FedEx Confidential
FRENCH LANGUAGE VERSION OF THIS FEDEX END-USER LICENSE AGREEMENT FOLLOWS ENGLISH VERSION

FEDEX SHIP MANAGER® SOFTWARE END-USER LICENSE AGREEMENT
Software version 2900
(United States, Canada, Puerto Rico, Mexico, Barbados, Bermuda, Costa Rica and
Dominican Republic Use Only)
To use the Product (as defined below), you must agree to abide by this Agreement (as defined
below). This Agreement gives each of us certain rights and responsibilities. You will be
assuming full and sole responsibility for all use of the Product occurring under your FedEx
account number (“Account Number”) and registration information (e.g., meter number(s),
credentials, etc); you will be limiting your remedies. Please read this Agreement carefully.
You will be required to accept this Agreement in order to complete the registration process. By
clicking the "I accept the terms of the license agreement" button, you accept and agree to be
bound by all of the provisions of this Agreement, including those incorporated by reference,
without modification, limitation or qualification. You will be binding yourself or your company to
this Agreement. You represent that you have the authority to bind your company, if done on
behalf of a company, to this Agreement. If you do not have such authority, you must click the "I
do not accept the terms of the license agreement" button. You must also click the "I do not
accept the terms of the license agreement" button if you do not agree with this Agreement. If
you do not accept the terms of the license agreement, you will not be authorized to access or
use the Product and/or the FedEx services available through such Product.

Your use of the Product, including the collection, storage and use of shipping data and
related information is subject to the FedEx privacy policy, a copy of which is available at
http://www.fedex.com/us/security/privacy-policy.html and for Canadian users, a copy of
which is available at http://www.fedex.com/ca_english/privacycode.html.

FedEx End-User License Agreement
If you use this Product within the United States (with the exception of Puerto Rico), this license
agreement (“Agreement”) is entered by and between FedEx Corporate Services, Inc., an entity
located at 30 FedEx Parkway, Collierville, TN 38017 (“FedEx”) and you (“Licensee”). If you use
this Product outside of the United States, this Agreement is between you and Federal Express
Corporation or the applicable Federal Express Corporation operating company, branch or
subsidiary in your jurisdiction (also referred to as “FedEx”). In consideration of the mutual
promises and obligations set out below, the sufficiency of which the parties acknowledge,
FedEx and Licensee acknowledge and agree as follows:
Section 1. (a) Grant. Subject to the terms and conditions of this Agreement, FedEx grants
Licensee a personal, non-exclusive, royalty-free, non-assignable, non-transferable, limited,
revocable license, without the right to grant sublicenses, to: (i) access and use, within the United
States, Canada ,Puerto Rico, Mexico, Barbados, Bermuda, Costa Rica and Dominican Republic
only the FedEx shipping services application, currently known as FedEx Ship Manager
Software, (“Product”) solely for the purposes of accessing and using those shipping and
shipping related services offered, from time to time, by FedEx or its affiliates as made available

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through the Product (“FedEx Services”); and, (ii) access and use Documentation (as defined
below) solely for the purposes of accessing and using the Product and obtaining FedEx
Services.
(b) Restrictions. (i) The license does not permit, and Licensee will not (and will not permit any
employee or other third party to):
1. Reverse engineer, decompile, disassemble, or translate the Product except as expressly
permitted by law;
2. Work around any technical limitation in the Product;
3. Use the Product 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;
4. Apply any procedure or process to the Product in order to ascertain, derive, and/or
appropriate for any reason or purpose, the source code or source listings for the Product or
any trade secret or confidential information or process contained in the Product;
5. Remove, obscure, modify or otherwise change any product identification, copyright or other
notices or legends contained in or on, or available through, the Product or Documentation;
6. Transfer the Product, Documentation or the license, all whether in whole or in part, or grant
any rights in the Product, Documentation, or the license, all whether in whole or in part by
sublicense or otherwise;
7. Except as expressly permitted under Section 1(a) herein, provide, rent, lease, lend, or
otherwise use or allow others to use or have access to the Product or any portion thereof;
8. Disseminate or disclose performance information or analysis (including, without limitation,
benchmarks) relating to the Product without the prior written consent of FedEx;
9. Use or display the Product or Documentation or any portion of either except as expressly
authorized in and in accordance with Section 1(a) above;
10. Reproduce or distribute the Product or Documentation;
11. Modify or create derivative works of the Product or Documentation; or,
12. Use the Product to perform or order FedEx Services by or for the benefit of third parties. For
the avoidance of doubt, the functionality available through the Product (e.g., that which
enables Licensee to label, rate, route, record, track and invoice) may only be used by
Licensee for shipments tendered to FedEx for carriage on behalf of Licensee unless
expressly permitted by a separate written agreement between FedEx and Licensee.
(ii) Licensee shall promptly notify FedEx in writing upon its discovery of any unauthorized use of
the Product or Documentation. FedEx may prevent access to or use of the Product or FedEx’s
systems if FedEx has reason to believe that (a) Licensee or third party using the Product
licensed to Licensee may be involved in potential unauthorized use of or other infringement of
FedEx’s proprietary rights or (b) Licensee or its use of the Product is in violation of this
Agreement.
(iii) Licensee acknowledges and agrees that the Product and Documentation are subject to
export restrictions and controls imposed by various statutes and regulations, (collectively, "the
Acts") including the Export Administration Act and the Export Administration Regulations.
Licensee shall not use, export or re-export the Product or Documentation except as authorized
by and in compliance with the Acts and all laws and regulations of the jurisdiction in which
FedEx made the Product available to Licensee. Without limiting the foregoing, Licensee shall
not export or re-export the Product or Documentation (i) into or to a national or resident of any
embargoed countries under the Acts (ii) to a Denied Party listed on U.S. Department of
Commerce's list of U.S. Denied Persons or a Special Designated National on the U.S. Treasury
Department's list of Specially Designated Nationals or on any similar lists in any country where
Licensee uses the Product. By entering into this Agreement, Licensee represents and warrants

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that Licensee is not located in, under control of, or a national or resident of any such country or
on any such list.
(iv) The Product utilizes software provided subject to an open source license agreement(s)
(each such software is an “Open Source Component”). A list of Open Source Components
included with this Product, and the applicable license(s) can be found at
fedex.com/us/opensource/OSS.html. BY INSTALLING AND USING THIS PRODUCT AND AN
OPEN SOURCE COMPONENT YOU ARE ALSO AGREEING TO THE TERMS AND
CONDITIONS OF THE APPLICABLE OPEN SOURCE LICENSE AGREEMENTS AND
NOTICES GOVERNING SUCH OPEN SOURCE COMPONENT. Any Open Source Component
utilized by the Product is provided to you under the terms of the applicable open source license
agreement or copyright notice. FedEx, and the licensors of the Open Source Components,
hereby disclaims any and all liability to Licensee or any third party arising from or related to any
Open Source Component or Licensee’s use, or inability to use, an Open Source Component. All
Open Source Components are provided "AS IS" and without warranty or support of any kind
from FedEx or its licensors.
(v) In addition to the provisions of this Agreement, if Licensee is an agency, department, or
other entity of the United States Government (“Government”), pursuant to 48 C.F.R. 12.212 or
48 C.F.R. 227.7202, as applicable, the (a) Product and (b) any related materials, specifications,
technical data, and documentation (collectively, “Documentation”) are Commercial Items as
defined in 48 C.F.R. 2.101 and are licensed to Government end users only as Commercial
Items and only with the rights granted to all other end users as provided in this Agreement.
Manufacturer is FedEx Corporate Services, Inc., 30 FedEx Parkway, Collierville, TN 38017.
(c) Modifications. To the extent FedEx makes available to Licensee any updates, upgrades,
enhancements, bug-fixes or other modifications to the Product (collectively, “Modifications”),
such Modifications shall be considered a part of the Product and subject to the terms and
conditions of this Agreement; provided, however, a Modification may come with its own
imbedded license agreement and in the event of a conflict between this Agreement and any
imbedded license agreement, the terms of the imbedded license agreement control. For the
avoidance of doubt, except as otherwise stated, “Product” includes “Modification.”
(d) Ownership and Reservation of Rights. All right, title and interest, including all intellectual
property rights, in and to the Product, Modifications (if any), and Documentation, are owned
exclusively by FedEx and/or its licensors. The Product, Modifications and Documentation are
licensed, not sold, and are and shall at all times remain the property of FedEx and/or its
licensors. Except for the limited, revocable license granted in Section 1(a), Licensee shall have
no right, title or interest in any of the Product, Modifications or Documentation, and shall not
allow any lien or encumbrance to exist on any of the foregoing. Except for the express license
granted in Section 1(a), all rights in and to the Product, Modifications and Documentation are
reserved.
(e) FedEx affiliates. Licensee hereby acknowledges that, unless otherwise specified, when
used in this Agreement, the name “FedEx” shall include FedEx Corporate Services, Inc., its
parent company and any and all of its affiliate companies, including without limitation Federal
Express Corporation (and its applicable operating company, branch or subsidiary in your
jurisdiction) and FedEx Ground Package System, Inc.; provided, however, Licensee
acknowledges that the sole obligor under this Agreement is FedEx Corporate Services, Inc.
alone. Licensee further acknowledges that the contract of carriage for shipments made by
Licensee using the Product (and not the terms governing use of such Product) is between
Licensee and the FedEx company, subsidiary or branch to which Licensee tenders the package

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within the United States, Canada, Puerto Rico, Mexico, Barbados, Bermuda, Costa Rica and
Dominican Republic.
Section 2. Licensee Obligations.
(a) Systems and Access. This Agreement governs Licensee’s access and use of the Product
as provided above and under the Account Number(s) and/or registration information (e.g., meter
numbers, credentials, etc) provided to Licensee by FedEx. Licensee will follow FedEx's
instructions, including those provided in the Product and/or Documentation, provided from time
to time, for access and use of the Product. Licensee is solely responsible for providing and
maintaining all hardware necessary to access and use the Product. In addition, Licensee
acknowledges from time to time to cooperate with and accept any upgrade made by FedEx and
that Licensee will make such upgrade at its expense pursuant to the instructions provided by
FedEx. Unless otherwise instructed by FedEx, Licensee shall always use and run the latest
version of the Product as made available for Licensee by FedEx from time to time. Licensee is
solely responsible for obtaining access to the Internet or World Wide Web. Such access is
required to utilize the Product. In addition to such access, Licensee shall provide FedEx with
on-demand remote access to the Product (whether via Internet or dedicated communication line
(e.g., telephone)) so that FedEx may access the Product, from time to time, in order to:
configure the Product, make modifications to the Product, provide Limited Support Services (if
any), as defined below, obtain, use and modify data and information, rating and routing
information to the Product, and/or disable the Product. FedEx may modify the Product at any
time for any reason and Licensee hereby consents to all such modifications. In case Licensee
does not agree to the modifications, Licensee may terminate this Agreement in accordance with
Section 3. In the event FedEx is unable to establish communication with Licensee’s systems for
reasons not attributable to FedEx, Licensee will assist FedEx within a commercially reasonable
time to initiate such communication. If required, when instructed by FedEx (and on an ongoing
basis thereafter), Licensee 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) Maintenance. FedEx in its sole discretion may (i) repair, modify, replace, disable, monitor, or
remove the Product; and (ii) provide installation and integration assistance or technical support
with respect to Licensee’s access to and use of the Product (collectively (i) and (ii) referred to
herein “Limited Support Services”). Notwithstanding the foregoing, FedEx is under no
obligation to provide Limited Support Services, or any other services, or Modifications
hereunder.
(c) Information and Data. Licensee is advised and encouraged to maintain back-up copies of
any data or information (including, names, addresses, reports, etc.) that it uses or stores with,
through or in the Services or the Product (collectively, “Data”). FedEx is not and will not be
responsible for the loss of or damage to any Data. Licensee will not load, process or store Data
on or through the Product not required or related to the conduct of business with FedEx. FedEx
shall have access to and use of the Data used or processed on, through, in or with the Product.
FedEx reserves the right to access, use, delete or remove any Data in connection with the
provision of any FedEx Services or in connection with this Agreement. In addition, Licensee
consents to the collection, storage, use and disclosure by FedEx or its designee (including
affiliates and services providers) of the following non-shipping related data and information
including, without limitation: (i) Your user configurations and computer system settings and
specifications such as operating system type and version, device name, workgroup name,
machine name, available memory or hard drive size; (ii) IP address; (iii) Product information,
including version; and (iv) other general system information, which FedEx and/or its designees
may use for responding to Licensee’s requests, processing transactions, product support, and
product development, excluding any direct marketing purposes. You acknowledge that the

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collection of such information may be necessary for FedEx to provide some or all of the FedEx
Services, and that if Licensee refuses such collection FedEx may not be able to provide some
or all of the FedEx Services. In addition, Licensee consents to the transfer of such information to
FedEx and/or its designees (including affiliates and services providers) in jurisdictions outside of
Licensee’s home jurisdiction, which may not provide an equivalent level of protection to such
data, including to the United States. In accordance with applicable data protection law, Licensee
may have the right to access personal data FedEx holds about you and to request the
rectification of any inaccurate data. Please see http://www.fedex.com/us/security/privacypolicy.html for more information and for Canadian users, a copy of which is available at
http://www.fedex.com/ca_english/privacypolicy.html. A list of FedEx affiliates may be found at
http://about.van.fedex.com/our-story/company-structure
(d) Supplies. Licensee acknowledges that it is responsible for the purchase of any supplies
necessary to use the Product or Service and will contact the applicable third party that provides
such supplies to determine what, if any, supplies it must purchase for use of any Product or
FedEx Service.
Section 3. Termination. This Agreement is effective until terminated by either party. This
Agreement will terminate independently without notice if Licensee fails to comply with any
provision of this Agreement or any instructions regarding the Product provided by FedEx. Upon
termination for any reason, Licensee must cease all use of the Product. FedEx reserves the
right to unilaterally terminate this Agreement and the use of the Product at any time, for any
reason, and by whatever means.
Section 4. Payment. With respect to FedEx Services, Licensee will follow all of FedEx’s
payment terms and instructions. Licensee will remit payment, in accordance with the terms and
conditions contained in the applicable FedEx transportation agreement, FedEx Service Guide
("Service Guide"), or as otherwise instructed by FedEx. Licensee is responsible for payment of
all charges generated through use of the Product under the Account Number(s) and registration
information (e.g., meter numbers, credentials, etc). Any rates reflected in or published by the
Product, if shown, are offered for information purposes only and may be different from the actual
charges for FedEx Services incurred by Licensee
Section 5. Adjustments and Refunds. With respect to FedEx Services, Licensee may bill
shipping charges for transactions conducted through the Product only to valid FedEx account
numbers (e.g., bill sender, bill recipient or bill third party). Shipments tendered to FedEx with
incorrect or incomplete routing, labeling, commitment date, service designation or other errors
will not be eligible for refunds under FedEx's money-back guarantees. Refunds requested by
Licensee with respect to any shipment must be made in accordance with the applicable Service
Guide or Licensee’s transportation agreement with FedEx. Licensee 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 the Product. FedEx, in its sole discretion, may suspend its
money-back guarantees in the event Product fails or is inoperable for any reason.
Section 6. Disclaimer of Warranty. LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT
FEDEX, ITS AFFILIATES AND ITS LICENSORS ARE NEITHER PROVIDING ANY SUPPLIES OR TOOLS
NECESSARY TO USE THE PRODUCT NOR CHARGING LICENSEE A FEE FOR USE OF THE PRODUCT OR
FOR PROVIDING THE LIMITED SUPPORT SERVICES, IF ANY.
THE PRODUCT AND LIMITED SUPPORT SERVICES ARE PROVIDED “AS-IS” WITHOUT
REPRESENTATION OR WARRANTY OF KIND.

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TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDEX, ITS AFFILIATES, ITS LICENSORS AND ITS
REPRESENTATIVES (AS DEFINED IN SECTION 8 BELOW), DISCLAIM AND EXCLUDE ALL WARRANTIES,
WHETHER, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THE WARRANTIES OF NONINFRINGEMENT OR QUIET ENJOYMENT. FEDEX, ITS AFFILIATES AND ITS LICENSORS DO NOT
REPRESENT OR WARRANT THAT THE PRODUCT WILL MEET ANY OR ALL OF LICENSEE’S
REQUIREMENTS OR THAT THE PRODUCT’S OPERATIONS WILL BE UNINTERRUPTED OR ERROR FREE OR
THAT ANY DEFECT WITHIN THE PRODUCT WILL BE CORRECTED. FEDEX, ITS AFFILIATES AND ITS
LICENSORS DO NOT REPRESENT OR WARRANT THAT THE LIMITED SUPPORT SERVICES WILL MEET
ANY OR ALL OF LICENSEE’S REQUIREMENTS OR THAT THEY WILL CORRECT ANY DEFECT WITHIN THE
PRODUCT. FEDEX, ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT THE
PRODUCT, LIMITED SUPPORT SERVICES OR ANY OTHER RELATED SERVICES OR CONTENT IS FREE
FROM BUGS, VIRUSES, ERRORS OR OTHER PROGRAM LIMITATIONS. FEDEX, ITS AFFILIATES AND ITS
LICENSORS DO NOT REPRESENT OR WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE
OR CONTENT THROUGH THE PRODUCT. FURTHERMORE, FEDEX, ITS AFFILIATES AND ITS LICENSORS
DO NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE RESULTS OF LICENSEE’S
INSTALLATION OR USE OF THE PRODUCT OR THE LIMITED SUPPORT SERVICES IN TERMS OF
CAPABILITY, CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE.
NO ORAL OR WRITTEN INFORMATION, REPRESENTATION OR ADVICE GIVEN BY FEDEX, ITS AFFILIATES
OR AN AUTHORIZED REPRESENTATIVE OF EITHER SHALL CREATE ANY WARRANTY.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE
EXCLUSIONS MAY NOT APPLY TO LICENSEE. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED
IN DURATION TO SIXTY (60) DAYS FROM THE DATE OF RECEIPT OF THE APPLICATION. HOWEVER,
SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO
THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE. THIS WARRANTY GIVES LICENSEE SPECIFIC
LEGAL RIGHTS AND LICENSEE MAY HAVE OTHER RIGHTS AS WELL WHICH VARY FROM JURISDICTIONS
TO JURISDICTIONS AND FROM COUNTRY TO COUNTRY.
Section 7. Remedies. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE REMEDY FOR
ANY DISSATISFACTION WITH THE PRODUCT OR LIMITED SUPPORT SERVICES IS TO STOP USING THE
PRODUCT. LICENSEE AGREES THAT THE REMEDY SET FORTH IN THIS SECTION IS LICENSEE’S
EXCLUSIVE REMEDY UNDER THIS AGREEMENT FOR ANY DISSATISFACTION WITH ITS ACCESS TO OR
USE OF (OR INABILITY TO DO EITHER) THE PRODUCT OR LIMITED SUPPORT SERVICES.
Section 8. LIMITATION OF LIABILITY. LICENSEE ACKNOWLEDGES THAT FEDEX IS PROVIDING THE
PRODUCT AND LIMITED SUPPORT SERVICES, IF ANY, TO LICENSEE FREE OF CHARGE.
THE ENTIRE LIABILITY OF FEDEX, ITS AFFILIATES, ITS LICENSORS AND ITS REPRESENTATIVES (AS
DEFINED BELOW) FOR ANY REASON SHALL BE LIMITED TO US $100.00 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.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FEDEX, ITS LICENSORS AND ITS PARENT
COMPANY AND SUBSIDIARIES AND AFFILIATES, DIRECT AND INDIRECT, OF ITS PARENT COMPANY,
LICENSORS, SUPPLIERS, 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 LICENSEE’S COMPUTER SYSTEMS OR THE LIKE), WHETHER BASED ON BREACH OF
CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY,

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STATUTORY OR STRICT LIABILITY OR OTHERWISE EVEN IF FEDEX, ITS LICENSORS 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.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR
INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT
APPLY TO YOU.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF
THE BARGAIN BETWEEN FEDEX AND LICENSEE. FEDEX WOULD NOT BE ABLE TO PROVIDE THE
PRODUCT WITHOUT SUCH LIMITATIONS.
Section 9. Controlling Law and Severability. This Agreement and the FedEx Services shall be
governed by and construed in accordance with the laws of the United States and the State of
Tennessee, excluding its conflicts of law provisions. If for any reason a court of competent
jurisdiction finds any provision of this Agreement, or a portion thereof, to be unenforceable, that
provision shall be enforced to the maximum extent permissible so as to effect the intent of the
parties and the remainder of this Agreement shall remain in full force and effect. Any cause of
action with respect to the Product must be instituted within one (1) year after the claim or cause
of action has arisen in and must be brought in a court of competent jurisdiction in Shelby
County, Tennessee or be barred.
Section 10. Terms and Conditions of Carriage.
(a) It is understood and agreed by Licensee that the Product may contain functionality which
may be used by Licensee to make shipments through carriers other than FedEx.. If so, Licensee
agrees that it will look solely to such third party carriers for the terms under which Licensee may
tender shipments to and have its shipments carried by such third party carriers and that, as
between FedEx and Licensee, Licensee is solely responsible for its compliance with such third
party carriers' terms of shipping and will look solely to such third party carriers for all remedies
attributable to claims arising out of the third party carriers’ carriage of Licensee’s shipments.
LICENSEE WILL DEFEND, INDEMNIFY AND HOLD HARMLESS FEDEX, ITS AFFILIATES, AND ITS AND
THEIR OFFICERS, AGENTS, SUBCONTRACTORS, EMPLOYEES AND LICENSORS FROM ALL CLAIMS,
DEMANDS AND JUDGMENTS, INCLUDING THE PAYMENT OF ATTORNEYS FEES, FROM THIRD PARTY
CARRIERS ARISING OUT OF LICENSEE’S USE OF THE PRODUCT TO PROCESS SHIPMENTS TENDERED
TO SUCH CARRIERS.
(b) With respect to FedEx Services, Licensee agrees that domestic and international carriage by
FedEx of any shipments tendered to FedEx pursuant to this Agreement or using the Product
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 Licensee and
FedEx covering such shipment and in any applicable tariff, Service Guide or Standard
Conditions of Carriage, copies of which are available upon request, and which are incorporated
into this Agreement by reference. If there is a conflict between the Shipping Documentation and
any such document then in effect or this Agreement, the transportation agreement, tariff,
Service Guide, Standard Conditions of Carriage, or this 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.
(c) In the event Licensee uses the Product to process shipments tendered to FedEx for delivery
to locations outside the United States or country of shipment origin, Licensee will, at Licensee’s
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

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discretion) are placed on the Shipping Documentation, as instructed by FedEx, for all such
international shipments. LICENSEE WILL DEFEND, INDEMNIFY AND HOLD HARMLESS FEDEX, ITS
LICENSORS AND ITS REPRESENTATIVES FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES,
CLAIMS AND OTHER ITEMS OF COST AND EXPENSE ARISING OUT OF LICENSEE’S 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 LICENSEE’S FAILURE TO FOLLOW FEDEX'S INSTRUCTIONS IN REGARD TO THE
PLACEMENT OF THE TERMS ON THE SHIPPING DOCUMENTATION FOR SUCH INTERNATIONAL
SHIPMENTS.
(d) Licensee acknowledges that if the Product is used to process shipments to locations outside
the United States or country of shipment origin, Licensee must enter the name of the person
completing the Shipping Documentation to print in lieu of its manual signature on the Shipping
Documentation, as applicable, for all shipments tendered by Licensee to FedEx using the
Product. Licensee further acknowledges that such printed name shall be sufficient to constitute
the Licensee’s signature, and Licensee’s acceptance of FedEx's terms and conditions of
carriage contained in the applicable transportation agreement, tariff, Service Guide, Standard
Conditions, or Shipping Documentation, under which the shipment is accepted by FedEx, or its
independent contractor.
(e) 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 Federal
Express Corporation, 3610 Hacks Cross Road, Memphis, TN, 38125. 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.
Section 11. INDEMNITY. LICENSEE SHALL, AT LICENSEE’S SOLE COST AND EXPENSE, DEFEND,
INDEMNIFY AND HOLD FEDEX, ITS LICENSORS AND ITS REPRESENTATIVES FROM AND AGAINST ALL
CLAIMS, DEMANDS, SUITS, DAMAGES, LOSSES, LIABILITIES, COSTS, EXPENSES, FINES AND
JUDGMENTS, INCLUDING REASONABLE ATTORNEY’S FEES, (HEREINAFTER, COLLECTIVELY,
“CLAIMS”) ARISING OUT OF OR RELATING TO (A) LICENSEE’S INSTALLATION, USE (OR INABILITY TO
USE) AND/OR REMOVAL (OR INABILITY TO REMOVE) OF THE PRODUCT OR ANY OTHER MATERIALS OR
SERVICES PROVIDED TO LICENSEE BY OR ON BEHALF OF FEDEX OR ITS REPRESENTATIVES(B) THE
INTENTIONAL ACTS, WILFULL MISCONDUCT OR NEGLIGENCE (ACTS OR OMISSIONS) OF LICENSEE, ITS
EMPLOYEES, OFFICERS, DIRECTORS, SUPPLIERS, CUSTOMER, AGENTS, USERS, OR REPRESENTATIVES
(COLLECTIVELY, FOR PURPOSES OF SECTIONS 11(B) AND 11(C), “LICENSEE”); OR, (C) LICENSEE’S
BREACH OF THIS AGREEMENT. FEDEX MAY INTERVENE AND ASSUME ITS DEFENSE IN ANY SUCH
CLAIMS, AT ITS EXPENSE AND IN ITS SOLE DISCRETION. LICENSEE WILL NOT SETTLE ANY CLAIMS
INVOLVING FEDEX OR THE PRODUCT WITHOUT THE PRIOR WRITTEN CONSENT OF FEDEX.
Section 12. Complete Agreement. This Agreement constitutes the entire agreement between
Licensee and FedEx with respect to the Product, and supersedes any prior or contemporaneous
understandings, representations, statements or agreements, written or oral, regarding the
Product. Notwithstanding the foregoing, any Product or Modification may come with its own
imbedded license agreement and in the event of a conflict between this Agreement and any
imbedded license agreement, the terms of the imbedded license agreement control. As used in
this Agreement, “including” means “including, without limitation” and is illustrative rather than
exhaustive. No amendment to or modification of this Agreement will be binding on FedEx
without FedEx's written consent. Licensee may not assign or otherwise transfer this Agreement
or the licenses granted herein, including by operation of law without the prior written consent of
FedEx. Any assignment or transfer in violation of the foregoing is void and of no effect. In

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addition, except for FedEx Representatives, Licensee and FedEx acknowledge and agree that
there are no third party beneficiaries to this Agreement. The provisions of Sections 1(b), 1(c),
1(d), 1(e), 2(c), 3, 4, 5, 6, 7, 8, 9, 10, 11, and 12 will survive the termination of this Agreement.
Any translation of this Agreement is done for local requirements and in the event of a dispute
between the English and non-English version, the English version of this Agreement shall
govern. Nothing in this Agreement shall limit or exclude the rights afforded under applicable
mandatory legislation to Licensee being a consumer.

FedEx Doc. No. 1081305
4/2015

9

