Terms and Conditions

Hosted Services Terms and Conditions

Web Site Address for Applicable Terms
https://www.ups.com/assets/resources/webcontent/en_US/hardware-termsand-conditions.pdf
version at execution: UPSPSIHTC04-013024
https://www.ups.com/assets/resources/webcontent/en_US/local-softwareterms-and-conditions.pdf
version at execution: UPSPSILST04-013024
https://www.ups.com/assets/resources/webcontent/en_US/hosted-servicesterms-and-conditions.pdf version at execution: UPSPSIHST04-013024

IN WITNESS WHEREOF, each of the parties hereto has caused this Client Agreement to be executed by its duly authorized
representative by signature below, as of the Effective Date.
United Parcel Service, Inc., an Ohio corporation
Client:By:
Name:
Title: _Date:LEGAL02/42475651v6

By:
Name:
Title:
Date: