HOSTED SERVICES TERMS AND CONDITIONSUPSPSIHST04-013024
The provision of hosted UPS-CS Solutions by either (i) United Parcel Service, Inc., an Ohio corporation or (ii) the
entity identified on the Jurisdiction-Specific Terms Appendix attached to and incorporated herein for the applicable Jurisdictionof Client Establishment identified on the Client Agreement (“UPS Customer Solutions”) is governed by the Client Agreement
entered between UPS Customer Solutions and the customer identified on the Signature Pages thereof (“Client”), which includes
without limitation the General Terms incorporated therein, these Hosted Services Terms and Conditions (the “Hosted Services
Terms”), any Order Forms entered between UPS Customer Solutions and Client, and all schedules, exhibits, or addenda to anyof the foregoing. These Hosted Services Terms are hereby incorporated into, made to form a part of, and subject to the Client
Agreement entered between UPS Customer Solutions and Client.
1.
Definitions. Capitalized terms used herein but not defined have the meaning ascribed to such terms in the Client
Agreement or the General Terms incorporated therein.
a.
“Authorized User” means Client’s employees, agents and contractors who are authorized by Client to haveaccess to the Hosted Services and have a need to access the Hosted Services for purposes of fulfilling their duties to Client.
Direct Competitors cannot be Authorized Users.
b.
“Carrier Component” means a component of the Hosted Services that implements communicationinterfaces to a Supported Carrier System and/or maintains the rules, regulations, and operational requirements for a Supported
Carrier and which, in combination with other Hosted Services components, enables shipping with such Supported Carrier. In
addition, for certain carriers, the Carrier Component enables the transmission of shipping manifest data to the Supported Carrier
and the download of Supported Carrier rates.
c.
“Carrier Information” means information about a Supported Carrier’s shipping and transportation services
obtained from the Supported Carrier’s Carrier Component of the Hosted Services.
d.
“Direct Competitor” means (i) any transportation logistics company; (ii) FedEx Corporation, United States
Postal Service, TNT Express N.V., or DHL Express Germany GmbH; or (iii) any entity controlling, controlled by, or undercommon control with any of the entities in sections (i) or (ii) hereof.
e.
“Hosted Services” means, individually or collectively as applicable, each service identified as a “Hosted
Service” on an Order Form operated and provided by UPS Customer Solutions.
f.
cumulatively.

“Hosted Services Materials” means the Hosted Services and any Documentation related thereto,g.
“Hosted Services Support Fees” means UPS Customer Solutions’ then-current rates that will be invoiced
to Client for the Hosted Services Support Services during each Hosted Services Renewal Term.
h.
“Hosted Services Support Policy” means the UPS Customer Solutions support policy for the Hosted
Services, which is published at http://www.shipexec.com/support, as the same may be updated by UPS Customer Solutions
from time to time at any time.
i.
“Hosted Services Support Services” means support provided for the Hosted Services in accordance with
the Hosted Services Support Policy.
j.
“Supported Carrier System” means that service maintained by a Supported Carrier that exchanges Carrier
Information with a Carrier Component.
2.

Hosted Services.

a.
Rights. Subject to Client’s compliance with the terms and conditions of the Client Agreement (includingthese Hosted Services Terms) and in consideration of the Hosted Services Fees, if an Order Form includes Hosted Services
subscribed to by Client, UPS Customer Solutions will provide to Client, and Client may access during the Hosted Services
Initial Term and any Hosted Services Renewal Terms, the Hosted Services only for the purpose of tendering shipments madeon behalf of Client to the Supported Carriers for Client’s sole benefit. UPS Customer Solutions will provide the Hosted Services
to Client in accordance with these Hosted Services Terms. Client may only access the Hosted Services from computing devices
located in the Permitted Territory for Client’s internal purposes during the Hosted Services Initial Term and any Hosted
Services Renewal Terms.

- LEGAL02/42475672v6

b.
Availability. The Hosted Services will be available except for (i) scheduled service downtime as Client may
be notified from time-to-time; (ii) service downtime or degradation due to Force Majeure Event; (iii) any other circumstancebeyond UPS Customer Solutions’ reasonable control, including downtime caused by Third Party Licensors, Client’s misuse of
the Hosted Services, or use of the Hosted Services other than in compliance with the express terms of these Hosted Services
Terms and the Documentation; (iv) any security-related incidents that require temporary unavailability or degradation of the
Hosted Services to protect the integrity or confidentiality of data, systems, or infrastructure. Such security incidents may
include, but are not limited to, malicious attacks, vulnerabilities, or other security threats; and (v) any suspension or terminationof Client’s access to or use of Hosted Services as permitted by these Hosted Services Terms. Client will not be entitled to arefund in the event that any of the aforementioned circumstances occur.
c.
Control. Except as otherwise expressly provided in these Hosted Services Terms, as between the parties, UPS
Customer Solutions has and will retain sole control over the provision, management, and operation of Hosted Services,
including the: selection, deployment, modification, performance, enhancement, and replacement of Hosted Services.
3.

Subscription Term; Non-Renewal; Termination of Hosted Services.

a.
Subscription Term. For each Order Form including Hosted Services, the license for such Hosted Services
will be in effect for a period of twelve (12) months from the effective date of such Order Form (the “Hosted Services Initial
Term”), but will renew automatically for additional subsequent twelve (12) month terms (each a “Hosted Services Renewal
Term”), unless terminated earlier pursuant to the terms of the Client Agreement. For clarity, UPS Customer Solutions’termination rights for any reason under this Section 3 do not require the prior intervention of any court and the termination willtake effect without the requirement of any court order or ruling.
b.
Non-Renewal. If either party desires that a subscription for Hosted Services under an Order Form should notrenew, such party will provide the other with sixty (60) days’ written notice of non-renewal prior to the end of the Hosted
Services Term applicable to such subscription. Either party may, at its election, upon sixty (60) days’ prior written notice,terminate a subscription for Hosted Services under an Order Form. Any non-renewal or termination of a subscription for Hosted
Services will not affect in any way any right or claim of any party hereto incurred or accruing prior to the date of termination,
including without limitation, any right or claim of UPS Customer Solutions for compensation payable for Hosted Services
rendered prior to such termination date. In the case of termination by Client prior to the end of the Initial Term, Client will be
responsible for paying the full amount of the Hosted Services Fees, including taxes, due through the end of the Initial Term.
c.
Termination for Cause. If UPS Customer Solutions in its sole judgment believes that (i) a Hosted Service
included in an Order Form or its associated Documentation is being used for a purpose not approved by UPS Customer
Solutions, or in violation of Applicable Law; (ii) UPS Customer Solutions’ or any third party’s rights are jeopardized or
potentially exposed to liability or damage; or (iii) Client is in default under these Hosted Services Terms or any other agreement
between Client and UPS Customer Solutions, then UPS Customer Solutions may immediately suspend Client’s rights in the
Hosted Services of such Order Form or terminate the applicable Order Form(s) without UPS Customer Solutions having totake any additional action.
4.
Intellectual Property Rights. Client hereby acknowledges that the Hosted Services Materials and any intellectual
property therein or thereto are the sole and exclusive property of UPS Customer Solutions, its Affiliates, or the Third Party
Licensors. Client has not acquired any ownership interest in the Hosted Services Materials and will not acquire any ownershipinterest in the Hosted Services Materials by reason of these Hosted Services Terms. Client will keep the Hosted Services
Materials free from any liens, claims, or encumbrances, attachments, rights of others and legal processes of Client’s creditors
or any other person or entity.
5.
Hosted Services Support Services. Subject to Client’s compliance with the terms and conditions of the Client
Agreement (including these Hosted Services Terms) and in consideration of the Hosted Services Fees, if an Order Form grants
to Client access to the Hosted Services, then during the Hosted Services Initial Term and any Hosted Services Renewal Terms
for which Client has paid the Support Fees included in its Hosted Services Fees, UPS Customer Solutions will provide to Client
Hosted Services Support Services, unless terminated earlier as provided herein. Hosted Services Support Services will be
provided by UPS Customer Solutions in accordance with the Hosted Services Support Policy, which may be updated by UPS
Customer Solutions at any time from time to time. If any change by UPS Customer Solutions will result in a material decreasein the support provided by UPS Customer Solutions, then UPS Customer Solutions will use commercially reasonable efforts
to provide Client with thirty (30) calendar days’ written notice prior to such change. Within thirty (30) calendar days ofreceiving such notice from UPS Customer Solutions, Client may terminate the applicable Order Form by providing written
notice to UPS Customer Solutions of such termination, and such termination by Client will become effective sixty (60) calendar
days after UPS Customer Solutions’ receipt thereof. In the event of a termination by Client pursuant to this Section 5, Client- LEGAL02/42475672v6

will receive a pro rata refund of any Support Fees paid for the remainder of the then-current Hosted Services Initial Term or
Hosted Services Renewal Terms.
6.
Hosted Services Fees. Client understands and agrees that the rights granted to Client in and to the Hosted Services
are conditioned upon Client’s payment of those amounts as set forth on (a) any Order Form or (b) invoice issued by UPS
Customer Solutions referencing the Client Agreement (“Hosted Services Fees”). During the Hosted Services Initial Term andany Hosted Services Renewal Terms, Client may request changes to the quantity and types of Hosted Services components
available to Client pursuant to these Hosted Services Terms, and such changes will be valid and effective when Client fully
pays the amounts specified in an applicable Order Form, change order, or invoice subsequently issued by UPS Customer
Solutions that reflects the requested changes. Client agrees that UPS Customer Solutions is entitled to implement an annual
rate increase of up to five percent (5%) of the then current Hosted Services Fees, effective on each anniversary of the effective
date of the applicable Order Form for Hosted Services.
7.

Use of Hosted Services.

a.
Authorized Users. Client will ensure that each Authorized User granted a user ID and password to a Hosted
Service: (i) is fully aware of all of Client and Authorized User obligations under these Hosted Services Terms and acts inaccordance with them; (ii) maintains the secrecy and security of the user ID and password; and (iii) does not disclose them toany other party or allow any other party to use them to access the Hosted Services. Client will be responsible for any use oraccess of the Hosted Services through use of such user IDs and passwords, whether such access was authorized or not. UPS
Customer Solutions will be entitled to rely upon the data input through use of the user ID and password assigned to any
Authorized User without any obligation to identity or otherwise verify any person or entity that gains access to the Hosted
Services by means of such user ID and password. UPS Customer Solutions will not be responsible and will have no liability
for loss, damage, or other liability arising from Client’s failure to protect the confidentiality and security of its passwords.
Client will have sole responsibility for security and access control for the private network connection, if selected.
b.
Administrative Functions. Certain Hosted Services include administrator functionality. If the Hosted Services
licensed by Client include administrator functionality, UPS Customer Solutions will set up one or more Authorized Users as
an administrator (“Administrator”) who has the authority to distribute, create, delete, update, and reset user IDs and passwords
used by Authorized Users to access the Hosted Services. To the extent made available by UPS Customer Solutions to Client,
the Hosted Services may include certain other administrative functions including without limitation the ability to permit Client
to customize or configure Client’s implementation of the Hosted Services and the data and/or options available thereon and tocommunicate with, and maintain the list of, Authorized Users. Client agrees it is solely responsible for any and all maintenance,
support and liabilities related to Client’s configurations and customizations implemented using such administrative functions
and any notifications or other communications sent to its Authorized Users through the Hosted Services. All such configurations
and customizations will remain the exclusive property of UPS Customer Solutions pursuant to Section 4 of these Hosted
Services Terms.
c.
Client Systems. Client acknowledges and agrees that Client and its Authorized Users are solely responsible
for the physical, logical, and technical security, back-up, archival, and recovery procedures, and safeguards for the servers,
software, connectivity, and equipment operated, maintained, or provided by Client or its Authorized Users and associated datacontained therein.
d.
Client Data License. Client grants UPS Customer Solutions a limited, non-exclusive, non-transferable, nonassignable, royalty-free license to use any and all Data that Client submits to UPS Customer Solutions in connection with UPS
Customer Solutions’ provision of the Hosted Services as necessary to operate and maintain the Hosted Services, including
without limitation, to configure, format and display the Hosted Services and to manipulate and display such Data for theprocessing of transactions and shipments on behalf of Client.
e.
Use of Client’s Mark. In the event Client desires to have its designated logo or mark (“Client’s Mark”),
displayed on the Hosted Services’ custom interface or on the shipping label, Client hereby grants to UPS Customer Solutions,a non-exclusive, non-transferable, royalty-free right and license to copy, display, and use Client’s Mark solely for the purposesof affixing Client’s Mark on the Hosted Services’ custom interface or shipping label in a location designated by UPS Customer
Solutions for such purposes. Other than Client’s Mark, no rights in and to Client’s trademarks, service marks, name(s), trade
name(s), words, images and any indicia associative of Client are granted herein.
f.
Client Indemnification. Client will indemnify and hold harmless the UPS Indemnitees and Supported Carriers
and the directors, officers, employees, and agents of each of them, (each, an “Indemnitee”) from and against any and all losses,
damages, fees, judgments, costs and expenses (including attorneys’ fees) which the Indemnitee may suffer or incur arising outof or in connection with any claim, demand, suit or cause of action: (i) arising from or alleging Client’s, or its Authorized- LEGAL02/42475672v6

Users’ use of the Hosted Services other than in accordance with the Client Agreement; or (ii) alleging that any Data that Client
submits to UPS Customer Solutions in connection with UPS Customer Solutions’ provision of the Hosted Services or any
portion thereof, or an Indemnitee’s use thereof as authorized herein, infringes or violates any third party right including without
limitation patent, copyright, trade secret, trademark, or other third party intellectual property right; or (iii) alleging that Client’s
Mark infringes or violates any third party trademark, brand, service mark, name, trade name, logo or other intellectual property
right. UPS Customer Solutions will provide prompt notice to Client of any such claim for which an Indemnitee seeks to invoke
Client’s indemnity obligations.
g.
Suspension of Access. Client acknowledges that UPS Customer Solutions has the right to prohibit access toany part of the Hosted Services at any time as UPS Customer Solutions deems necessary in its sole discretion, without
limitation, to: (i) prevent access to the Hosted Services Materials that is not in compliance with the terms and conditions ofthese Hosted Services Terms; (ii) correct a material error in the Hosted Services Materials; or (iii) comply with Applicable
Law.
8.
Restrictions. Client will not, and will not authorize any third party to, publish, disclose, or otherwise make available
to any third party the Hosted Services. Client , and will not authorize any third party to, in any manner modify, alter, adopt,translate, encumber, pledge, rent, lease, sell, lend, give, redistribute, license, sublicense, assign, make available, distribute,market, transfer, grant access to, or disclose, including on a time-share basis, or otherwise transfer or act as a service bureau as
to the Hosted Services or any software, source code, object code or underlying structure, design, look and feel, expression,ideas or algorithms, or documentation related to the Hosted Services, or any component thereof to any other Person. Client will
not reverse engineer, decompile, or disassemble the Hosted Services, or any component thereof.
a.
Acceptance. Client will be deemed to have accepted the terms and conditions of these Hosted Services Terms
upon Client’s signing and returning to UPS Customer Solutions an executed Signature Page, Order Form including Hosted
Services, or amendment incorporating these Hosted Services Terms, or the commencement of any Hosted Services, whicheveroccurs first. The banking, negotiation, or other use of any payment will not constitute an acceptance by UPS Customer
Solutions.
b.
Right to Monitor Compliance. UPS Customer Solutions reserves the right to monitor Client’s use of the
Hosted Services, to confirm compliance with the requirements of these Hosted Services Terms.
c.
Supported Carriers. Client acknowledges that if a Hosted Service provides access to Supported Carriers, UPS
Customer Solutions may add or subtract carriers from the Supported Carriers accessible through the Hosted Service at any
time. UPS Customer Solutions will take commercially reasonable efforts to provide written notice to Client before the addition
or deletion of any carrier as a Supported Carrier. If UPS Customer Solutions deletes a carrier from the Supported Carriers,
Client may no longer use such Hosted Service, including the applicable Carrier Component, to access such carrier’s Carrier
Information or Supported Carrier System. Client will not be due any refund of Hosted Services Fees and hereby waives any
claim against UPS Customer Solutions in respect to damages or liability arising from the deletion of a carrier as a Supported
Carrier to the extent permitted under applicable law. Client’s use of Carrier Information, and access to Supported Carrier
Systems is further subject to any other terms and conditions that UPS Customer Solutions may provide to Client in writing orin electronic format, as so required by the applicable Supported Carrier, including, but not limited to the terms and conditionsof Supported Carriers attached hereto as Schedule 2. Client’s execution of an Order Form including Hosted Services thataccesses a Supported Carrier constitutes Client’s acceptance of the Supported Carrier’s terms and conditions contained in
Schedule 2 or otherwise provided by UPS Customer Solutions to Client and that such Supported Carriers will be third party
beneficiaries to such terms and conditions, as applicable.
d.
Third Party Licensors. Client acknowledges that the Hosted Services may include intellectual property
provided to UPS Customer Solutions by Third Party Licensors. Such Third Party Licensors are intended third party
beneficiaries of Client’s obligations under the Client Agreement as regards a Third Party Licensor’s intellectual property, anda Third Party Licensor may enforce any provision of the Client Agreement as regards a Third Party Licensor’s intellectual
property.
e.
Operation of Hosted Services. Client will prevent unauthorized use or misuse of the Hosted Services, andwill remain responsible for all such use or misuse. Client will use the Hosted Services solely for the purposes and functions
expressly permitted by the Client Agreement and pursuant to UPS Customer Solutions’ instructions.
f.
Harmful Code. Client will not input, upload, transmit, or otherwise provide to or through the Hosted Services
any information or material that is unlawful or injurious, or activate any harmful code, virus, worm, malware, or other malicious
computer code intended to affect the Hosted Services, or damage, destroy, disrupt, disable, impair, interfere with, or otherwise
impede or harm in any manner the Hosted Services, or UPS Customer Solutions’ provision of services to any third party, in- LEGAL02/42475672v6

whole or in part. Client may not use the Hosted Services to gain access, or attempt to gain access, to any computer system, website, or database owned or operated by UPS Customer Solutions or its Affiliates other than the Hosted Services to which Clientis expressly permitted access under an Order Form.
9.
Third Party Contractors. Client acknowledges and understands that UPS Customer Solutions may use the servicesof third party service providers in connection with the performance of Hosted Services under these Hosted Services Terms, andagrees to comply with all applicable third party terms provided.
10.
Survival. Notwithstanding anything to the contrary contained in the Client Agreement, the provisions of Sections 1,
3(a) (second sentence), 74, (f), 8(d), 10, and 11 of these Hosted Services Terms will survive the termination or expiration of
the Client Agreement or these Hosted Services Terms.
11.
Modifications. Notwithstanding anything to the contrary in the Client Agreement, UPS Customer Solutions may
modify these Hosted Services Terms in its sole discretion by posting such modified terms and conditions at
https://www.ups.com/assets/resources/media/hosted-services-terms-and-conditions.pdf, and any such changes will supersede
the prior terms after the effective date of such changes, and Client’s continued use of the UPS-CS Solutions after the effective
date of such changes constitutes Client’s agreement to the modified Hosted Services Terms. However, Client may rejectsuch changes and terminate the Client Agreement in accordance with Section 4 of the General Terms without penalty if it
objects to such changes.

[End of Hosted Services Terms and Conditions]- LEGAL02/42475672v6

JURISDICTION-SPECIFIC TERMS APPENDIX
ARGENTINA“UPS Customer Solutions” means UPS SCS (Argentina) S.R.L.
AUSTRALIA“UPS Customer Solutions” means UPS Pty. Ltd.
1.

Section 11. Modifications. The first sentence of Section 11 is hereby deleted and replaced with the following:“Notwithstanding anything to the contrary in the Client Agreement, UPS Customer Solutions may modify these
Hosted Services Terms in its sole discretion by posting such modified terms and conditions at
https://www.ups.com/assets/resources/media/hosted-services-terms-and-conditions.pdf and notifying Client, and any
such changes will supersede the prior terms after the later of thirty (30) days and the effective date of such changes,
and Client’s continued use of the UPS-CS Solutions after the later of thirty (30) days after the date of notification andthe effective date of such changes constitutes Client’s agreement to the modified Hosted Services Terms.”

BELGIUM“UPS Customer Solutions” means United Parcel Service Belgium NV, an entity established under the laws of Belgium.
BRAZIL“UPS Customer Solutions” means UPS SCS Transportes (Brasil) S.A.
CANADA
1.

“UPS Customer Solutions” means United Parcel Service Canada Ltd.

2.
Section 12. English Language. The following is hereby added as a new Section 12, which will survive any termination
or expiration of the Client Agreement for any reason:“12.
English Language. The parties declare that they have required that this Agreement and all documents related
hereto either present or future, be drawn up in the English language only. Les parties déclarent par les présentes
qu’elles exigent que cette entente et tous les documents y afférents soit pour le présent ou le futur, soient rédigés en
langue anglaise seulement.”
COLOMBIA“UPS Customer Solutions” means UPS Servicios Expresos SAS.
COSTA RICA“UPS Customer Solutions” means UPS de San Jose, SA.
CZECH REPUBLIC“UPS Customer Solutions” means United Parcel Service Czech Republic, s.r.o.
DENMARK“UPS Customer Solutions” means UPS Danmark A/S
FINLAND“UPS Customer Solutions” means United Parcel Service Finland Oy.
FRANCE“UPS Customer Solutions” means UPS SCS (France) SAS.

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GERMANY“UPS Customer Solutions” means United Parcel Service Deutschland S.à r.l. & Co. OHG.
HONDURAS“UPS Customer Solutions” means UPS SCS (Honduras), S. de R.L.
HONG KONG“UPS Customer Solutions” means UPS Parcel Delivery Service Limited, an entity established under the laws of Hong Kong.
HUNGARY“UPS Customer Solutions” means UPS Hungary Forwarding Limited Liability Company.
INDIA“UPS Customer Solutions” means UPS Express Private Limited
1.
Effectiveness. The contract executed electronically shall be a contract validly executed under the Indian Contract Act,
1872. In order to be effective, this Agreement must be stamped according to the applicable stamp duty based on the rate for the
Indian state in which the Client is based. The stamp duty should be paid prior to the execution of the agreement electronically.
Client is responsible for all costs associated with such stamp duty.
2.

Section 11. Modifications. The first sentence of Section 11 is hereby deleted and replaced with the following:“Notwithstanding anything to the contrary in the Client Agreement or these Hosted Services Terms and Conditions,UPS Customer Solutions may modify these Hosted Services Terms in its sole discretion by posting such modified
terms and conditions at https://www.ups.com/assets/resources/media/hosted-services-terms-and-conditions.pdf, andany such changes will supersede the prior terms after the effective date of such changes, and Client’s continued useof the UPS-CS Solutions after receipt of written notice of such changes constitutes Client’s agreement to the modified
Hosted Services Terms.”

IRELAND“UPS Customer Solutions” means United Parcel Service of Ireland Limited.
1.

Section 11. Modifications. The first sentence of Section 11 is hereby deleted and replaced with the following:“Notwithstanding anything to the contrary in the Client Agreement, UPS Customer Solutions may modify these
Hosted Services Terms in its sole discretion by posting such modified terms and conditions at
https://www.ups.com/assets/resources/media/hosted-services-terms-and-conditions.pdf, and any such changes willsupersede the prior terms after the effective date of such changes, and Client’s continued use of the UPS-CS Solutions
after receipt of written notice of such changes constitutes Client’s agreement to the modified Hosted Services Terms.”

ITALY“UPS Customer Solutions” means United Parcel Service Italia SRL, an entity established under the laws of Italy.
1.
Section 12. Approval of Clauses Pursuant to Articles 1341 and 1342 of the Italian Civil Code. The following ishereby added as a new Section 12, which will survive any termination or expiration of the Client Agreement for any reason:“12.
Approval of Clauses Pursuant to Articles 1341 and 1342 of the Italian Civil Code. Pursuant to and to the
purposes of articles 1341 and 1342 of the Italian Civil Code, Client declares to specifically approve the following
clauses: Sections 2(b), 5, 6(c), 8(e), 9(a), (b) and (f), and 11.”JAPAN
“UPS Customer Solutions” means UPS Japan Co., Ltd., an entity established under the laws of Japan.
MALAYSIA“UPS Customer Solutions” means United Parcel Service (M) Sdn Bhd., an entity established under the laws of Malaysia.
MEXICO“UPS Customer Solutions” means United Parcel Service de Mexico SA de CV.

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1.

Section 8. Restrictions. At the end of the first paragraph of Section 8, the following text is hereby inserted:“In the event that the Client breaches any of the provisions of this Local Software Terms, and without limiting to theactions arising from this document, it will be subject to the sanctions provided by the Federal Copyright Law (LeyFederal de Derechos de Autor).”2.
Schedule 2(A)(f)(ii). Disclaimer. In Schedule 2 (Restrictions on Use of Carrier Systems and Access to Supported
Carrier Systems), the following text is hereby added to the end of Section A(f)(ii) (Disclaimer):“● Mexico: NOM 011-1-SCT-2-2022 MEXICAN OFFICIAL STANDARD FOR THE TRANSPORTATION OF
HAZARDOUS SUBSTANCES AND MATERIALS (NORMA OFICIAL MEXICANA PARA EL TRANSPORTE DESUSTANCIAS Y MATERIALES PELIGROSOS)”.
NETHERLANDS“UPS Customer Solutions” means UPS SCS (Nederland) B.V.
PHILIPPINES“UPS Customer Solutions” means UPS-Delbros International Express Ltd., Inc.
POLAND“UPS Customer Solutions” means UPS Polska sp. z.o.o.
PORTUGAL“UPS Customer Solutions” UPS of Portugal - Tranportes Internacionais de Mercadorias Sociedade Unipoessoal LDA.
PUERTO RICO“UPS Customer Solutions” means United Parcel Service, Inc. (OH) – Puerto Rico Branch.
ROMANIA“UPS Customer Solutions” means UPS Romania SRL.
SINGAPORE“UPS Customer Solutions” means UPS Asia Group Pte. Ltd.
SOUTH KOREA“UPS Customer Solutions” means United Parcel Service Korea Co. Ltd.
SPAIN“UPS Customer Solutions” means United Parcel Service Espana Ltd Y Compania SRC, an entity established under the laws of
Spain.
SWEDEN“UPS Customer Solutions” means United Parcel Service Sweden AB.
SWITZERLAND“UPS Customer Solutions” means UPS United Parcel Service (Schweiz) AG, an entity established under the laws of
Switzerland.
TAIWAN“UPS Customer Solutions” means UPS Supply Chain Solutions (Taiwan) Co., Ltd.
THAILAND“UPS Customer Solutions” means UPS Parcel Delivery Service Limited, an entity established under the laws of Thailand.
UNITED ARAB EMIRATES“UPS Customer Solutions” means UPS Middle East FZE.

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3.

In Schedule 2 (Restrictions on Use of Carrier Systems and Access to Supported Carrier Systems), the following text
is hereby added to the end of Section A(f)(ii) (Disclaimer):“● UAE: UAE FEDERAL LAW 24 OF 1999 – PROTECTION AND DEVELOPMENT OF THE ENVIRONMENT;MINISTERIAL DECREE NO. 37 OF 2001 CONCERNING THE HANDLING OF HAZARDOUS MATERIALS,
HAZARDOUS WASTES & MEDICAL WASTES 2001 AND ALL OTHER LAWS, REGULATIONS AND
CIRCULARS ISSUED BY THE UAE CUSTOMS DEPARTMENTS AND THE MUNICIPALITIES OF THE UAE
APPLICABLE.”

UNITED KINGDOM“UPS Customer Solutions” means UPS Limited, an entity established under the laws of England and Wales.
VIETNAM“UPS Customer Solutions” means UPS Vietnam Joint Stock Company.
[End of Jurisdiction-Specific Terms Appendix]- LEGAL02/42475672v6

Schedule 2
Restrictions on use of Carrier Information andAccess to Supported Carrier Systems
A. United Parcel Service.
One Carrier Component of the Hosted Services allows a communication interface with United Parcel Service, Inc. and its
Affiliates (“UPS”) as the Supported Carrier.
(a)
Use of Information. Client may use UPS Carrier Information for Client’s own personal or internal businesspurposes (as appropriate) associated with (i) shipping for Client’s own benefit, (ii) instructing a supplier to ship for Client’s
benefit, or (iii) receiving packages through transportation services provided by UPS. This right to use includes the right for
Client to use UPS Carrier Information (A) to establish delivery dates, (B) provide delivery information to Client’s customers,(C) in the operation of Client’s customer support service centers and (D) to make payments to UPS. Client acknowledges andagrees that the UPS Carrier Information is for planning purposes only and may not be used to short pay UPS and is insufficientfor purposes of determining whether adjustments or service refunds are due. Accordingly, Client acknowledges that data in
addition to the UPS Carrier Information will be required in order for Client or any third party to obtain a guaranteed service
refund, any other adjustment, or refunds against service fees or for reconciliation of invoices for services.
(b)
Restrictions on Disclosure. Client will treat as confidential all UPS Carrier Information and to only disclose
UPS Carrier Information to parties having a bona fide interest in such UPS Carrier Information (e.g., the shipper, consignee or
third party payor), on a need-to-know basis and only to the extent reasonably required for the performance of this Agreement,
provided Client ensures such parties use the UPS Carrier Information in accordance with all restrictions of this Agreement.
(c)
Negotiated Rate Information.
The Hosted Services may provide access to specific pricing terms andcharges resulting from confidential negotiations between Client and UPS (“Negotiated Rate Information”). Client may use
Negotiated Rate Information solely in Client’s internal accounting and billing operations to facilitate payment of charges
associated with Client’s UPS account and Client may not disclose Negotiated Rate Information other than to a third party that
controls, is controlled by, or under common control with, whether directly or indirectly, Client.
(d)Reference Rates. Client acknowledges and agrees that actual shipping charges invoiced by UPS may differ
from rates provided as UPS Carrier Information by the Hosted Services even when the Hosted Services provides NegotiatedRate Information. Factors that may affect Client’s actual invoice include but are not limited to the following: actual package
characteristics are different than as described; the information set out on the shipping label is incomplete or inaccurate;
negotiated rates require calculation based on volume and additional charges are incurred during shipment of the package which
are unforeseen or incalculable prior to tendering.
(e)
Tracking. Client may only use the tracking functionality of the Hosted Services to retrieve UPS Carrier
Information related to shipments tendered by Client, a third party for delivery to Client, or on Client’s behalf (“Tendered
Shipment”). Certain tracking functionality of the Hosted Services may allow Client to direct UPS to provide tracking results
to an e-mail address Client provides. Client will direct the Hosted Services to send tracking results for a Tendered Shipment
only to an e-mail address controlled by a person affiliated with such Tendered Shipment. In the event an addressee indicates to
Client that such addressee no longer desires to receive e-mail messages relating to Tendered Shipments, Client will immediately
cease using the Hosted Services to direct UPS to send e-mail messages to such addressee. In no event will UPS be liable forany failure or delay in the transmission or receipt of any tracking results e-mail. Client is solely responsible for the content of
any text provided by Client and transmitted as part of a tracking results e-mail. Client will not include in any tracking results
e-mail any content which may be harassing, defamatory, libelous, or injurious to any other person.
(f)

UPS Hazardous Materials Functionality.

(i)Restrictions. Client agrees to use the UPS Hazardous Materials Functionality of the UPS Supported
Carrier System (1) to facilitate the shipment of those dangerous goods and hazardous materials identified in Client’s Hazmat
Service Agreement during the period such Hazmat Service Agreement is in effect and then (2) only in those countries set forthin Client’s Hazmat Service Agreement where hazardous materials service is available.
(ii)
Disclaimer. UPS MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND THAT:(1) THE UPS HAZARDOUS MATERIALS FUNCTIONALITY WILL TRANSMIT THE NECESSARY INFORMATIONTO UPS OR GENERATE THE NECESSARY DOCUMENTATION ERROR-FREE OR INTERRUPTION-FREE OR (2)THE UPS HAZARDOUS MATERIALS FUNCTIONALITY COMPLIES WITH ANY APPLICABLE CONVENTIONS,
MULTILATERAL AGREEMENTS, BILATERAL AGREEMENTS, DIRECTIVES, LAWS OR REGULATIONSPERTAINING TO THE TRANSPORT OF DANGEROUS GOODS BY AIR AND GROUND, INCLUDING BUT NOT
LIMITED TO CURRENT VERSIONS OF THE FOLLOWING LAWS:

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•

United States: TITLE 49 OF THE CODE OF FEDERAL REGULATIONS, THE INTERNATIONAL CIVIL
AVIATION ORGANIZATION'S TECHNICAL INSTRUCTIONS FOR THE SAFE TRANSPORT OF
DANGEROUS GOODS BY AIR AND THE INTERNATIONAL AIR TRANSPORT ASSOCIATION'SDANGEROUS GOODS REGULATIONS.

•

Canada: THE CANADIAN TRANSPORTATION OF DANGEROUS GOODS ACT 1992, THE CANADIAN
TRANSPORTATION OF DANGEROUS GOODS REGULATIONS, THE INTERNATIONAL CIVIL AVIATIONORGANIZATION'S TECHNICAL INSTRUCTIONS FOR THE SAFE TRANSPORT OF DANGEROUS GOODSBY AIR, THE INTERNATIONAL MARITIME ORGANIZATION AND THE INTERNATIONAL AIR
TRANSPORT ASSOCIATION'S DANGEROUS GOODS REGULATIONS;•

Hong Kong: DANGEROUS GOODS ORDINANCE (CAP 295), DANGEROUS GOODS (APPLICATION AND
EXEMPTION) REGULATIONS (CAP 295A), DANGEROUS GOODS (GENERAL) REGULATIONS (CAP
295B), DANGEROUS GOODS (SHIPPING) REGULATIONS (CAP 295C), DANGEROUS GOODS(GOVERNMENT EXPLOSIVES AND DEPOTS) REGULATIONS (CAP 295D), DANGEROUS GOODS(CONSIGNMENT BY AIR)(SAFETY) ORDINANCE (CAP 384), DANGEROUS GOODS (CONSIGNMENT BY
AIR)(SAFETY) REGULATIONS (CAP 384A), MERCHANT SHIPPING (SAFETY) ORDINANCE (CAP 369),
MERCHANT SHIPPING (SAFETY) (DANGEROUS GOODS AND MARINE POLLUTANTS) REGULATION(CAP 413H);•

India: ENVIRONMENT PROTECTION ACT, 1986, HAZARDOUS AND OTHER WASTES (MANAGEMENT
AND TRANSBOUNDARY MOVEMENT) RULES 2016, MOTOR VEHICLES ACT 1988, THE AIRCRAFT(CARRAIGE OF DANGEROUS GOODS) RULES 2003, MANUFACTURE, STORAGE AND IMPORT OF
HAZARDOUS CHEMICALS RULES 1989, THE CARRIAGE BY ROAD ACT 2007;•

Japan: AVIATION LAW AND VESSEL SAFETY LAW;•

Korea: AVIATION ACT;•

Malaysia: CUSTOMS ACT 1967, RAILWAYS ACT 1991, AND THE APPLICABLE PORT AUTHORITY
RULES AND/OR BY-LAWS;•

Singapore: CUSTOMS ACT, REGULATION OF IMPORTS AND EXPORTS ACT, STRATEGIC GOODS(CONTROL) ACT, ELECTRONIC TRANSACTIONS ACT and COMPUTER MISUSE AND CYBERSECURITY
ACT 2018; AND•

Taiwan: HANDBOOK FOR INSPECTORS OF DANGEROUS GOODS, RULES GOVERNING CIVIL
AVIATION TRANSPORTATION BUSINESS, RULES GOVERNING AIR CARGO FORWARDER BUSINESS,
RULES GOVERNING THE OPERATOR OF AIR CARGO DISTRIBUTION TERMINAL, ROAD TRANSPORT
SAFETY REGULATIONS, THE RULES GOVERNING IMPORT AND EXPORT OF HUMAN ORGANS,TISSUES AND CELLS, THE INTERNATIONAL AVIATION ORGANIZATION’S TECHNICALINSTRUCTIONS FOR THE SAFE TRANSPORT OF DANGEROUS GOODS BY AIR AND THE
INTERNATIONAL AIR TRANSPORT ASSOCIATION’S DANGEROUS GOODS REGULATIONS.

(iii)
Indemnification. CLIENT WILL, AT CLIENT’S SOLE COST AND EXPENSE, INDEMNIFY AND
HOLD UPS HARMLESS FROM AND AGAINST ANY AND ALL DAMAGES ARISING OUT OF OR RELATED TO USE
BY CLIENT AND/OR CLIENT’S EMPLOYEES, AGENTS, OR CONTRACTORS OF THE UPS HAZARDOUS
MATERIALS FUNCTIONALITY.
[End of Schedule 2]

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