Carrier Agreement


 Exhibit 10.46 
  
 Carrier Agreement 
  
 This Agreement (“Agreement”) is made and entered into by and between Provide Commerce, Inc., a Delaware corporation (“Customer”) and United Parcel
Service Inc., an Ohio Company (“UPS”). 
  
 UPS will provide the pickup
and delivery services (“Services”) as set forth below subject to the terms of this Agreement. These Services will be provided with the incentives (“Incentives”) as also set forth below. These Incentives shall only be available to
the locations and account numbers identified in Addendum A. Account numbers of Customer and its affiliates, each of which is more than fifty percent (50%) owned by customer, and Customer’s vendors shipping specifically for
Customer, may be added or deleted only by mutual written agreement by both Parties and require [***] notice to UPS to become effective. Customer is prohibited from reselling or offering Incentives to any other party without the prior written consent
of UPS and failure to comply with this prohibition may result in immediate cancellation of this Agreement. 
  
 Customer acknowledges and agrees that the Incentives and the minimum rates in Addendum B are based on and derived from the most recently published UPS list rates available at www.ups.com and are subject to
change based on changes to such list rates. Each eligible package (or shipment) and accessorial will receive its applicable Incentive for the term of this Agreement. Incentives are applied on [***] basis unless otherwise specified. Incentives shall
be applied to prepaid outbound shipments unless otherwise noted. This Agreement will be subject to periodic review by UPS for Customer compliance. 
  
 Customer agrees to provide UPS with Timely Upload of electronic Package Level Detail (“PLD”) in a form acceptable to UPS. PLD includes, but is not limited to,
consignee’s full name, complete delivery address, package weight and zone. Timely Upload is defined as the electronic transmission of PLD to UPS at the time the packages are tendered to UPS. Customer agrees to provide smart labels on all
packages tendered to UPS. A smart label, as defined herein and described in the current UPS Guide to Labeling, which may be updated from time to time by UPS, includes, but is not limited to, a MaxiCode, Postal Bar Code, current UPS Routing Code,
appropriate UPS Service Icon and a UPS 1Z Tracking Number Bar Code. Customer further agrees that all shipping locations will use a UPS OnLine or OnLine compatible shipping solution that is approved and authorized by UPS as such. 
  
 Customer agrees to pay for all shipments in full within [***] of receipt of invoice.

  
 All Services provided by UPS shall be pursuant to the UPS Rate and Service
Guide and UPS Tariff in effect at the time of shipping, both of which are incorporated herein by reference and which may be subject to change without notice. 
  
 Customer and UPS agree to maintain the confidentiality of this Agreement including its rates, terms and incentives (“Confidential Information”) unless
disclosure is required by law. Customer agrees not to post or publicly display this Confidential Information unless required in accordance with its filings with the U.S. Securities and Exchange commission and the determination of Customer’s
securities legal counsel in connection therewith. 
  
 The Incentives will remain
in effect for 157 weeks. At the end of this Agreement, UPS in its sole discretion, reserves the right to extend the terms of this Agreement on a month-to-month basis. Notwithstanding, UPS and Customer agree that either party may terminate this
Agreement upon 30 calendar days prior written notice. 
  
 This offer is void if
not accepted by January 8, 2005 (“Deadline”). Customer may accept Agreement by providing a duly signed copy of this Agreement to UPS by the Deadline. This Agreement supercedes all other agreements between the Customer and UPS regarding
these Services. This Agreement is hereby signed and executed by authorized representatives of both parties. 
  

									
	 UPS
 United Parcel Service Inc.
	 	 	 	 Customer
 Provide Commerce, Inc.

					
	By:	 	/s/ Illegible	 	 	 	By:	 	 /s/ Mark Sottosanti

	 Title:
	 	 Account Manager
	 	 	 	 Title:
	 	 SVP, Planning & Logistics

	 Address:
	 	 7925 Ronson Rd, SDCA 92111
	 	 	 	 Address:
	 	 5005 Wateridge Vista Dr, Suite 200

	 Date Signed:
	 	 12/10/04
	 	 	 	 Date Signed:
	 	 12/10/04


  
 Effective Date: 12/18/04 

 

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

 Carrier Agreement Page 1 of 1 







  

			
	 Addendum A
 List of Account Numbers
	  	



  
 Provide Commerce’s UPS accounts
identified below shall be included in the agreement between United Parcel Service Inc. (Carrier) and Provide Commerce (Account): 
  
 The following accounts are eligible for incentives as specified in Addendum B: 
  

					
	 ACCOUNT

	  	 NAME AND ADDRESS

	  	 Commodity Tier **


			
	 [***]
	  	 	  	 

  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  
  

 Addendum A Page 2 of 11 








					
	 ACCOUNT

	  	 NAME AND ADDRESS

	  	 Commodity Tier **


	 [***]
	  	 	  	 

  

	*	If there is an account number for the same service included in another UPS agreement, such account number will be deemed deleted from such other agreement as of the effective date.


  

	**	The Commodity tier displayed is for Hundredweight outbound prepaid. For other Hundredweight Billing Options (third party, freight collect and consignee billing) please refer to the
Hundredweight service contract agreement. The stated commodity tier supercedes applicable provisions in Section 2 of the Hundredweight Service Contract Agreement. 

  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

 Addendum A Page 3 of 11 







  

			
	 Addendum B
 Incentives
	  	



  
 All incentives contained in this
Addendum B apply to the effective UPS rate at the time of shipment and shall be applied on a weekly basis unless otherwise specified.1 
  

			
	[***] - Incentives Off Effective Rates	  	N-[***]

  

			
	Weight	  	Zones
	 (lbs)

	  	 
	 1-150
	  	[***]

  
 Incentives effective from November 6,
2004 to January 29, 2005. Commitment levels for [***] are at least [***]. 
  
 The
incentives stated above apply to account numbers specified in Addendum A, Section 1, 2 
  

			
	[***] - Incentives Off Effective Rates	  	N-[***]

  

			
	Weight	  	Zones
	 (lbs)

	  	 
	 1-150
	  	[***]

  
 Incentives effective from November 6,
2004 to January 29, 2005. Commitment levels for [***] are at least [***]. 
  
 The
incentives stated above apply to account numbers specified in Addendum A, Section 1 
  

			
	[***] - Incentives Off Effective Rates	  	N-[***]

  

			
	Weight	  	Zones
	 (lbs)

	  	 
	 1-150
	  	[***]

  
 Incentives effective from November 6,
2004 to January 29, 2005. Commitment levels for [***] are at least [***]. 
  
 The
incentives stated above apply to account numbers specified in Addendum A, Section 2 
  

			
	[***] - Incentives Off Effective Rates	  	N-[***]

  

			
	Weight	  	Zones
	 (lbs)

	  	 
	 1-150
	  	[***]

  
 Incentives effective from February 5,
2005 to November, 3, 2007. Commitment levels for [***] are at least [***]. 
  
 The
incentives stated above apply to account numbers specified in Addendum A, Section 1, 2 
  

			
	[***] - Incentives Off Effective Rates	  	N-[***]

  

			
	Weight	  	Zones
	 (lbs)

	  	 
	 1-150
	  	[***]

  
 Incentives effective from February 5,
2005 to November 3, 2007. Commitment levels for [***] are at least [***]. 
  
 The
incentives stated above apply to account numbers specified in Addendum A, Section 1 
  

			
	[***] - Incentives Off Effective Rates	  	N-[***]

  

			
	Weight	  	Zones
	 (lbs)

	  	 
	 1-150
	  	[***]

  
 Incentives effective from February 5,
2005 to November 3,2007. Commitment levels for [***] are at least [***].  
  
 The incentives stated above apply to account numbers specified in Addendum A, Section 2 
  

			
	UPS [***] - Incentives Off Effective Rates	  	N-[***]

  

																					
	 	  	Zones


	 	  	[***]
	 [***]
	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 

  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

 Addendum B Page 4 of 11 







 Incentives effective from November 6, 2004 to January 29,2005. Commitment levels for UPS [***] are at least [***]. This
incentive shall also be extended to UPS [***]. The incentives stated above apply to account numbers specified in Addendum A, Section 1, 2 
  

			
	UPS [***] - Incentives Off Effective Rates	  	N-[***]

  

																					
	 	  	Zones


	 [***]
	  	[***]

  
 Incentives effective from February
5,2005 to November 3, 2007. Commitment levels for UPS [***] are at least [***]. This incentive shall also be extended to UPS [***]. 
  
 The incentives stated above apply to account numbers specified in Addendum A, Section 1, 2 
  

			
	UPS [***] - Incentives Off Effective Rates	  	N-[***]

  

																					
	 	  	Zones


	 [***]
	  	[***]

  
 Incentives effective from November
6,2004 to January 29,2005. Commitment levels for UPS [***] are at least [***]. This incentive shall also be extended to UPS [***]. 
  
 The incentives stated above apply to account numbers specified in Addendum A, Section 1, 2 
  

			
	UPS [***] - Incentives Off Effective Rates	  	N-[***]

  

																					
	 	  	Zones


	 [***]
	  	[***]

  
 Incentives effective from February 5,
2005 to November 3,2007. Commitment levels for UPS [***] are at least [***]. This incentive shall also be extended to UPS [***]. 
  
 The incentives stated above apply to account numbers specified in Addendum A, Section 1, 2 
  

			
	UPS [***] - Incentives Off Effective Rates	  	N-[***]

  

																					
	 Weight
 (lbs)

	  	Zones


	 1 and up
	  	[***]

  
 Incentives effective from November 6,
2004 to January 29, 2005. Commitment levels for UPS [***]are at least [***]. This incentive shall also be extended to UPS [***]. 
  
 The incentives stated above apply to account numbers specified in Addendum A, Section 1, 2 
  

			
	UPS [***]- Incentives Off Effective Rates	  	N-[***]

  

																					
	 Weight
 (lbs)

	  	Zones


	 1 and up
	  	[***]

  
 Incentives effective from February 5,
2005 to November 3, 2007. Commitment levels for UPS [***] are at least [***]. This incentive shall also be extended to UPS [***]. 
  
 The incentives stated above apply to account numbers specified in Addendum A, Section 1, 2 
  

			
	UPS [***]- Incentives Off Effective Rates	  	N-[***]

  

																					
	 Weight
 (lbs)

	  	Zones


	 1 and up
	  	[***]

  
 Incentives effective from November 6,
2004 to January 29, 2005. Commitment levels for UPS [***]are at least [***]. This incentive shall also be extended to UPS [***]. 
  
 The incentives stated above apply to account numbers specified in Addendum A, Section 1, 2 
  

			
	UPS [***]- Incentives Off Effective Rates	  	N-[***]

  

																					
	 Weight
 (lbs)

	  	Zones


	 1 and up
	  	[***]

  
 Incentives effective from February 5,
2005 to November 3, 2007. Commitment levels for UPS [***]are at least [***]. This inceptive shall also be extended to UPS [***]. 
  
 The incentives stated above apply to account numbers specified in Addendum A, Section 1, 2 
  

			
	UPS [***] - Incentives Off Effective Rates	  	N-[***]

  

															
	 	  	Zones


	 [***]
	  	[***]

  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

 Addendum B Page 5 of 11 







 Incentives effective from November 6, 2004 to January 29, 2005. Commitment levels for UPS [***] are at least [***]. This
incentive shall also be extended to UPS [***]. 
  
 The incentives stated above
apply to account numbers specified in Addendum A, Section 1, 2 
  

	*	Shipper agrees to comply with the restrictions required under the Private Express Statute in its UPS [***] letters. 

  

			
	UPS [***] - Incentives Off Effective Rates	  	N-[***]

  

			
	 	  	Zones


	 	  	 
	 [***]
	  	[***]

  
 Incentives effective from February 5,
2005 to November 3, 2007. Commitment levels for UPS [***] are at least [***]. This incentive shall also be extended to UPS Next Day Air Saver Letter FC Commercial. 
  
 The incentives stated above apply to account numbers specified in Addendum A, Section 1, 2 
  

	*	Shipper agrees to comply with the restrictions required under the Private Express Statute in its UPS [***] letters. 

  

			
	UPS [***]* - Incentives Off Effective Rates	  	N-[***]

  

			
	 	  	Zones


	 	  	 
	[***]	  	[***]

  
 Incentives effective from November 6,
2004 to January 29, 2005. Commitment levels for UPS [***] are at least [***]. This incentive shall also be extended to UPS [***]. 
  
 The incentives stated above apply to account numbers specified in Addendum A, Section 1, 2 
  

	*	Shipper agrees to comply with the restrictions required under the Private Express Statute in its UPS [***] letters. 

  

			
	UPS [***]* - Incentives Off Effective Rates	  	N-[***]

  

			
	 	  	Zones


	 	  	 
	 [***]
	  	[***]

  
 Incentives effective from
February 5, 2005 to November 3, 2007. Commitment levels for UPS [***] are at least [***]. This incentive shall also be extended to UPS [***]. 
  
 The incentives stated above apply to account numbers specified in Addendum A, Section 1, 2 
  

	*	Shipper agrees to comply with the restrictions required under the Private Express Statute in its UPS [***] letters. 

  

			
	UPS [***] - Incentives Off Effective Rates	  	N-[***]

  

			
	 Weight
 (lbs)

	  	Zones


	  	 
	 1 and up
	  	[***]

  
 Incentives effective from November 6,
2004 to January 29, 2005. Commitment levels for UPS [***] are at least [***]. This incentive shall also be extended to UPS [***] . 
  
 The incentives stated above apply to account numbers specified in Addendum A, Section 1, 2 
  

			
	UPS [***] - Incentives Off Effective Rates	  	N-[***]

  

			
	 Weight
 (lbs)

	  	Zones


	  	 
	 1 and up
	  	[***]

  
 Incentives effective from February 5,
2005 to November 3, 2007. Commitment levels for UPS [***] are at least [***]. This incentive shall also be extended to UPS [***]. 
  
 The incentives stated above apply to account numbers specified in Addendum A, Section 1, 2 
  

			
	UPS [***] - Incentives Off Effective Rates	  	N-[***]

  

			
	 Weight
 (lbs)

	  	Zones


	  	 
	 1 and up
	  	[***]

  
 Incentives effective from November 6,
2004 to January 29, 2005. Commitment levels for UPS [***] are at least [***]. This incentive shall also be extended to UPS [***]. 
  
 The incentives stated above apply to account numbers specified in Addendum A, Section 1, 2 
  

			
	UPS [***] - Incentives Off Effective Rates	  	N-[***]

  

			
	 Weight
 (lbs)

	  	Zones


	  	 
	 I and up
	  	[***]

  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

 Addendum B Page 6 of 11 







 Incentives effective from February 5, 2005 to November 3, 2007. Commitment levels for UPS [***] are at least [***]. This
incentive shall also be extended to UPS [***]. 
  
 The incentives stated above
apply to account numbers specified in Addendum A, Section 1, 2 
  

			
	UPS [***] - Incentives Off Effective Rates	  	N-[***]

  

			
	 	  	Zones


	 [***]
	  	[***]

  
 Incentives effective from November 6,
2004 to January 29, 2005. Commitment levels for UPS [***] are at least [***]. This incentive shall also be extended to UPS [***]. 
  
 The incentives stated above apply to account numbers specified in Addendum A, Section 1, 2 
  

	*	Shipper agrees to comply with the restrictions required under the Private Express Statute in its UPS [***] letters. 

  

			
	UPS [***] * - Incentives Off Effective Rates	  	N-[***]

  

			
	 	  	Zones


	 [***]
	  	[***]

  
 Incentives effective from February 5,
2005 to November 3, 2007. Commitment levels for UPS [***] are at least [***]. This incentive shall also be extended to UPS [***]. 
  
 The incentives stated above apply to account numbers specified in Addendum A, Section 1, 2 
  

	*	Shipper agrees to comply with the restrictions required under the Private Express Statute in its UPS [***] letters. 

  

			
	UPS [***] * - Incentives Off Effective Rates	  	N-[***]

  

			
	 	  	Zones


	 [***]
	  	[***]

  
 Incentives effective from November 6,
2004 to January 29, 2005. Commitment levels for UPS [***] are at least [***]. This incentive shall also be extended to UPS [***]. 
  
 The incentives stated above apply to account numbers specified in Addendum A, Section 1, 2 
  

	*	Shipper agrees to comply with the restrictions required under the Private Express Statute in its UPS [***] letters. 

  

			
	UPS [***] * - Incentives Off Effective Rates	  	N-[***]

  

			
	 	  	Zones


	 [***]
	  	[***]

  
 Incentives effective from February 5,
2005 to November 3, 2007. Commitment levels for UPS [***] are at least [***]. This incentive shall also be extended to UPS [***]. 
  
 The incentives stated above apply to account numbers specified in Addendum A, Section 1, 2 
  

	*	Shipper agrees to comply with the restrictions required under the Private Express Statute in its UPS [***] letters. 

  

			
	UPS [***] - Incentives Off Effective Rates	  	N-[***]

  

			
	 Weight
 (lbs)

	  	Zones


	  
	 1 and up
	  	[***]

  
 Incentives effective from November 6,
2004 to January 29, 2005. Commitment levels for UPS [***] are at least [***]. This incentive shall also be extended to UPS [***]. 
  
 The incentives stated above apply to account numbers specified in Addendum A, Section 1, 2 
  

			
	UPS [***] - Incentives Off Effective Rates	  	N-[***]

  

			
	 Weight
 (lbs)

	  	Zones


	  
	 1 and up
	  	[***]

  
 Incentives effective from February 5,
2005 to November 3, 2007. Commitment levels for UPS [***] are at least [***]. This incentive shall also be extended to UPS [***]. 
  
 The incentives stated above apply to account numbers specified in Addendum A, Section 1, 2 
  

			
	UPS [***] - Incentives Off Effective Rates	  	N-[***]

  

			
	 Weight
 (lbs)

	  	Zones


	  
	 1 and up
	  	[***]

  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  
  

 Addendum B Page 7 of 11 







 Incentives effective from November 6, 2004 to January 29, 2005. Commitment levels for UPS [***] are at least [***]. This
incentive shall also be extended to UPS [***]. 
  
 The incentives stated above
apply to account numbers specified in Addendum A, Section 1, 2 
  

			
	UPS [***] - Incentives Off Effective Rates	  	N-[***]

  

																					
	 Weight
(lbs)

	  	Zones


	  	 
	 1 and up
	  	[***]

  
 Incentives effective from February 5,
2005 to November 3, 2007. Commitment levels for UPS [***] are at least [***]. This incentive shall also be extended to UPS [***]. 
  
 The incentives stated above apply to account numbers specified in Addendum A, Section 1, 2 
  

			
	UPS [***] - Incentives Off Effective Rates	  	N-[***]

  

															
	 Weight
 (lbs)

	  	Zones


	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 1 - 5
	  	[***]
	 6 - 10
	  	[***]
	 11 - 20
	  	[***]
	 21 - 70
	  	[***]
	 71 - 150
	  	[***]

  
 Incentives effective from November 6,
2004 to January 29, 2005. Commitment levels for UPS [***] are at least [***]. This incentive shall also be extended to UPS [***]. 
  
 The incentives stated above apply to account numbers specified in Addendum A, Section 1, 2 
  

			
	UPS [***] - Incentives Off Effective Rates	  	N-[***]

  

															
	 Weight
 (lbs

	  	Zones


	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 1 - 5
	  	[***]
	 6 - 10
	  	[***]
	 11 - 20
	  	[***]
	 21 - 70
	  	[***]
	 71 - 150
	  	[***]

  
 Incentives effective from February 5,
2005 to November 3, 2007. Commitment levels for UPS [***] are at least [***]. This incentive shall also be extended to UPS [***]. 
  
 The incentives stated above apply to account numbers specified in Addendum A, Section 1, 2 
  

			
	UPS [***] - Incentives Off Effective Rates	  	N-[***]

  

															
	 Weight
 (lbs)

	  	Zones


	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 1 - 5
	  	[***]
	 6 - 10
	  	[***]
	 11 - 20
	  	[***]
	 21 - 70
	  	[***]
	 71 - 150
	  	[***]

  
 Incentives effective from November 6,
2004 to January 29, 2005. Commitment levels for UPS [***] are at least [***]. This incentive shall also be extended to UPS [***]. 
  
 The incentives stated above apply to account numbers specified in Addendum A, Section 1, 2 
  

			
	UPS [***] -Incentives Off Effective Rates	  	N-[***]

  

															
	 Weight
 (lbs)

	  	Zones


	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 1 - 5
	  	[***]
	 6 - 10
	  	[***]
	 11 - 20
	  	[***]
	 21 - 70
	  	[***]
	 71 - 150
	  	[***]

  
 Incentives effective from February 5,
2005 to November 3, 2007. Commitment levels for UPS [***] are at least [***]. This incentive shall also be extended to UPS [***]. 
  
 The incentives stated above apply to account numbers specified in Addendum A, Section 1, 2 
  

			
	UPS [***]	  	N-[***]

  
 UPS will apply the [***] factor below
for any package shipped using the indicated service to the indicated zone. All shippers, services and zones not specified will be billed using the [***] factor indicated in the UPS Rate and Service Guide effective at the time of shipment.

  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

 Addendum B Page 8 of 11 







 [***] 
 Incentives valid from November 6, 2004 to January 29, 2005. 
  
 The [***]
will apply to account numbers specified in Addendum A, Section 1, 2 
  

			
	UPS [***] 	 	N-[***]

  
 UPS will apply the [***] factor below
for any package shipped using the indicated service to the indicated zone. All shippers, services and zones not specified will be billed using the [***] factor indicated in the UPS Rate and Service Guide effective at the time of shipment.

  
 [***] 
  
 Incentives valid from February 5, 2005 to November 3, 2007. 
  
 The [***] Factor will apply to account numbers specified in Addendum A, Section 1, 2

  

			
	UPS [***] 	 	N-[***]

  
 UPS will apply the [***] factor below
for any package shipped using the indicated service to the indicated zone. All shippers, services and zones not specified will be billed using the [***] factor indicated in the UPS Rate and Service Guide effective at the time of shipment.

  
 [***] 
  
 Incentives valid from November 6, 2004 to January 29, 2005. 
  
 The [***] Factor will apply to account numbers specified in Addendum A, Section 1, 2

  

			
	UPS [***] 	 	N-[***]

  
 UPS will apply the [***] factor below
for any package shipped using the indicated service to the indicated zone. All shippers, services and zones not specified will be billed using the [***] factor indicated in the UPS Rate and Service Guide effective at the time of shipment.

  
 [***] 
  
 Incentives valid from February 5, 2005 to November 3, 2007. 
  
 The [***] Factor will apply to account numbers specified in Addendum A, Section 1, 2

  

			
	UPS [***]	 	N-[***]

  
 UPS will apply the [***] factor below
for any package shipped using the indicated service to the indicated zone. All shippers, services and zones not specified will be billed using the [***] factor indicated in the UPS Rate and Service Guide effective at the time of shipment.

  
 [***] 
  
 Incentives valid from November 6, 2004 to January 29, 2005. 
  
 The [***] Factor will apply to account numbers specified in Addendum A, Section 1, 2

  

			
	UPS [***] 	 	N-[***]

  
 UPS will apply the [***] factor below
for any package shipped using the indicated service to the indicated zone. All shippers, services and zones not specified will be billed using the [***] factor indicated in the UPS Rate and Service Guide effective at the time of shipment.

  
 [***] 
  
 Incentives valid from February 5, 2005 to November 3, 2007. 
  
 The [***] Factor will apply to account numbers specified in Addendum A, Section 1, 2

  
 Portfolio Tier Incentive 
  
 Each eligible package will receive an incentive per the following schedule based on a [***]
rolling average of eligible packages tendered to UPS. The band determination is based on the cumulative [***] (excluding accessorials and surcharges, unless otherwise specified). The incentives will be administered on a weekly basis. 
  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  
  

 Addendum B Page 9 of 11 








	
	 Service(s)


	 [***]


  

	[***]	The incentives shall also be extended to [***]. 

  
 Incentives effective from November 6, 2004 to January 29, 2005. The following additional products will be included in determining the appropriate [***]. 
  
 The incentives stated above apply to account numbers specified in Addendum A, Section 1, 2

  

	*	Shipper agrees to comply with the restrictions required under the Private Express Statute in its UPS [***] letters. 

  
 Minimum Net Charge 
  
 For each shipment, Customer agrees to pay the greater of the (a) net shipment charge based on the above incentives or (b) the minimum net
shipment charge. 
  

									
	 Service

	  	 Minimum Per

	  	 Zone

	  	 Base Rate

	  	 Adjustment


	 [***]
	  	[***]	  	[***]	  	[***]	  	 

  

							
				
	 Service

	  	 Minimum Per

	  	 Zone

	  	Minimum Net
Package Charge


	 [***]
	  	[***]	  	[***]	  	[***]

  
 Portfolio Tier Incentive

  
 Each eligible package will receive an incentive per the following
schedule based on a [***] rolling average of eligible packages tendered to UPS. The band determination is based on the cumulative [***] (excluding accessorial and surcharges, unless otherwise specified). The incentives will be administered on a weekly basis. 
  

	
	 Service(s)


	 [***]


  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

 Addendum B Page 10 of 11 








					
	 Service(s)

	  	 
	  	 	  	 
	 [***]
	  	 	  	 

  

	[***]	The incentives shall also be extended to [***] 

  
 Incentives effective from February 5, 2005 to November 3, 2007. The following additional products will be included in determining the appropriate [***] 
  
 The incentives stated above apply to account numbers specified in Addendum A, Section 1, 2

  

	*	Shipper agrees to comply with the restrictions required under the Private Express Statute in its [***] letters. 

  
 Minimum Net Charge 
  
 For each shipment, Customer agrees to pay the greater of the (a) net shipment charge based on the above incentives or (b) the minimum net
shipment charge. 
  

									
	 Service

	  	Minimum Per

	 	Zone

	 	Base
Rate

	 	Adjustment


	 [***]
	  	[***]	 	[***]	 	[***]	 	 

  

							
				
	 Service

	  	Minimum Per

	 	Zone

	 	 Minimum Net
 Package Charge


	 [***]
	  	[***]	 	[***]	 	[***]

  

	1.	Incentives are based on and derived from the most recently published list rates and adjusted periodically pursuant to the terms and conditions of the Carrier Agreement. Updated rate
charts will be made available to Customer in January of subsequent contract years by contacting your UPS account executive. 

  

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 Addendum B Page 11 of 11 







  
 

 
  
 Contract Carrier Agreement

 Addendum C 
 Terms
of Contract 
  
 Customer and UPS agree that the dates referenced in Addendum B
are week ending dates and that incentives will apply beginning the Monday of the applicable week. 
  
 Customer and UPS agree that the revenue tier calculation is not bound by individual service levels, and commitment levels by service are suggested levels required to reach the specific [***]. A [***] adjustment of
[***] for packages less than [***] will be added to this agreement effective January 3, 2005. 
  
 This addendum supersedes any previous addendum as of the effective date. 
  

											
	INITIAL & DATE	 	 	 	 
						
	By:	 	United Parcel Service :	 	 /s/ Illegible
	 	 	 	Account:	 	 MS 12/10/04


  
 This contract offer is void if an
executed copy is not returned to UPS by 01/08/05. 
  

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 Addendum C Page 1 of 1 







  
 ATTACHMENT A

 Shipper List 
  
 [***] 
  

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 ADDENDUM TO

  
 PROVIDE COMMERCE 
  
 UPS CARRIER AGREEMENT 
  
 Provide Commerce, Inc. including all of its subsidiaries (Customer), And United Parcel
Service, Inc. an Ohio corporation (UPS), hereby agree that the UPS Carrier Agreement (P960010845), effective 12/18/04, is amended as follows: 
  
 The following is added to the Carrier Agreement: 
  
 The Customer and UPS agree that payment of UPS invoices shall be due within [***] after receipt of each UPS invoice. A late payment fee, as described in the UPS Tariff
and UPS Terms and Conditions of Service (which are available at www.ups.com) in effect at the time of shipping, will be assessed if payment is not received by UPS within [***] of the invoice due date. 
  
 It is further agreed that except as amended hereby, the Agreement shall remain in full force
and effect. 
  
 This Agreement shall be considered withdrawn if not signed by both
parties on or before January 8, 2005 
  

									
	(Customer) PROVIDE COMMERCE	 	 	 	(Carrier) UNITED PARCEL SERVICE, INC.
					
	By:	 	 /s/ Mark Sottosanti
	 	 	 	By:	 	 /s/ Illegible

	 	 	(An Authorized Representative)	 	 	 	 	 	(An Authorized Representative)
					
	Title:	 	 SVP, Planning & Logistics
	 	 	 	Title:	 	 Account Manager

					
	Address:	 	 5005 Wateridge Vista Dr
	 	 	 	Address:	 	 7925 Ronson Rd

					
	 	 	 San Diego, Ca 92121
	 	 	 	 	 	 San Diego, Ca 92111

					
	Date Signed:	 	 12/10/04
	 	 	 	Date Signed:	 	 12/10/04

					
	 	 	 	 	 	 	Effective Date:	 	 12/18/04


  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.