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FedEx End User License Agreement
(3rd Party Hosted)
THIS INTRODUCTION USES TERMS DEFINED IN SECTION 1, “DEFINITIONS” BELOW. PLEASE CONFER WITH THAT SECTION WHEN READING THIS
INTRODUCTION.
THIS FEDEX END USER LICENSE AGREEMENT (“EULA”) GIVES EACH OF US CERTAIN
RIGHTS AND RESPONSIBILITIES. THIS EULA INCORPORATES, BY REFERENCE, OTHER
TERMS AND CONDITIONS, POLICIES AND NOTICES TO FORM THE AGREEMENT (AS
DEFINED BELOW).
YOU WILL BE LIMITING YOUR REMEDIES BY AGREEING TO THE AGREEMENT.
YOU WILL BE ASSUMING FULL AND SOLE RESPONSIBILITY FOR ALL ACCESS AND USE
OF THE FEDEX TECHNOLOGY AND CONFIDENTIAL INFORMATION (EACH OF THOSE
TERMS ARE DEFINED BELOW).
ALL ACCESS TO AND USE OF FEDEX TECHNOLOGY IS AT YOUR OWN AND SOLE COST,
EXPENSE AND RISK.
PLEASE READ THE AGREEMENT CAREFULLY.
THE AGREEMENT GOVERNS THE USE OF FEDEX TECHNOLOGY AVAILABLE THROUGH THE APPLICATION
(AS DEFINED BELOW). IN ORDER TO ACCESS AND USE THE FEDEX TECHNOLOGY, YOU MUST AGREE TO
AND ABIDE BY THE AGREEMENT.
THE CONSENT TO BE BOUND BY THE AGREEMENT (AND ANY MODIFICATION TO THE AGREEMENT) IS
ACKNOWLEDGED BY CLICKING THE “I ACCEPT” OR "ADD ACCOUNT" BUTTON SET FORTH BELOW. IF YOU
ARE ENTERING INTO THE AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU
REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH LEGAL ENTITY AND, IF APPLICABLE,
ITS AFFILIATES, TO THE AGREEMENT.
ONCE ACKNOWLEDGED, THIS DOCUMENT WILL CONSTITUTE A LEGAL AGREEMENT BETWEEN FEDEX (AS
DEFINED BELOW) AND YOU (AS DEFINED BELOW) GOVERNING ACCESS TO AND USE OF FEDEX
TECHNOLOGY MADE AVAILABLE OR ACCESSED VIA THE APPLICATION.
IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS
OF THE AGREEMENT, YOU MUST NOT ACCEPT THIS EULA, AND YOU MAY NOT ACCESS OR USE THE
FEDEX TECHNOLOGY MADE AVAILABLE VIA THE APPLICATION AND WILL NOT BE AUTHORIZED TO
ACCESS OR USE THE FEDEX TECHNOLOGY OR THE FEDEX SERVICES (AS DEFINED BELOW) AVAILABLE
THROUGH THE APPLICATION.
PLEASE NOTE THAT ACCESS TO SOME ELEMENTS OF THE FEDEX TECHNOLOGY OR FEDEX SERVICES
MAY REQUIRE FURTHER REGISTRATION PROCESS(ES). ADDITIONAL ACCESS AND USAGE PERMISSIONS
WILL BE PROVIDED, BY FEDEX IN ITS SOLE DISCRETION, ONLY UPON COMPLETION OF ADDITIONAL
REGISTRATION PROCESS(ES), AS APPLICABLE.
.
A COPY OF THIS EULA SHOULD BE RETAINED FOR FUTURE REFERENCEPage 2 of 11
FedEx Confidential
FedEx Form No. 2002382 v 4 June 2024 Rev
For good and valuable consideration of the mutual promises and obligations set out below, the sufficiency of which the
Parties hereby acknowledge and confirm, FedEx and You acknowledge and agree as follows:
Key Definitions.
(a)
“Agreement” will mean the then current version of: (1) the terms and conditions set forth in the EULA (2) all other
terms and conditions applicable to FedEx APIs (as defined below) including, those terms and conditions contained
in or presented in connection with all manuals, policies, procedures or other materials provided by FedEx which are
applicable to APIs); (3) the terms and conditions at fedex.com; and, (4) applicable FedEx privacy policy
and/or privacy notice, a copy of which is available by request or by download in Your country or territory of choice
at www.fedex.com, which is supplementary to, and shall be read together with, the FedEx Global Privacy Policy
and Privacy Notice, available here. Any and all of the foregoing may be updated, revised, replaced, supplemented
or otherwise modified by FedEx or its affiliates in its sole discretion at any time and such modification will be effective
when FedEx posts a revised version at the URL address of the prior terms and conditions (or, such other URL
address as FedEx may indicate at the URL address of the prior terms and conditions).
(b)
“Application” means software program(s) that are made available to You by the Application Provider as a software
service and provide access to FedEx Technology in order for You to request FedEx Services.
(c)
“Application Provider” means You or the licensor or provider of the Application to You.
(d)
“Beta Materials” means products and services that (i) otherwise qualify as FedEx APIs and/or Materials but have
not been released by FedEx for general, commercial use in relation to FedEx Services; and, (ii) are considered, by
FedEx, to be under development but which FedEx is releasing, in a limited manner, for testing and evaluation
purposes in order to receive Feedback.
(e)
“Feedback” means any comments, suggestions, know-how, ideas, improvements, or other feedback regarding
FedEx Technology or FedEx Services.
(f)
“FedEx” means (Federal Express Corporation, unless otherwise indicated in this Agreement or the applicable
documentation.
(g)
“FedEx APIs” or “APIs” means those application programing interfaces made available by FedEx which, via an
Application, facilitate the request of FedEx Services by You.
(h)
“FedEx Competitor(s)” means carriers, couriers or other entities involved in the pickup, consolidation, transportation,
delivery or logistical movement of documents, packages or freight aside from FedEx and its affiliates.
(i)
“FedEx Services” means shipping or print services (or services relating to shipping or print services) offered, from
time to time, by FedEx or its affiliates as such services are described in the applicable Service Offering.
(j)
“FedEx Systems” means those internal FedEx technology resources (e.g., computers, servers, networks, etc.) which
accept, process and transmit, via FedEx APIs, information and data regarding Your requests for FedEx Services.
(k)
“FedEx Technology” means each of the following (both individually and collectively): the FedEx APIs, FedEx
Systems, FedEx Webhooks, Materials, and Beta Materials.
(l)
“FedEx Webhooks” are those FedEx APIs which, when enabled by FedEx, allow You to register to receive data
updates from FedEx based on the occurrence of agreed upon events
(m) “Materials” means text, tools, graphics, content, manuals, software (including, sample code), specifications,
instructions, technical resources or other materials, data or information distributed or made available by FedEx in
connection with FedEx APIs or FedEx Systems.
(n)
“Service Offering” means (1) the terms and conditions at fedex.com, as applicable; (2) the then current FedEx
Service Guide (the “Service Guide”), a copy of which is available by request or by download in Your country or
territory of choice at fedex.com; (3) the current FedEx Freight 100 Series Tariff (“FXF 100 Series Tariff”), a copy of
which is available by download in Your country or territory of choice at fedex.com; (4) applicable FedEx privacy policy
and/or privacy notice, a copy of which is available by request or by download in Your country or territory of choice
at fedex.com, which is supplementary to, and shall be read together with, the FedEx Global Privacy Policy
and Privacy Notice, available here; and (5) the terms and conditions set forth on any FedEx airway bill, bill of lading Page 3 of 11
FedEx Confidential
FedEx Form No. 2002382 v 4 June 2024 Rev
or shipping label. Any and all of the foregoing may be updated, revised, replaced, supplemented or otherwise
modified by FedEx or its affiliates in its sole discretion at any time and such modification will be effective when FedEx
posts a revised version at the URL address of the prior terms and conditions (or, such other URL address as FedEx
may indicate at the URL address of the prior terms and conditions) or makes the updated airway bill, bill of lading or
shipping label available.
(o)
“Trade Control Laws” means restrictions and controls imposed by export control and economic sanctions laws and
regulations of (1) the United States, including but not limited to the U.S. Export Administration Regulations,
International Traffic in Arms Regulations, and economic sanctions programs maintained by the U.S. Treasury
Department’s Office of Foreign Assets Control; and, (2) any other applicable jurisdictions
(p)
“You” means (i) the person executing this EULA, if done in a personal capacity; and, (ii) if done in Your professional
capacity, any company or other legal entity (e.g., sole proprietorship, partnership, corporation, limited liability
company, etc.), all as indicated in the account and registration information that You provide when registering for your
FedEx account number. In no event does “You” include a FedEx Competitor even if such FedEx Competitor
otherwise qualifies as “You” under this definition. “Your” is the possessive of “You.”
With respect to the definitions of Beta Materials, FedEx APIs (or APIs), FedEx Systems, and Materials, each of those
definitions also include any updates, upgrades, improvements, enhancements, replacements or other modifications to such
items as, when, and if any such modification to an item is made available by FedEx. To the extent updates, upgrades,
enhancements, bug-fixes or other modifications improvements, enhancements, replacements or other modifications to such
items (both, individually and collectively, “Modifications”) are made available to You, such Modifications shall be
considered a part of FedEx Technology and provided subject to the terms and conditions of the Agreement.
Section 1. License Grant and Restrictions
(a)
Subject to the terms and conditions of the Agreement, FedEx grants You a non-exclusive, royalty-free, non
assignable, non-transferable, limited, revocable license, without the right to grant sublicenses, solely to (i) access
and use those Materials integrated into and made accessible to You as a part of the Application made available
(remotely) to You by the Application Provider (and solely as such Materials are integrated into the Application)
solely to access FedEx APIs and request available FedEx Services (which may include, as the case may be,
functionality enabling You to label, rate, route, record, track and invoice shipments tendered to FedEx or its affiliates
for carriage on behalf of You); (ii) allow Your retail customers to remotely access and use those Materials
integrated into and made accessible to You as a part of the Application made available (remotely) to You by the
Application Provider (and solely as such Materials are integrated into the Application) for the sole purpose of
conducting e-commerce transactions with You that utilize FedEx Services but solely FedEx Services occurring
under Your FedEx account number(s); and, (iii) access and use those Beta Materials integrated into and made
accessible to You as a part of an Application made available (remotely) to You by the Application Provider (and
solely as such Beta Materials are integrated into the Application) solely to access FedEx APIs for test and
development purposes. FedEx Technology is not licensed for any other purpose(s), express or implied,
whatsoever. For the avoidance of doubt, access and use by retail customers does not extend to third party shippers
or resellers or consolidators of shipping or shipping related services. Except as may be expressly permitted by a
separate written agreement between FedEx and You, use of FedEx Technology to perform or order FedEx
Services by or for the benefit of such parties is prohibited.
(b)
Restrictions.
(i)
The license does not permit, and You will not (and will not permit any employee or other third party to):
1.
reverse engineer, decompile, disassemble, or translate FedEx Technology;
2.
apply any procedure or process to FedEx Technology in order to ascertain, derive, and/or
appropriate for any reason or purpose, the source code or source listings for FedEx Technology or
any trade secret or confidential information or process contained in FedEx Technology;
3.
remove, obscure, modify, or otherwise change any product identification, trademark, confidentiality,
proprietary, copyright or other legends or notices contained in or on, or available through, FedEx
Technology or Confidential Information;
4.
transfer FedEx Technology or the license, all whether in whole or in part, or grant any rights in
FedEx Technology or the license, all whether in whole or in part by sublicense or otherwise;Page 4 of 11
FedEx Confidential
FedEx Form No. 2002382 v 4 June 2024 Rev
5.
except as expressly authorized in, and in accordance with, Section 1(a) of this EULA, provide, rent,
lease, lend, or otherwise use or allow others to use or have access to FedEx Technology, the
Application, or any portion thereof;
6.
disseminate or disclose performance information or analysis (including, benchmarks) relating to
FedEx Technology or FedEx Service without the prior written consent of FedEx;
7.
except as expressly authorized in, and in accordance with, Section 1(a) of this EULA, use or display
(including, doing either on a stand-alone basis (i.e., not as integrated with the Application)) any
FedEx Technology;
8.
reproduce or distribute FedEx Technology, in whole or in part;
9.
except as expressly authorized in, and in accordance with, Section 1(a) of this EULA use FedEx
Technology for the benefit of any other party, absent a written agreement with FedEx permitting
such use;
10.
access or use FedEx APIs except through the Materials contained in the Application;
11.
access or use FedEx Systems except through FedEx APIs;
12.
access, use or permit Your retail customers to access or use FedEx Technology in a manner
inconsistent with Section 20 of this Agreement, including permitting use or access to FedEx
Technology by persons subject to restriction under U.S. Trade Control Laws or,
13.
modify or create derivative works of FedEx Technology.
14. Use the Application to provide service bureau, time-sharing, software as a service or other
computer software or database services to or for the benefit of third parties; or,
15.
Use the FedEx Technology or Application to perform or order FedEx Services by or for the
benefit of third parties. For the avoidance of doubt, the functionality available through the
Application (e.g., that which enables You to label, rate, route, record, track and invoice) may
only be used by You for shipments tendered to FedEx for carriage on behalf of You unless
expressly permitted by a separate written agreement between FedEx and You
(ii)
You shall promptly notify FedEx in writing upon discovery of any unauthorized use of FedEx Technology.
FedEx may prevent access to or use of FedEx Technology if FedEx has reason to believe that (a) You or
a third party using FedEx Technology licensed to You may be involved in potential unauthorized use of or
other infringement of FedEx’s proprietary rights or (b) You or Your use of FedEx Technology is in violation
of the Agreement.
(c)
As between You and FedEx, all worldwide rights, title and interests, including, intellectual property and other
proprietary rights, in and to any FedEx Technology (including, any derivative works thereof), are owned solely and
exclusively by FedEx. FedEx is not selling or otherwise transferring title in any FedEx Technology to You. You will
not take any action inconsistent with FedEx’s interest in any FedEx Technology. Except for the express licenses
granted in this EULA, FedEx reserves all right, title and interest, including all intellectual property and other
proprietary rights, in and to FedEx Technology (including, any derivative works thereof).
(d) In relation to any data provided by You or through You, in connection with any FedEx Technology (including, any
derivative works thereof), FedEx Services and/or otherwise, You warrant, represent, and undertake that You
have complied with all applicable privacy and data protection laws including obtaining all necessary consent or
legal ground for the usage, processing or provision of such data, and providing the relevant data subject with all
necessary information in connection with the collection, transfer and processing of such data, and agrees that the
use of any FedEx Technology (including, any derivative works thereof), and/or FedEx Services, including in
relation to the collection, storage and use of personal information, shipping data and related information, is subject
to the applicable FedEx privacy policy and/or privacy notice in the applicable country or territory, which is
supplementary to, and shall be read together with, the FedEx Global Privacy Policy and Privacy Notice, available
at www.fedex.com/en-us/trust-center/privacy.html. You shall indemnify FedEx, its agents, contractors, employees
and affiliates in respect of all costs, claims, damages and expenses suffered or incurred by the same, arising out
of or in connection with Your failure to comply with the foregoing.Page 5 of 11
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FedEx Form No. 2002382 v 4 June 2024 Rev
(e) In addition to the fedex.com Terms of Use, the following additional terms and conditions govern the access and
use of FedEx Webhooks to request information updates regarding shipments ("Webhooks Updates"). FedEx
authorizes You to request Webhooks Updates for a shipment for which You are the shipper, recipient or third-party
payor and You agree to only request Webhooks Updates for a shipment for which You are the shipper, recipient,
or third-party payor subject to this Agreement. FedEx, in its sole discretion, may provide Webhooks Updates for
shipments for which You provide a tracking number but You are not the shipper, recipient or third-party payor; but,
You are not authorized to, and You will not, request Webhooks Updates on behalf of third-parties. In the event
FedEx elects to provide You with information for a shipment for which You are not the shipper, recipient or third
party payor, the Webhooks Update may provide limited and reduced information regarding the shipment. In all
events, You acknowledge and agree that Webhooks Updates are the private property of FedEx, are provided to
You free of charge and that any use of Webhooks Updates information is at Your sole risk. Webhooks Updates
are provided "AS IS" and FedEx disclaims all Warranties or conditions, express or implied.
Section 2. Use and Support of FedEx Technology.
(a)
You will follow FedEx's instructions, including those provided in FedEx Technology and/or documentation, provided
from time to time, for access and use of FedEx Technology. You are solely responsible for providing and
maintaining all hardware necessary to access and use the Application, including FedEx Technology. Access to
the internet is required to utilize FedEx Technology. You are solely responsible for obtaining access to the internet.
You shall provide FedEx with on-demand remote access to the Application so that FedEx may access the
Application, from time to time, in order to configure the Materials, upload, install and configure Modifications,
recover FedEx Services and related data, and/or download rating and routing information and/or disable the
Materials and/or access to or use of other FedEx Technology in the event Your license is terminated. FedEx may,
make Modifications at any time for any reason. You hereby consent to all such Modifications. In the event FedEx
is unable to establish communication with Your systems for reasons not attributable to FedEx, You will assist
FedEx within a commercially reasonable time to initiate such communication. If the FedEx Services available to
You through the Application include shipping transaction functionality, You will complete an End of Day Close
Process as required by FedEx to ensure FedEx shipping transactions are uploaded to FedEx at the close of each
business day.
(b)
FedEx, in its sole discretion, may repair, modify, replace or remove the Materials, or other FedEx Technology, in
the event of any issues with the Application (“Limited Support Services”). Except for such Limited Support
Services, FedEx does not commit to provide any maintenance or support regarding FedEx Technology.
(c)
The Application and services (e.g., maintenance, support, hosting, etc.) related to the Application are not provided
by FedEx or its affiliates. It is Your sole responsibility to arrange with the Application Provider for any and all
warranties, maintenance, support, and any other requirements and remedies arising out of Your access and use
of the Application. Therefore, You waive any and all claims against FedEx and its affiliates arising from or relating
to Your access to or use of (or inability to access or use) the Application or the other services provided by the
Application Provider. You acknowledge that use of certain Applications or services may require You to modify
Your internal computer systems from time to time. You will make such modifications at Your own expense pursuant
to the instructions provided by FedEx or Application Supplier.
(d)
In the event You elect to communicate to FedEx any Feedback, FedEx will own, exclusively and solely, all right,
title, and interest (including, all intellectual property and other proprietary rights) in and to the same, even if You
have designated the Feedback as confidential. FedEx will be entitled to use the Feedback without restriction or
further compensation to You. You hereby irrevocably assign all right, title and interest (including, all intellectual
property and other proprietary rights) in and to the Feedback to FedEx and will provide such assistance as FedEx
may require in order to document, perfect, and maintain its rights in and to the Feedback.
Section 3. Termination. This EULA, and the Agreement, is effective until terminated by either party. The Agreement will
terminate independently without notice to You if You fail to comply with any provision of the Agreement or any instructions
regarding FedEx Technology. Without limiting the generality of the foregoing, Your failure to implement Modifications (or
allow FedEx to implement Modifications), is a failure to comply with the Agreement which will result in independent
termination of the Agreement. As an accommodation to You, FedEx may elect to suspend Your access to and use of
FedEx Technology unless and until You remedy any failure to comply with the Agreement. In such event, FedEx is not
waiving its right to terminate the Agreement for such compliance failure; and, for the avoidance of doubt, FedEx may
terminate the Agreement for such compliance failure even if you are able to remedy the failure. FedEx reserves the right
to unilaterally terminate the Agreement and access to and use of FedEx Technology and any services offered through
FedEx Technology, at any time and for any or no reason, upon notice to You. Such termination will not be a breach of the
Agreement. FedEx will have no liability for termination of the Agreement pursuant to this provision. You may terminate the
Agreement at any time and for any or no reason upon thirty (30) days written notice to FedEx. Such termination by You will Page 6 of 11
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FedEx Form No. 2002382 v 4 June 2024 Rev
not be a breach of the Agreement. Upon termination, all licenses granted by the Agreement will terminate immediately.
Upon termination, You must: (i) cease all access to and use of any FedEx Technology and other Confidential Information
and destroy all copies thereof made by You in connection with Your use of the Application; and, (ii) upon instruction of
FedEx, in its sole discretion, remove any and all Materials from Your Application.
Section 4. Terms and Conditions of Carriage. To the extent applicable to the FedEx Services available to You through
the Application:
(a)
You agree that domestic and international carriage by FedEx of any shipments tendered to FedEx using the
Application shall be in accordance with the terms, conditions and limitations of liability set out on the
NONNEGOTIABLE Air Waybill, Label, Manifest, or Pick-Up Record (collectively “Shipping Documentation”) and
as appropriate any transportation agreement between You and FedEx covering such shipment and in any
applicable tariff, Service Offerings or Standard Conditions of Carriage, copies of which are available upon request,
and which are incorporated into this EULA by reference. If there is a conflict between the Shipping Documentation
and any such document then in effect or the Agreement, the transportation agreement, tariff, Service Guide,
Standard Conditions of Carriage, or the Agreement will control, in that order of priority. If a shipment originates
outside the United States, the contract of carriage is with the FedEx subsidiary, branch, or independent contractor who
originally accepts the shipment. Your use of Global Trade Manager shall not alter Your responsibility for the preparation
and accuracy of shipping documentation including import/export forms
(b)
In the event You use the Application to process shipments tendered to FedEx for delivery to locations outside the
United States or country of shipment origin, You will, at Your sole expense, assure that the terms and conditions
of international carriage supplied by FedEx from time to time (and which may be amended or modified from time
to time at FedEx's sole discretion) are placed on the Shipping Documentation, as instructed by FedEx, for all such
international shipments. YOU SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS FEDEX AND ITS
REPRESENTATIVES (AS DEFINED IN SECTION 8 BELOW) FROM AND AGAINST ANY AND ALL CLAIMS,
DEMANDS, SUITS, DAMAGES, COSTS, EXPENSES, LOSSES, FINES AND JUDGMENTS, INCLUDING
REASONABLE ATTORNEY’S FEES, ARISING OUT OF YOUR FAILURE TO APPLY THE INTERNATIONAL
CARRIAGE TERMS TO THE SHIPPING DOCUMENTATION FOR SUCH INTERNATIONAL SHIPMENTS,
INCLUDING WITHOUT LIMITATION CLAIMS FROM THE RECIPIENT OF ANY SHIPMENT, AND YOUR
FAILURE TO FOLLOW FEDEX'S INSTRUCTIONS IN REGARD TO THE PLACEMENT OF THE TERMS ON THE
SHIPPING DOCUMENTATION FOR SUCH INTERNATIONAL SHIPMENTS.
(c)
You acknowledge that if the Application is used to process shipments to locations outside the United States or
other country or territory of shipment origin, You must enter the name of the person completing the Shipping
Documentation to print in lieu of such person’s manual or script signature on the Shipping Documentation, as
applicable, for all shipments tendered by You to FedEx using the Application. You further acknowledge that such
printed name shall be sufficient to constitute the Your signature, and acceptance of FedEx's terms and conditions
of carriage contained in the applicable transportation agreement, tariff, Service Guide, Standard Conditions, or
Shipping Documentation, or other Service Offering under which the shipment is accepted by FedEx, or its
independent contractor.
(d)
You hereby certify that all statements and information contained on all Air Waybills, SEDs and accompanying
documentation relating to exportation are true and correct. You further certify that all Commercial Invoice
information submitted via the Materials is true and correct. You expressly authorize FedEx and its independent
contractors, as applicable, to forward all information of any nature regarding Shipments to any and all governmental
or regulatory agencies which request or require such information. Furthermore, You understand that civil and
criminal penalties, including forfeiture and sale, may be imposed for making false or fraudulent statements or for
the violation of any country laws on exportation, including but not limited to, for Shipments originating in the U.S.,
13 U.S.C. §305; 22 U.S.C. §401; 18 U.S.C. §1001; and 50 U.S.C. App. 2410, and for Shipments originating in
Canada, the Export and Import Permits Act, R.S.C. E-17. Consult the laws in the country of origin for similar
restrictions.
(e)
You are responsible for, and warrant your compliance with, Export Control Laws provisions in the Service Guide
and Section 20 below. .
(f)
Unless otherwise indicated, the shipper’s address indicated on the face of any Shipping Documentation is the
place of execution and the place of departure and the recipient’s address listed on the face of the Shipping
Documentation is the place of destination. Unless otherwise indicated on the face of the Shipping Documentation
the first carrier of all shipments is FedEx Express, P.O. Box 727, Memphis, TN 38194. In the event another carrier
is listed on any such document, that carrier is the first carrier of the shipment. The address for FedEx Ground is
P.O. Box 108, Coraopolis, PA 15230.Page 7 of 11
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FedEx Form No. 2002382 v 4 June 2024 Rev
(g)
The terms and conditions of carriage governing shipping and related services with FedEx Freight (i.e., FedEx
Freight Corporation) are contained in the FXF 100 Series Tariff, which is available by download in Your country of
choice at www.fedex.com. In the event of any conflict between the current version of the FXF 100 Series Tariff and
any other FedEx delivery or related service information at www.fedex.com with respect to any FedEx Freight
service, the applicable FXF 100 Series Tariff will control.
Section 5. Electronic Trade Documents.
(a)
Agreement to Use Electronic Trade Documents Instead of Printed Documents. By utilizing FedEx® Electronic
Trade Documents, You authorize FedEx to ship Your international shipments using electronic documents instead
of printed documents, including but not limited to the applicable commercial invoice, pro forma invoice, and export
certificate of origin.
(b)
Agreement to Provide Information, Letterhead and Signature Image. By utilizing FedEx® Electronic Trade
Documents, You agree to provide FedEx with all information necessary to ship Your international packages,
including but not limited to package level detail information, Your company letterhead and a signature image for
You or an authorized representative of Your company.
(c)
Accuracy of Information. You represent, warrant and covenant that any information provided by You to FedEx shall
be true, accurate and complete.
(d)
Validity of Letterhead. You represent, warrant and covenant that the letterhead provided by You to FedEx for use
in executing electronic trade documents on Your behalf shall be a valid letterhead and that You possess the
necessary right, title and interest in the letterhead to authorize FedEx to use the letterhead to execute electronic
trade documents on Your behalf.
(e)
Validity of Signature Image. You represent, warrant and covenant that any signature image provided by You to
FedEx for use in executing electronic trade documents on Your behalf shall be of a valid signature by a person
authorized by You or Your company to ship with FedEx and execute shipping-related documents on Your
company's behalf, and shall be sufficient to constitute Your signature.
(f)
Authorization for FedEx to Use Information. For any electronic trade documents completed by FedEx on behalf of
You or Your company, You authorize FedEx to use the information provided by You to ship Your international
packages, including but not limited to package level detail information, Your company letterhead and Your
signature image or a signature image of an authorized representative of Your company.
(g)
Original Documentation May Be Required for Some Shipments. You acknowledge that applicable customs laws,
rules and regulations may require additional documentation for certain commodities, values or quantities and/or
require that original hardcopy commercial invoices, licenses, permits, declarations, forms, certificates or other
documentation accompany the shipment. You agree that it is Your responsibility to include all required
documentation (including, without limitation, original hardcopy documentation) with any shipment You send using
FedEx Electronic Trade Documents.
(h)
Indemnification. You will, at Your sole cost and expense, defend, indemnify and hold harmless FedEx, its parent
corporation, subsidiaries, affiliated companies and their respective officers, directors, employees, agents,
successors, and assigns from all claims, demands, suits, damages, costs, expenses, fines and judgments,
including reasonable attorneys' fees (hereinafter collectively "FTD Claims"), arising out of FedEx's use of the
information provided by You, including but not limited to package level detail information, Your company letterhead
and Your signature image or a signature image of an authorized representative of Your company. FedEx may
intervene and assume its defense in any such claims, at its expense and in its sole discretion. You will not settle
any action relating to any FTD Claim that involves FedEx without the prior written consent of FedEx
Section 6. Payment. To the extent applicable to the FedEx Services available to You through the Application, You agree
to remit payment, in accordance with the terms and conditions contained in the applicable Service Offering, or as otherwise
instructed by FedEx, for all invoices generated as a result of using FedEx Technology and to reference the invoice number
when payment is remitted. You are responsible for payment of all charges generated through use of the Application under
Your account number and registration number.Page 8 of 11
FedEx Confidential
FedEx Form No. 2002382 v 4 June 2024 Rev
Section 7. Billing and Refunds. To the extent applicable to the FedEx Services available to You through the Application,
You may bill shipping charges for transactions conducted through FedEx Technology only to valid account numbers (i.e.,
bill sender, bill recipient or bill third party). To the extent applicable to the FedEx Services available to You through the
Application, shipments tendered to FedEx with incorrect routing, labeling, commitment date, service designation or other
errors through no fault of FedEx will not be eligible for refunds under FedEx's money-back guarantees. Refunds requested
by You with respect to any shipment must be made in accordance with the applicable Service Offerings. You will not be
entitled to any refund or credit under FedEx's money-back guarantees if FedEx determines that the claim resulted from
improper use of FedEx Technology. FedEx, in its sole discretion, may suspend its money-back guarantees in the event
FedEx Technology or the Application fails or is inoperable for any reason.
Section 8. Downtime and Service Suspensions.
(a)
From time to time, access to and use of FedEx Technology may not be available. FedEx does not make any
service level or uptime commitments regarding FedEx Technology. FedEx will be entitled, without any liability to
You, to suspend access to any portion or all of FedEx Technology at any time: (a) for scheduled downtime to
permit FedEx to conduct maintenance or make modifications to any portion of the FedEx Technology; (b) in the
event of a denial of service attack or other attack on any FedEx Technology; (c) in the event that FedEx determines
that any portion of FedEx Technology is prohibited by law or FedEx otherwise determines that it is necessary or
prudent to do so for legal or regulatory reasons; (d) any unanticipated or unscheduled downtime or unavailability
for any reason, including as a result of power outages, system failures or other interruptions; or, (e) or any other
event that FedEx determines, in its sole discretion, may create a risk to any FedEx Technology, to You or to any
other FedEx customer(s) if access to FedEx Technology is not suspended (each and all of the foregoing, "Service
Suspension(s)"). FedEx will have no liability whatsoever for any damage, liabilities, losses (including any loss of
data or profits) or any other consequences that You may incur as a result of any Service Suspension. To the
extent FedEx is able, updates regarding planned scheduled Service Suspensions may be posted at
www.fedex.com but FedEx will have no liability for the manner in which FedEx may do so or if FedEx fails to do
so.
(b)
FedEx may make changes to FedEx Technology or discontinue FedEx Technology or portion or feature(s) of
FedEx Technology from time to time. Such changes may impact Your ability to access or use the FedEx
Technology (e.g., changes are not backwards compatible). You may need to modify, at Your own expense, the
Application and other of Your systems (hardware, software, networks, etc.) in order to continue using FedEx
Technology. FedEx will announce a material change or discontinuance of FedEx Technology that You are using.
FedEx will use commercially reasonable efforts to continue to provide the FedEx Technology in accordance with
the FedEx API Versioning and Throttling Guide, or such successor guide or URL that FedEx may publish, unless
FedEx determines in its reasonable judgment that: (a) FedEx cannot do so by law or by contract (including if there
is a change in applicable law or contract) or (b) continuing to provide the impacted FedEx Technology could create
a (i) security risk or (ii) a substantial economic or technical burden. FedEx will have no liability whatsoever for any
damage, liabilities, losses (including any loss of data or profits) or any other consequences that You may incur as
a result of any change, discontinuation or deprecation of FedEx Technology, even if such changes, discontinuation
or deprecation is not in accordance with the FedEx API Versioning and Throttling Guide.
(c)
From time to time, FedEx may limit, restrict or otherwise throttle Your access to and use of FedEx Technology
(collectively, “Throttling”). FedEx will have no liability whatsoever for any damage, liabilities, losses (including any
loss of data or profits) or any other consequences that You may incur as a result of any Throttling, even if Throttling
is not in accordance with the FedEx API Versioning and Throttling Guide.
Section 9. Disclaimer of Warranty. YOU EXPRESSLY ACKNOWLEDGE AND AGREE FEDEX IS NEITHER
PROVIDING THE APPLICATION NOR CHARGING YOU A FEE FOR ACCESS TO OR USE OF FEDEX TECHNOLOGY.
FEDEX TECHNOLOGY IS PROVIDED “AS-IS” AND WITHOUT WARRANTY OF ANY KIND. YOU EXPRESSLY
ACKNOWLEDGE AND AGREE THAT FEDEX TECHNOLOGY, INCLUDING ANY SERVICES OR INFORMATION (E.G.,
WEBHOOKS UPDATES) OFFERED THROUGH FEDEX TECHNOLOGY, ARE PROVIDED ON AN "AS IS" AND "AS
AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND. TO THE EXTENT PERMITTED BY APPLICABLE LAW,
FEDEX AND ITS REPRESENTATIVES, DISCLAIM AND EXCLUDE ALL WARRANTIES, CONDITIONS OR
REPRESENTATIONS WHETHER, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THE WARRANTIES OF NON
INFRINGEMENT OR QUIET ENJOYMENT. FEDEX DOES NOT WARRANT THAT (A) FEDEX TECHNOLOGY WILL
MEET ANY OR ALL OF YOUR REQUIREMENTS; (B) OPERATIONS WILL BE UNINTERRUPTED OR ERROR FREE;
(C) ANY DEFECT WITHIN FEDEX TECHNOLOGY OR ANY SERVICES OR INFORMATION OFFERED THROUGH
FEDEX TEHCNOLOGY WILL BE CORRECTED; OR (D) FEDEX TECHNOLOGY WILL NEVER BE INFILTRATED BY
HACKERS OR OTHER UNAUTHORIZED USERS. FEDEX DOES NOT WARRANT OR MAKE ANY REPRESENTATION
REGARDING THE RESULTS OF YOUR USE OF FEDEX TECHNOLOGY IN TERMS OF CAPABILITY, CORRECTNESS,
ACCURACY, RELIABILITY OR OTHERWISE. FEDEX MAKES NO REPRESENTATION OR WARRANTY THAT FEDEX TECHNOLOGY OR ANY RELATED SERVICES, INFORMATION (E.G., WEBHOOKS UPDATES) OR CONTENT IS
FREE FROM BUGS, VIRUSES, ERRORS OR OTHER PROGRAM LIMITATIONS. FEDEX DOES NOT WARRANT
ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR CONTENT THROUGH FEDEX TECHNOLOGY. NO
ORAL OR WRITTEN INFORMATION, REPRESENTATION OR ADVICE GIVEN BY FEDEX OR AN AUTHORIZED
REPRESENTATIVE SHALL CREATE ANY WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION
OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY
IMPLIED WARRANTIES ARE LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE DATE OF ORIGINAL
PURCHASE OF THE APPLICATION CONTAINING MATERIALS OR OTHER FEDEX TECHNOLOGY. HOWEVER,
SOME JURISDICTIONS ES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO
THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND
YOU MAY HAVE OTHER RIGHTS AS WELL WHICH VARY FROM JURISDICTION TO JURISDICTION.
Section 10. Remedies. YOUR SOLE REMEDY FOR ANY DISSATISFACTION WITH ANY FEDEX TECHNOLOGY IS
TO STOP USING THE APPLICATION AND/OR SUCH FEDEX TECHNOLOGY. You agree to look to the Application
Provider for any and all remedies for damages of any nature arising out of Your access, use or inability to access or use
the Application and/or FedEx Technology. You waive any and all claims against FedEx and its affiliates arising from or
relating to Your access to or use of (or inability to access or use) the Application or the other services provided by the
Application Provider. You agree that the remedy set forth in this Section is Your exclusive remedy under the Agreement
for any dissatisfaction with Your access to or use of (or inability to do either) the Application or FedEx Technology.
Section 11. Limitation Of Liability. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT FEDEX IS NOT
CHARGING YOU A FEE FOR ACCESS TO OR USE OF FEDEX TECHNOLOGY. TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, FEDEX AND ITS PARENT COMPANY AND SUBSIDIARIES AND AFFILIATES,
DIRECT AND INDIRECT, OF ITS PARENT COMPANY, LICENSORS, SUPPLIER, OR ANY OF THE FOREGOING’S
RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS AND/OR AGENTS (COLLECTIVELY, “REPRESENTATIVES”)
ARE NOT AND SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE,
CONSEQUENTIAL OR OTHER INDIRECT DAMAGES (INCLUDING: DAMAGES FOR LOSS OF BUSINESS, LOSS OF
DATA, LOSS OF PROFITS, DAMAGES TO YOUR COMPUTER SYSTEMS OR THE LIKE), WHETHER BASED ON
BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING, NEGLIGENCE), PRODUCT LIABILITY,
STATUTORY OR STRICT LIABILITY OR OTHERWISE EVEN IF FEDEX OR ITS REPRESENTATIVES HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO
HAVE FAILED OF ITS ESSENTIAL PURPOSE.
FOR THE AVOIDANCE OF DOUBT, SUCH DISCLAIMER APPLIES TO ANY DAMGES WHETHER ARISING FROM,
RELATING TO OR OTHERWISE RESULTING FROM (A) ACCESS TO OR USE OF FEDEX TECHNOLOGY OR
INFOMRATION PROVIDED OR MADE AVAILABLE TO YOU (E.G., WEBHOOKS UPDATES) ; (B) DEVELOPMENT,
DISTRIBUTION, USE, INSTALLATION OR REMOVAL OF AN APPLICATION; (C) INSTALLATION OR REMOVAL OF
FEDEX TECHNOLOGY; (D) YOUR INABILITY TO ACCESS OR USE FEDEX TECHNOLOGY FOR ANY REASON; OR,
(E) THE AGREEMENT, INCLUDING BREACH THEREOF BY FEDEX.
IN ANY EVENT, THE AGGREGATE LIABILITY OF FEDEX UNDER THE AGREEMENT SHALL BE LIMITED TO THE
AMOUNT ACTUALLY PAID BY YOU HEREUNDER. THE FOREGOING LIMITATIONS AND EXCLUSIONS WILL
APPLY EVEN IF FEDEX, OR AN AUTHORIZED REPRESENTATIVE OF FEDEX, HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES OR A REMEDY SET FORTH IN THE AGREEMENT FAILS OF ITS ESSENTIAL
PURPOSE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR
EXCLUSION OF LIABILITY FOR SOME DAMAGES (E.G., INCIDENTAL OR CONSEQUENTIAL). ACCORDINGLY,
SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE
ADDITIONAL RIGHTS. WHERE LEGAL LIABILITY CANNOT BE EXCLUDED, BUT MAY BE LIMITED, YOU AGREE
THAT THE LIABILITY OF FEDEX SHALL BE LIMITED TO THE MAXIMUM AMOUNT OF FIFTY DOLLARS ($50.00).
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE
BARGAIN BETWEEN FEDEX AND YOU. FEDEX WOULD NOT BE ABLE TO PROVIDE ACCESS TO OR USE OF
FEDEX TECHNOLOGY OR MARKS WITHOUT SUCH LIMITATIONS.
Section 12. INDEMNITY. YOU SHALL, AT YOUR SOLE COST AND EXPENSE, DEFEND, INDEMNIFY AND HOLD
HARMLESS FEDEX AND ITS REPRESENTATIVES FROM ANY AND ALL CLAIMS, DEMANDS, SUITS, DAMAGES,
COSTS, EXPENSES, FINES AND JUDGMENTS, INCLUDING REASONABLE ATTORNEY’S FEES, (HEREINAFTER,
COLLECTIVELY, “CLAIMS”) ARISING OUT OF OR RELATING TO YOUR INSTALLATION, USE AND/OR REMOVAL OF
THE APPLICATION, FEDEX TECHNOLOGY OR ANY OTHER MATERIALS PROVIDED TO YOU BY OR ON BEHALF
OF FEDEX OR ITS REPRESENTATIVES. FEDEX MAY INTERVENE AND ASSUME ITS DEFENSE IN ANY SUCH
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CLAIMS, AT ITS EXPENSE AND IN ITS SOLE DISCRETION. YOU WILL NOT SETTLE ANY CLAIMS INVOLVING
FEDEX, FEDEX SERVICE OR FEDEX TECHNOLOGY, WITHOUT THE PRIOR WRITTEN CONSENT OF FEDEX.
Section 13. Notices.
(a)
Any notice required or permitted to be given to FedEx relating to this EULA or the functioning of FedEx Technology
or Limited Support Services will be given in writing as addressed below by U.S. Postal Service first class mail or
via FedEx Express Overnight Letter delivery service to: Digital Channel Enablement, Federal Express Corporation
60 FedEx Parkway, Collierville, Tennessee 38017 USA. Any such notice will be effective when received by FedEx.
(b)
Any notice required or permitted to be given to You relating breach, termination or suspension of the Agreement
will be given either by sending (i) via U.S. Postal Service or FedEx delivery service to the name and address listed
in FedEx’s records for Your FedEx account number; or, (ii) via electronic mail (or its equivalent) to the name and
address listed in FedEx’s records for Your FedEx account number. Such notice will be effective and deemed
received when sent to You.
(c)
Any notice required or permitted to be given to You relating to the Agreement, FedEx Technology, or FedEx
Services, may be given by general posting to the various FedEx web sites. Any such notice will be effective and
deemed received when posted. In addition, FedEx may elect to provide you notice via one of the methods set out
in subsection 13(b); and, notice provided via such method will be effective when sent in accordance with subsection
13(b).
Section 14. Relationship of Parties. You and FedEx are independent contractors acting for their own account, and
neither party or its employees or agents are authorized to make any representations or commitments on the other party’s
behalf unless previously authorized by such party in writing. FedEx reserves the right to enter into relationships or
agreements with other third parties regarding the subject matter of this EULA.
Section 15. Waiver. If FedEx fails to give notice or enforce any right under the Agreement, such failure will not constitute
a waiver of the same, unless reduced to writing and signed by FedEx. The waiver of any provision will not constitute a
waiver of the same or any other provision in the future.
Section 16. Severability. If, for any reason, a court of competent jurisdiction finds any provision of the Agreement, or a
portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible so as to effectuate
the intent of the parties and the remainder of the Agreement will remain in full force and effect.
Section 17. Assignment. FedEx retains the right to assign all or any part of the Agreement to any third party at any time
without notice to You. You may not assign, transfer or sublicense the Agreement to any third party without the prior written
permission of FedEx. In addition, except for the parent company, subsidiaries and affiliates of FedEx, there are no third
party beneficiaries to the Agreement.
Section 18. Export. FedEx Technology (a) is subject to U.S. law, including export restrictions and controls imposed by
various statutes and regulations, including the Export Administration Act, the Export Control Reform Act, and the Export
Administration Regulations (“EAR”), and (b) may be subject to other applicable Trade Control Laws. By agreeing to this
EULA, and accessing or using FedEx Technology, You represent, warrant and covenant that: (i) You are in compliance
with and will comply with Trade Control Laws regarding export, re-export, and import of FedEx Technology or any other
goods, information, software, source code, technology, process, product or service (collectively, “Items and Services”)
received from FedEx; (ii) You will not use, export, or re-export FedEx Technology or Items and Services received from
FedEx in violation of Trade Control Laws; (iii) You are not located in, headquartered in, or incorporated under the laws of
any country or territory subject to U.S. territorial economic sanctions or anti-terrorism restrictions under the EAR, including
Cuba, Iran, North Korea, Sudan, Syria, or the Crimea region (collectively “Sanctioned Countries”); (iv) You are not a
person identified on U.S. or other applicable government restricted party lists, including but not limited to the Specially
Designated Nationals (“SDN”) List maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control or the
Entity List or Denied Persons List maintained by the U.S. Department of Commerce’s Bureau of Industry and Security
(collectively, “Restricted Parties”), or owned or controlled by or acting on behalf of, any Restricted Party or any party
located in, headquartered in or incorporated under the laws of any Sanctioned Countries; (v) FedEx and its independent
contractors, as applicable, shall not be required under this EULA to be directly or indirectly involved in the receipt from or
provision of any FedEx Technology or Items and Services to Sanctioned Countries or Restricted Parties; (vi) no FedEx
Technology or Items and Services provided by FedEx will be used in the design or development of nuclear, chemical, or
biological weapons or missile technology; and (vii) no FedEx Technology or Items and Services provided by FedEx will be
exported, reexported or transferred (in country) entirely or in part to a military end-use, including for incorporation into any
military item; for the use, development or production of military items; for any activity that supports or contributes to the
operation, installation, maintenance, repair, overhaul, refurbishing, development, or production of military items; or for use by a military end-user such as the national armed services (army, navy, marine, air force, or coast guard), the national
guard and national police, government intelligence or reconnaissance organizations, or any person or entity whose actions
or functions are intended to support military end uses in violation of the EAR as described in the foregoing.
Section 19. Restricted Rights. Pursuant to 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable, FedEx Technology
and manuals, technical specifications, technical data, documentation and other similar materials (such materials,
“Documentation”) are Commercial Items as defined 48 C.F.R. 2.101 and are licensed to U. S Government end users only
as Commercial Items and only with the rights granted to all other end users as provided in this EULA. Manufacturer is
Federal Express Corporation 30 FedEx Parkway, Collierville, TN 38017.
Section 20. Governing Language. The parties hereby confirm that they have agreed that this agreement and all written
documents between them be prepared in the English language only and such language will be the governing language.
Section 21. Controlling Law. This EULA will be governed by and construed in accordance with the laws of the United
States of America and the State of Tennessee, excluding its conflict of laws provision. Any cause of action with respect to
the Agreement, FedEx Technology or other services available through FedEx Technology must be instituted by You within
one (1) year after the claim or cause of action has risen or be barred. Any cause of action brought relating to or arising
from the Agreement, FedEx Technology or other services available through FedEx Technology must be brought in a court
of competent jurisdiction within Shelby County, Tennessee (USA) and You agree to submit to the jurisdiction of such courts.
FedEx will also have the right to bring claims against You in the courts of Your jurisdiction, where applicable. THE UNITED
NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE
AGREEMNT AND IS HEREBY DISCLAIMED BY BOTH PARTIES.
Section 22. Confidentiality. This Agreement, FedEx Technology and all data, materials and other information concerning
FedEx Technology or available through the Materials are or contain the confidential and proprietary information of FedEx
or its licensors (“Confidential Information”). Confidential Information does not include any data, materials or other
information made publicly available by FedEx or its affiliates without restriction on use or disclosure. You will not (a)
distribute or disclose any Confidential Information to a third party without the written consent or instruction of FedEx except
as expressly authorized in Section 2 of this EULA; and (b) use Confidential Information for any purposes other than those
expressly set forth Sections 2 and 3 of this EULA. You will make no public announcements regarding the Agreement or
the inclusion of any FedEx Technology into an Application without the prior written consent of FedEx. You will take all
reasonable steps to secure and protect the Confidential Information from any unauthorized use, access or disclosure.
You will take appropriate technical and organizational measures to ensure a level of security appropriate to the risk of the
processing of any Confidential Information or other data (including personal information) received from FedEx, taking into
account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well
as the risk of varying likelihood and severity for the rights and freedoms of natural persons.
Section 23. Complete Agreement. The Agreement constitutes the entire agreement between You and FedEx with
respect to FedEx Technology accessed or utilized by or integrated with the Application, and supersedes any prior or
contemporaneous understandings, representations, statements or agreements, written or oral, regarding FedEx
Technology. No amendment to or modification of the Agreement will be binding on FedEx without FedEx's written consent.
In addition, except for FedEx Representatives, there are no third party beneficiaries to this Agreement. The provisions of
Sections 1(b), 4, 5, 6, 7, 8, 9, 10 11, and 12 and Key Definitions of this EULA survive the termination of the Agreement.
The headings are provided for convenience only and are not intended to affect the construction or interpretation of the
Agreement. All words used in the Agreement are to be construed to be of such gender or number as the circumstances
require. In this EULA, the words “including,” “includes” or “include” are to be read as listing non-exclusive examples of the
matters referred to, whether or not words such as “without limitation” or “but not limited to” are used in each instance. Where
the Agreement states that a party “will”, “shall” or “must” perform in some manner or otherwise act or omit to act, it means
that the party is legally obligated to do so in accordance with the Agreement. The words “date hereof” refer to the date of
this EULA. The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and
such phrase will not mean simply “if.” The term “or” will not be deemed to be exclusive. All terms defined in the Agreement
will have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless
otherwise defined therein. Any reference to a statute is deemed also to refer to any amendments or successor legislation
as in effect at the relevant time. Any reference to a contract or other document as of a given date means the contract or
other document as amended, supplemented and modified from time to time through such date.
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