UPS Capital Group Technology Agreement

Last Updated as of October 26, 2021

PLEASE CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT.

Welcome to UPS Capital Group’s Online Services. UPS Capital is a subsidiary of United Parcel Service, Inc. Subject to the terms and conditions in this Agreement, UPS Capital, on behalf of itself and its affiliates, including, but not limited to UPS Capital Insurance Agency, Inc., Parcel Pro, Inc., UPS Capital Versicherungsvermittlung GmbH, UPS Capital Insurance Agency Limited, and UPS Capital Canada Insurance Brokers, Limited (collectively, the “UPS Capital Group”, “we”, “us” or “our”) provides you with our Online Services, including the UPS Capital Online Portal, to enable you to interact with certain of our insurance and financial products and services (“Services”). The term “you” or the possessive, “your” or “yours” means, as applicable: (i) you as an individual, if you are entering into this Agreement as an individual on behalf of no other third party for your own personal use of the Online Services; or (ii) you as an individual and the business entity that is your employer or that you own or control, if you are accessing the Online Services as part of your responsibilities on behalf of such business entity. Exhibit A attached hereto contains a list of defined terms used in this Agreement and the meaning ascribed to each of those terms.

By indicating your acceptance, e.g., checking a box, clicking a button, or another mechanism demonstrating your acceptance (the earliest occurrence of which, the “Effective Date”), you confirm that you have read, fully understand and agree to be bound by the terms and conditions of this Agreement with us. From time to time, we may modify the terms and conditions of this Agreement. For example, we may update the terms and conditions of the Agreement to reflect changes to applicable law, changes to our Services, or changes to our Online Services. We will post notice of changes of the terms and conditions of this Agreement on our websites. Changes will not apply retrospectively, and they will become effective no sooner than fourteen (14) days after they are posted on our websites, unless such changes relate to new features or functionality of the Online Services or changes made for regulatory requirements or other compliance reasons, in which case, such changes will be effective immediately upon posting. If you do not agree to the modified terms and conditions of this Agreement, you must discontinue your use of the Online Services, in which case the changes will not apply to you and this Agreement shall be terminated. You can continue to use our Services without using the Online Services. If applicable law restricts certain amendments to an agreement pursuant to this paragraph, the amendments apply to you to the fullest extent permitted by applicable law.

You represent and warrant to us that you can form legally binding contracts under applicable law on behalf of yourself as an individual or, if you are a business entity, the business entity that is your employer or that you own or control, and that the you or the business entity accept(s) the terms and conditions of this Agreement. If at any time you are no longer able or authorized to form such contracts, you agree to notify us.

Section 1. Service Terms. The Online Services may be available to you and/or your customers in connection with Services provided under applicable agreements and/or insurance policies (collectively, the “Policy”). If you have entered into or are subject to such a Policy, the Policy continues to govern the Services. The scope of this Technology Agreement is strictly limited to the use of Online Services for purposes of administering the Services provided under and governed by the Policy. For example, dispute resolution provisions, to the extent contained in the Policy, govern how a dispute between you and us will be addressed as regards to the provision of the Services.

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

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

2.2 Access and Use of the API Technologies. If you receive API Technical Documentation from us and the required security elements such as a login ID and password, a token, or other credentials, during the Term, you are licensed to use the API Technical Documentation and you may access and use the API Technologies only to (a) develop software or a website (each an “Application”) and (b) order and manage delivery of the Services through such Application, and for each (a) and (b), only for your internal business purposes. For clarity, the license of this paragraph does not provide for the right to authorize or allow (x) third parties to use the Application or for your use of the Application for the benefit of a third party or (y) you to distribute the Application to a third party.

You may access any of the API Technologies from a country or territory that is not in a Restricted Territory. However, you acknowledge and agree that API Technologies will not return an intended result for every country or territory. You may refer to the applicable API Technical Documentation to determine for which country or territory each API Technology will return an intended result. Except as provided in Section 5 (Support Services), you shall provide all maintenance and support for your Application.

Upon written request, you shall provide to us, at our election, access to or a copy of the Application (and/or any update thereto) and the URL for each location of the Application on the Internet (if the Application is used or made available through the Internet) for the purpose of determining the Application’s compliance with the terms of this Agreement, including without limitation, API Technical Documentation. We may suspend access to the API Technologies without notice if we reasonably believe an Application is in violation of this Agreement.

When using the API Technologies, you will not sublicense access to any API Technology for use by a third party. Consequently, you will not create an Application that functions substantially the same as the API Technologies and offer it for use by third parties.

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

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

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

2.3 Online Services.

2.3.1 Use of Information. You may use Information, including information related to the Services, only for your business’ purposes in connection with receiving the Services. For example, you may create a shipment, track your shipment, submit a claim, retrieve claim status, or find invoice details. You may only disclose Information to your affiliates, agents, contractors, business partners and customers, in each case, on an as needed basis. If you do, it is your responsibility to ensure the recipients use the Information in accordance with this Agreement and, if applicable, the Policy, and any acts and omissions of such recipients that breach this Agreement shall be deemed your acts and omissions and you will be liable for such breach accordingly. You are not authorized to (a) disclose or use any Information to support any businesses directed to offering insurance and/or financial services, or (b) derive or develop information competitive to the UPS Capital Group using, or derive or develop products or services that use, the Information (e.g., rates and coverage comparison functionality).

2.3.2 Create and Track a Shipment (Including Return Shipments). Certain Online Services may allow you to manifest a shipment to be tendered to your designated shipping carriers and to track the shipment’s current status and delivery. You are responsible for providing all information required by applicable law and the applicable shipping carrier to complete the shipment manifest. You agree that you will be charged, either at an applicable UPS Capital account or a credit card you provide, for each completed request for a shipment through the Online Services, whether or not a label is subsequently printed or attached to a package that is tendered to the designated carrier. If the information you provide about a shipment using the Online Services is incomplete or inaccurate in any way, we may, but are not obligated to, complete or correct such information on your behalf and adjust the charges consistent with the Policy. You agree to pay all Additional Charges. If a payment for your shipment is made by use of a credit card, you expressly authorize us to assess and obtain any charges related to such shipment, including without limitation the Additional Charges, by use of the same credit card. Your payment will be processed consistent with the Policy.

2.3.3 Submit a Claim and Retrieve a Claim Status. Certain Online Services may allow you to submit a claim with Claims Documentation under the Policy for loss of or damage to your shipments and to retrieve the status of the claims you submit via the Online Services. By submitting Claims Documentation through the Online Services to support a claim of loss or damage: (a) you grant us the right to process and store this Claims Documentation for claim processing and related purposes, (b) you acknowledge that we may use or not use the Claims Documentation at our discretion in processing a claim, and (c) you grant us the right to retain, aggregate, manipulate, and use any and all data collected during the Claims process for the purpose of providing insurance and financial products and services in accordance with the UPS Capital Privacy Notice published at <https://upscapital.com>.

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

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

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

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

Section 3. Ownership

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

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

Section 4. Confidentiality. We consider the access credentials to Online Services, Information and API Technical Documentation as confidential information. Unless this Agreement or the Policy provides for different rights, you must not use, disclose or permit any person access to any of our confidential information during the Term and for a period of five (5) years after this Agreement 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 or injunctive relief. You must protect our confidential information with no less diligence than you protect your own confidential information, and in no event less than reasonable care. If disclosure of our confidential information is required under provisions of any law or court order, to the extent legally permissible you must notify us well in advance of such disclosure so we will have a reasonable opportunity to object to such disclosure.

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

Section 6. Your Account. If you have an Online Services account, 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 THE UPS CAPITAL PARTIES FOR ANY AND ALL DAMAGES INCURRED OR SUFFERED BY THE UPS CAPITAL PARTIES ARISING OUT OF OR IN CONNECTION WITH ANY USE OF OR ACCESS TO THE ONLINE SERVICES AND INFORMATION BY ANY PERSON THAT GAINS SUCH ACCESS THROUGH USE OF YOUR ACCOUNT, REGARDLESS OF WHETHER SUCH USE WAS AUTHORIZED BY YOU.

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

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

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

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

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

Section 8. Disclaimer of Warranties. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTY, SO THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU. THE AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. YOU AGREE AND ACKNOWLEDGE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND WARRANTY PROVIDED IN THIS AGREEMENT ARE FAIR AND REASONABLE.

We strive for the Online Services to provide helpful features and functionality to better support your experience with our Services, but we do not make promises about the Online Services. THE ONLINE SERVICES, INCLUDING ITS FEATURES, FUNCTIONALITY, INFORMATION, OTHER CONTENT, AND SUPPORT SERVICES, ARE PROVIDED “AS IS WITH ALL FAULTS” AND IN THEIR PRESENT STATE AND CONDITION. NO WARRANTY, REPRESENTATION, GUARANTEE, CONDITION, UNDERTAKING OR TERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO THE CONDITION, QUALITY, DURABILITY, ACCURACY, COMPLETENESS, PERFORMANCE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, QUIET ENJOYMENT, OR FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING OR USAGE FOR ACCESS TO AND USE OF THE ONLINE SERVICES, INCLUDING ITS FEATURES, FUNCTIONALITY, INFORMATION, OTHER CONTENT AND SUPPORT SERVICES, IS GIVEN OR ASSUMED BY US, AND ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. WE DO NOT WARRANT THAT DEFECTS IN THE ONLINE SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY UPS CAPITAL OR ANY UPS CAPITAL REPRESENTATIVESHALL CREATE A WARRANTY.

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

Section 9. Limitation of Liability. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON CERTAIN DAMAGES SUCH AS LIMITATIONS ON (I) INCIDENTAL OR CONSEQUENTIAL DAMAGES, (II) DAMAGES RESULTING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AND (III) DAMAGES RESULTING FROM PERSONAL INJURY OR DEATH. ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU AND ARE ONLY APPLICABLE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

THE UPS CAPITAL PARTIES SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, MULTIPLE, INCIDENTAL, OR SPECIAL DAMAGES, LOST PROFITS, LOSS OF DATA OR DATA USE, LOST SAVINGS, OR COSTS OF PROCURING SUBSTITUTE GOODS ARISING OUT OF YOUR USE OF THE ONLINE SERVICES, INCLUDING ITS FEATURES, FUNCTIONALITY, INFORMATION, OTHER CONTENT, OR SUPPORT SERVICES, DUE TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), DELICT, OR USE OF THE ONLINE SERVICES, INCLUDING SUPPORT SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

IN NO EVENT WILL THE UPS CAPITAL PARTIES’ LIABILITY FOR ANY DAMAGES (DIRECT OR OTHERWISE), PENALTIES OR LOSS RELATED TO OR ARISING FROM ACCESS AND USE OF THE ONLINE SERVICES, INCLUDING ITS FEATURES, FUNCTIONALITY, INFORMATION, OTHER CONTENT OR SUPPORT SERVICES, REGARDLESS OF THE FORM OF ACTION OR CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), DELICT OR OTHERWISE OF ANY TYPE, EXCEED, IN THE AGGREGATE, ONE THOUSAND UNITED STATES DOLLARS (USD $1,000) OR ITS LOCAL CURRENCY EQUIVALENT, ANY CLAIM FOR DAMAGES IN EXCESS THEREOF BEING HEREBY WAIVED BY YOU. CLAIMS NOT MADE WITHIN ONE (1) YEAR AFTER THE FIRST EVENT GIVING RISE TO A CLAIM SHALL BE DEEMED WAIVED. ANY CLAIMS RELATED TO THE SERVICES WILL BE ADDRESSED UNDER THE POLICY, IF APPLICABLE.

FOR THE AVOIDANCE OF DOUBT, THE PRESENTMENT OF THIS AGREEMENT MORE THAN ONCE TO YOU DOES NOT INCREASE THE UPS CAPITAL PARTIES’ TOTAL AGGREGATE LIABILITY ABOVE ONE THOUSAND UNITED STATES DOLLARS (USD $1,000) OR ITS LOCAL CURRENCY EQUIVALENT.

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

This Agreement becomes effective on the Effective Date and will remain in full force and effect for so long as you use our Online Services, unless earlier terminated as described below (the “Term”). You can terminate this Agreement by stopping use of the Online Services at any time. We may terminate this Agreement for convenience at any time by either posting the announcement on the Online Services or providing a written notice to you.

When this Agreement is terminated, you must immediately stop all access to and use of the Online Services. Sections 1, 3, 4, 6 (last sentence only), 8, 9, 10 (third paragraph only), 11.3-11.10, Exhibit A (Definitions) and Exhibit C (Dispute Resolution in the U.S. and Puerto Rico) and such other terms that by their nature should survive termination of this Agreement will survive the termination of this Agreement for any reason.

Section 11. Miscellaneous.

11.1 Export Control. You may not access or use the Online Services from a country or territory that is in a Restricted Territory or otherwise if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using the Online Services (including, but not limited to sanctions imposed by the United Nations or the European Union). You must comply with all U.S. or other applicable export and re-export restrictions (e.g., European Union, German, Italian, or French) in the country where you are using the Online Services that may apply to the Services. You will not use the Online Services to process or store any data that is subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State, or any equivalent legislation or regulations in force in the countries or territories in which you use the Online Services, including, but not limited to the Canada Controlled Goods Program administered by Public Works and Government Services Canada, the EU arms legislation (in particular the Directive (EU) 2021/555 of the European Parliament and of the Council of 24 March 2021 on control of the acquisition and possession of weapons), the German Arms Act (Waffengesetz), the provisions of the French Code of Defense relating to restricted warfare, weapons and ammunitions, the Italian Legislative Decree (“Decreto Legislativo”) No. 104 of August 10, 2018.

11.2 U.S. Government End Users. The Online Services qualify as “commercial items,” as that term is defined at Federal Acquisition Regulation 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation” (including any accompanying technical data) as such terms are used in 48 C.F.R. §12.212 and 48 C.F.R. §227.7202-3, regardless of whether the Online Services are delivered as a product or accessed by the U.S. Government end user in conjunction with a service. The use, duplication, reproduction, release, modification, disclosure or transfer of the Online Services and any data relating thereto or derived therefrom, is restricted in accordance with 48 C.F.R. §12.211, 48 C.F.R. §12.212, 48 C.F.R. §227.7102-2, and 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable. This is in lieu of, and supersedes, any Federal Acquisition Regulations (“FAR”), the Defense FAR Supplement (“DFARS”), or other agency supplemental clause or provision that addresses government rights in computer software or technical data. U.S. Government end users will acquire the Online Services with only those rights set forth in this Agreement. If the U.S Government end user has a need for rights not conveyed under the terms described in this Section, it must negotiate with UPS Capital to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable agreement to be effective. If this Agreement fails to meet the U.S Government end user’s needs, and the parties cannot reach a mutual agreement on terms for this Agreement, the U.S Government end user agrees to terminate its use of the Online Services and return any software or technical data delivered as part of the Online Services, unused, to UPS Capital.

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

11.4 Waiver and Severability of Provisions. No waiver of any provision of this Agreement will be effective without a written waiver for the specific purpose and scope. By law, you may have certain rights that cannot be limited by a contract like this Agreement. This Agreement is in no way intended to restrict those rights. If any part of this Agreement is deemed invalid or unenforceable, the rest of this Agreement will remain valid and enforceable to the fullest extent permitted by applicable law.

11.5 Governing Law; Dispute Resolution.

11.5.1 Except as set forth herein, to the fullest extent permitted by applicable law, this Agreement and any claim, case, or controversy arising out of or relating to this Agreement (whether for breach of contract, tort or otherwise) shall be governed by and construed in accordance with the laws of the State of New York in the United States, excluding (1) its conflict of law principles; (2) the United Nations Convention on Contracts for the International Sale of Goods; (3) the 1974 Convention on the Limitation Period in the International Sale of Goods; and (4) the Protocol amending the 1974 Convention, done at Vienna, April 11, 1980. THE EXCLUSIVE JURISDICTION FOR ANY CLAIM, CASE, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER FOR BREACH OF CONTRACT, TORT OR OTHERWISE) SHALL BE A FEDERAL OR STATE COURT IN ATLANTA, GEORGIA, AND THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND IRREVOCABLY WAIVE AND SHALL NOT ASSERT ANY DEFENSES BASED ON LACK OF IN PERSONAM JURISDICTION, IMPROPER VENUE OR INCONVENIENT FORUM. Notwithstanding the foregoing, if and to the extent subsequent separate or ancillary proceedings in another U.S. or foreign court are necessary in order to enforce a judgment of the court in Atlanta, Georgia, or otherwise as is necessary to provide complete relief and full resolution of all issues in dispute, the parties may institute such subsequent separate or ancillary proceedings in any such U.S. or foreign court, and the parties hereby consent to the non-exclusive jurisdiction of such court and hereby waive any defenses therein based on lack of in personam jurisdiction, improper venue or inconvenient forum. Notwithstanding anything herein to the contrary, UPS shall be entitled to interim relief or provisional remedies before any court having jurisdiction. You agree to the admissibility of computer records and electronic evidence in any dispute herein.

11.5.2 If you are a resident of or your registered office is located in the United States of America or Puerto Rico, any dispute arising out of this Agreement, or the breach thereof, shall be governed as set forth in Exhibit C (Dispute Resolution in the U.S. and Puerto Rico) attached hereto, and in the case of conflict or ambiguity between any provision contained in the body of this Agreement and any provision contained in Exhibit C, the provision contained in Exhibit C shall prevail if Exhibit C applies to you.

11.5.3 Notwithstanding the foregoing, if you have entered into or are subject to a Policy, the governing law and dispute resolution provisions under such Policy shall prevail and govern to the extent such provisions are applicable to any dispute arising out of or relating to the Services in connection with your use of the Online Services.

11.6 Notice. You can contact us by sending an email with your questions or comments regarding the use of the Online Services. If you are located in the U.S., please email us at isconnect@ups.com; if you are located in Canada, please email us at insureshieldca@ups.com; if you are located in the United Kingdom, please email us at risksolutionsuk@ups.com; if you are located in Germany, please email us at risksolutionsde@ups.com; if you are located in France, please email us at risksolutionsfr@ups.com; and if you are located in Italy, please email us at risksolutionsit@ups.com. For any legal notices, both you and we will use a notice protocol included in the Policy.

11.7 Language. Except where local law requires, consistent with valid entry into a binding agreement, the controlling language of this Agreement is English, and any translation you have received has been provided solely for your convenience. All correspondence and communications between you and UPS Capital Group under this Agreement must be in the English language. If you are a resident of or your registered office is located in Canada, then the foregoing two sentences of this section shall be null and void and replaced with the following: “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 qu’elles exigent que cette entente et tous les documents y afférents, soit pour le présent ou l’avenir, soient rédigés en langue anglaise seulement.”

11.8 Waiver: European Union Notices. You waive all notices, acknowledgements and confirmations relative to contracting by electronic means which may be required under Articles 10(1), 10(2), 11(1) and 11(2) of EU Directive 2000/31/EC as implemented in your jurisdiction (including, in the UK, which may be required by the equivalent provisions of the Electronic Commerce (EC Directive) Regulations 2002 as may be amended or replaced from time to time, following the UK’s exit from the European Union) in respect of your use of the Online Services. To the extent that you have a statutory right to withdraw from this Agreement in the first fourteen (14) days after your acceptance, you hereby expressly renounce the 14-day right of withdrawal in exchange of UPS Capital Group making Online Services available to you immediately upon entering in this Agreement.

11.9 Entire Agreement. This Agreement constitutes the entire understanding and agreement between you and us with respect to your access to and use of the Online Services.

11.10 Additional Country-specific Provisions. If you are a resident of or your registered office is located in one of the countries listed below, the respective terms below shall apply to you. In the case of conflict or ambiguity between any of the provision contained in this Section 11.10 and the remainder of this Agreement, the provisions contained in this Section 11.10 shall prevail if Section 11.10 applies to you.

(i) France. If you are a resident of or your registered office is located in France:

Restricted Territory. The definition of “Restricted Territory” in Exhibit A (Definitions) shall hereby be deleted in its entirety and replaced with the following:

“Restricted Territory means shall include those countries or territories subject to a comprehensive economic sanctions program administered by the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”) or the EU or to any other general prohibition on the use, exportation, or reexportation of the Online Services under U.S., Canada, France and EU sanctions or export control laws.”

(ii) Germany. If you are a resident of or your registered office is located in Germany:

Restricted Territory. The definition of “Restricted Territory” in Exhibit A (Definitions) shall hereby be deleted in its entirety and replaced with the following:

“Restricted Territory means those countries or territories subject to a comprehensive economic sanctions program administered by the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”) or the EU or to any other general prohibition on the use, exportation, or reexportation of the Online Services under U.S., Canada, Germany and EU sanctions or export control laws.”

Modifications of this Agreement. Para. 2 of the Preamble of this Agreement provides for the UPS Capital Parties’ right to modify the terms and conditions of this Agreement from time to time. For the avoidance of doubt, such unilateral right of modification does not apply to changes concerning the basis of the legal relations of the parties, which may be equivalent to the conclusion of a new contract. Any such fundamental changes are subject to your explicit consent.

Your Account. The last sentence of Section 6. (Your Account) shall hereby be deleted and replaced with the following:

“YOU SHALL, AT YOUR SOLE COST AND EXPENSE, INDEMNIFY AND HOLD HARMLESS THE UPS CAPITAL PARTIES FOR ANY AND ALL DAMAGES INCURRED OR SUFFERED BY THE UPS CAPITAL PARTIES ARISING OUT OF OR IN CONNECTION WITH ANY USE OF OR ACCESS TO THE ONLINE SERVICES AND INFORMATION BY ANY PERSON THAT GAINS SUCH ACCESS THROUGH USE OF YOUR ACCOUNT, TO THE EXTENT YOU ARE RESPONSIBLE (VERTRETEN MÜSSEN) FOR SUCH USE OR ACCESS.”

Limitation of Liability. Section 9. (Limitation of Liability) shall hereby be deleted and replaced with the following:

“Section 9. Limitation of Liability

9.1 The UPS Capital Parties shall be liable without limitation (i) in the event of willful misconduct or gross negligence, (ii) in the event that a defect is maliciously concealed, and (ii) in case of an injury to life, body or health.

9.2 In any other cases, the UPS Capital Parties’ liability for any damages arising from or in connection with the access and use of the Online Services, including its features, functionality, Information, other content or Support Services, shall not exceed, in the aggregate, one thousand United States Dollars (USD 1,000).

9.3 The limitation of liability under Section 9.2 above shall apply to all claims for damages, irrespective of the legal basis including claims for tort damages. The above limitation of liability also applies in the case of claims for your damages against the UPS Capital Parties’ employees, agents or bodies.

9.4 The limitation period for claims for damages shall be one (1) year from the date the claim arose and you became aware thereof.

9.5 Any claims related to the Services will be addressed under the Policy, if applicable.”

(ii) Italy. If you are a resident of or your registered office is located in Italy:

Limitation of Liability. Section 9. (Limitation of Liability) shall hereby be deleted and replaced with the following:

“Section 9. Limitation of Liability

9.1 The UPS Capital Parties shall be liable without limitation (i) in the event of willful misconduct or gross negligence, and (ii) in the event that this limitation is forbidden by mandatory provision of applicable law.

9.4 The limitation period for claims for damages shall be one (1) year from the date the claim arose and you became aware thereof.

9.5 Any claims related to the Services will be addressed under the Policy, if applicable.”

Approval of Clauses Pursuant to Articles 1341 and 1342 of the Italian Civil Code. The following Section 11.11 is hereby added as follows:

“11.11. Approval of Clauses Pursuant to Articles 1341 and 1342 of the Italian Civil Code. Pursuant to and by the effect of Articles 1341 and 1342 of the Italian Civil Code, you declare you have read, understood, and explicitly approve the following: 2.2 (Access to and Use of the API Technologies); 2.3.1 (Use of Information), 2.3.2 (Create and Track (Including Return Shipments), 2.3.5 (Upload Bulk Data), 2.3.6 (Third-Party Resources), 2.3.7 (Modifications), 4 (Confidentiality), 5 (Support Services), 6 (Your Account), 7 (Your Information), 8 (Disclaimer of Warranties), 9 (Limitation of Liability), 10 (Suspension, Term and Termination), 11.3 (Assignment), 11.4 (Waiver), 11.5 (Governing Law; Dispute Resolution), 11.8 (Waiver: European Union Notices).”

EXHIBIT A

DEFINITIONS

Additional Charges means, collectively, insurance service fees, transportation charges, financial service fees, duties, taxes, surcharges, governmental penalties and fines, storage charges, customs charges, charges incurred as a result of your failure or that of the consignee to provide proper documentation or to obtain a required license or permit, charges that are pre-paid by us, our legal costs, and any other expenses that are assessed or incurred in connection with your shipment created using the Online Services.

Agreement means, collectively, this UPS Capital Group Technology Agreement and all Exhibits referenced herein or therein and attached hereto, which are hereby incorporated by reference, as may be amended from time to time.

Application has the definition provided in the Section 2.2.

API Technologies means collectively, those API technologies identified in Exhibit B (Online Services).

API Technical Documentation means, collectively, any and all technical documentation, instructions, including any sample computer software code, for creating interfaces to access the API Technologies and any updates thereto.

Claims Documentation means, documentation such as images of damage and invoices and receipts to support the occurrence and value of any such loss or damage.

Digital Invoice has the definition provided in Section 2.3.4.

Effective Date has the definition provided in the preamble.

Hosted Services means collectively, those hosted services identified in Exhibit B (Online Services).

Information means information made available to you through the Online Services.

Insured Shipment Data has the definition provided in Section 2.3.5.

Online Services means the Hosted Services and the API Technologies.

Permitted Territory means for each Online Service those countries and territories associated with such Online Service on Exhibit B (Online Services).

Policy has the definition provided in the Section 1.

Restricted Territory means those countries or territories subject to a comprehensive economic sanctions program administered by the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”), the United Nations or European Union or to any other general prohibition on the use, exportation, or reexportation of the Online Services under U.S., Canada, United Kingdom sanctions or export control laws, or any other applicable sanctions or export control laws. Countries or territories subject to embargo or sanctions or export control laws can change at any time. For your convenient reference only, the following link provides information pertaining to such countries or territories: https://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.

Services has the definition provided in the preamble.

Support Providers has the definition provided in Section 5.

Support Services means technical support to help you use the Online Services.

Term has the definition provided in Section 10.

Third Party Resources means third-party websites and resources.

UPS Capital means UPS Capital Corporation.

UPS Capital Group has the definition provided in the preamble.

UPS Capital Parties means UPS Capital Group and its directors, officers, employees and representatives.

EXHIBIT B

ONLINE SERVICES

Hosted Service

upscapital.com

Service Details

Marketing Website
TUPPS Application (US only)
Flex Application (US only)

Permitted Territory

United States
Canada
Mexico
China
Hong Kong
Singapore
Thailand
Germany
France
Italy
Netherlands
Spain
United Kingdom

Hosted Service

parcelpro.com

Service Details

Marketing Website

Permitted Territory

United States
Hong Kong
Thailand
Germany
France
Italy
United Kingdom
Japan

Hosted Service

Digital File Transfer (FTP)

Service Details

Upload bulk data

Permitted Territory

United States
Canada
Germany
France
Italy
United Kingdom

Hosted Service

insureshield.com

Service Details

Marketing Website

Permitted Territory

United States
Canada
United Kingdom
Germany
Italy
France
Hong Kong

Hosted Service

UPS Capital^® Online Claims Portal

Service Details

Submit a claim and retrieve a claim status
Review policy information
Review billing information
Create a payee
Create a credit card payment plan
Guest claims submission for OnDemand customers
Guest claims submission for Channel Partner customers

Permitted Territory

United States
Canada
United Kingdom
Italy
France
Germany

Hosted Service

InsureShield^®OnDemand

Service Details

Single shipment insurance including credit card payment

Permitted Territory

United States

Hosted Service

InsureShield^®InstaQuote

Service Details

Create/display/update insurance quote(s)
Purchase (bind) shipping insurance policy(ies)

Permitted Territory

United States

Hosted Service

Parcel Pro Ship (parcelpro.com, upscapital.com, upscapitaluk.com)

Service Details

Create and track a shipment
Submit a claim
Retrieve a digital invoice
Upload bulk data
Pay invoices
Manage profile

Permitted Territory

United States
Germany
United Kingdom
Hong Kong

Hosted Service

InsureShield for Shopify

Service Details

Upload bulk data
Purchase (bind) shipping insurance policy(ies)
Modify select policy information

Permitted Territory

United States

API TECHNOLOGIES

Hosted Service

Transactional Cargo API (including Quote API, Purchase API, Confirm API, Invoice API, Payment Remittance API and Get Commodity API)

Service Details

Submit a claim and retrieve a claim status
Retrieve a digital invoice
Submit payment remittance
Quote shipment
Purchase coverage based on quote
Confirm shipment
Cancel coverage

Permitted Territory

United States
Canada
Germany
Italy
United Kingdom

Hosted Service

Parcel Pro APIs

Service Details

Create and track a shipment
Report shipments for coverage
View shipment history
Upload bulk data

Permitted Territory

United States

EXHIBIT C

DISPUTE RESOLUTION IN THE U.S. AND PUERTO RICO

Binding Arbitration of Disputes

Except as to disputes that qualify for state courts of limited jurisdiction (such as small claims, justice of the peace, magistrate court, and similar courts with monetary limits on their jurisdictions over civil disputes), you and UPS Capital Group agree that any controversy or claim, whether at law or equity, arising out of or related to this Agreement that arises in whole or in part in the United States or Puerto Rico, regardless of the date of accrual of such dispute, shall be resolved in its entirety by individual (not class-wide nor collective) binding arbitration.

Arbitration is the submission of a dispute to a neutral arbitrator, instead of a judge or jury, for a final and binding decision, known as an “award.” Arbitration provides for more limited discovery than in court, and is subject to limited review by courts. Each party has an opportunity to present evidence to the arbitrator in writing or through witnesses. An arbitrator can only award the same damages and relief that a court can award under the law and must honor the terms and conditions in this Agreement. You and UPS Capital Group agree that their sole relationship is a contractual one governed by this Agreement.

Institutional Arbitration

The arbitration shall be conducted by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes (the “AAA Rules”), and judgment on the award may be entered in any court of competent jurisdiction. The AAA Rules, including instructions for how to initiate arbitration, are available at https://www.adr.org. The arbitrator shall decide all issues of the case on the basis of the applicable law, not equity. If you initiate arbitration, you must serve UPS Capital’s registered agent for service of process, Corporation Service Company, which has locations in every state. Information also can be found on the website of your local Secretary of State.

Any arbitration under this Agreement will take place on an individual basis; class, mass, consolidated or combined actions or arbitrations or proceeding as a private attorney general are not permitted. You and UPS Capital Group each waives the right to trial by jury. You and UPS Capital Group further waive the ability to participate in a class, mass, consolidated or combined action or arbitration.

Place of Arbitration/Number of Arbitrators/Costs of Arbitration

Any arbitration will take place in the county where you reside and will be determined by a single arbitrator. Any filing fee or administrative fee required of you by the AAA Rules shall be paid by you to the extent such fee does not exceed the amount of the fee required to commence a similar action in a court that otherwise would have jurisdiction. For all non-frivolous complaints, UPS Capital Group will pay the amount of such fee in excess of that amount. The arbitrator will allocate the administrative costs and arbitral fees consistent with the applicable rules of the AAA. Reasonable attorney’s fees and expenses will be allocated or awarded only to the extent such allocation or award is available under applicable law.

All issues are for the arbitrator to decide, except that issues relating to the scope, application, and enforceability of the arbitration provision are for a court to decide. The Federal Arbitration Act governs the interpretation and enforcement of this provision.

Severability

Notwithstanding anything to the contrary in the AAA Rules, if any part of this arbitration provision is deemed invalid or ineffective for any reason, this shall not affect the validity or enforceability of the remainder of this arbitration provision, and the arbitrator shall have the authority to amend any provisions deemed invalid or ineffective to make the same valid and enforceable.

Desk Arbitration

For all disputes concerning an amount less than fifteen thousand dollars ($15,000.00), the parties shall submit their arguments and evidence to the arbitrator in writing and the arbitrator shall make an award based only on the documents; no hearing will be held unless the arbitrator in his or her discretion, and upon request of a party, decides it is a necessity to require an in-person hearing. For a dispute governed by the AAA Consumer-Related Disputes Supplementary Procedures, and concerning an award between fifteen thousand dollars ($15,000.00) and fifty thousand dollars ($50,000.00), inclusive, UPS Capital Group shall pay your filing fee under the AAA Rules, provided that you agree that each party shall submit their arguments and evidence to the arbitrator in writing and that the arbitrator shall make an award based only on the documents, without a hearing being held. Notwithstanding this provision, the parties may agree to proceed with desk arbitration at any time.

Access to Small Claims Courts

All parties shall retain the right to seek adjudication in a state court of limited jurisdiction, such as small claims, justice of the peace, magistrate court, and similar courts with monetary limits on their jurisdiction over civil disputes, for individual disputes within the scope of such court’s jurisdiction.

Acknowledgements

YOU AND UPS CAPITAL GROUP ACKNOWLEDGE AND AGREE THAT EACH PARTY WAIVES THE RIGHT TO:

(a) HAVE A TRIAL BY JURY TO RESOLVE ANY DISPUTE ALLEGED AGAINST YOU, UPS CAPITAL GROUP OR RELATED THIRD PARTIES;

(b) HAVE A COURT, OTHER THAN A STATE COURT OF LIMITED JURISDICTION AS DEFINED ABOVE, RESOLVE ANY DISPUTE ALLEGED AGAINST YOU, UPS CAPITAL GROUP OR RELATED THIRD PARTIES;

(c) HAVE A COURT REVIEW ANY DECISION OR AWARD OF AN ARBITRATOR, WHETHER INTERIM OR FINAL, EXCEPT FOR APPEALS BASED ON THOSE GROUNDS FOR VACATUR EXPRESSLY SET FORTH IN SECTION 10 OF THE FEDERAL ARBITRATION ACT; AND

(d) SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, JOIN AS A CLASS MEMBER, AND/OR TO PARTICIPATE AS A MEMBER OF A CLASS IN ANY CLASS, MASS, CONSOLIDATED OR COMBINED ACTION OR ARBITRATION FILED AGAINST YOU, UPS CAPITAL GROUP AND/ OR RELATED THIRD PARTIES.

Award

The arbitrator may award money or equitable relief in favor of only the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. Similarly, an arbitration award and any judgment confirming it apply only to that specific case; it cannot be used in any other case except to enforce the award itself. To reduce the time and expense of the arbitration, the arbitrator will not provide a statement of reasons for his or her award unless a brief explanation of the reasons is requested by one of the parties. Unless both you and UPS Capital Group agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative, private attorney general or class proceeding.

Confidentiality of Arbitration

Notwithstanding anything to the contrary in the AAA Rules, UPS Capital Group and you agree that the filing of arbitration, the arbitration proceeding, any documents exchanged or produced during the arbitration proceeding, any briefs or other documents prepared for the arbitration, and the arbitral award shall all be kept fully confidential and shall not be disclosed to any other party, except to the extent necessary to enforce this arbitration provision, arbitral award or other rights of the parties, or as required by law or court order. This confidentiality provision does not foreclose the AAA from reporting certain consumer arbitration case information as required by state law.

UPS Capital Group Technology Agreement

UPS Capital Group Technology Agreement

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