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****** lawyers!!!

SiberianDVM

I love Hooters
Moderator
Jul 25, 2005
8,773
1,525
Augusta, GA
Country
United States United States
I go to UPS website to ship some tissue samples and I am presented with this:


<UPS TECHNOLOGY AGREEMENT

Version UTA02012008 <CENTER></CENTER>
[SIZE=-1]PLEASE CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS OF THIS UPS TECHNOLOGY AGREEMENT. BY INDICATING BELOW THAT YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU HAVE ENTERED INTO A LEGALLY BINDING AGREEMENT WITH UNITED PARCEL SERVICE GENERAL SERVICES CO. ("UPS"). [/SIZE]
[SIZE=-1]This Agreement comprises (1) these General Terms and Conditions (including its attached Exhibit A (Definitions - General Terms and Conditions )); (2) the End User Rights (including its attached Exhibit A (Definitions - End User Rights), Exhibit B (UPS Technology), and Exhibit C (Permitted Territory)) available here (as such End User Rights may change from time to time in accordance with its terms); and (3) the documentation referenced in any of the foregoing, which are all incorporated by reference. You hereby confirm that You have read and fully understand the End User Rights available here. The Agreement may be presented to You more than once in conjunction with Your access and use of UPS Technology. Unless the version of the Agreement has changed, each instance serves to confirm the Agreement as mutually entered into and not to create an additional or separate agreement. [/SIZE]
[SIZE=-1]For purposes of the Agreement: [/SIZE]
[SIZE=-1]"Customer" means the Person that is your employer (1) and that has been assigned the UPS Account you use to register the first UPS Technology you access, if a UPS Account is required for such registration, (2) and that has been assigned the UPS Account you first use with the first UPS Technology you access, if a UPS Account is not required for registration but is required for use, or (3) when the first UPS Technology you access does not require a UPS Account for registration or use; and [/SIZE]
[SIZE=-1]"You" means, as applicable, you as an individual and the Customer. [/SIZE]
[SIZE=-1]You represent and warrant You have reached the age of legal majority and, if applicable, You can form legally binding contracts under applicable law on behalf of the Customer related to the UPS Technology. If at any time You are no longer authorized to form legally binding contracts under applicable law on behalf of the Customer related to a UPS Account, You may no longer use such UPS Account with UPS Technology. [/SIZE]

[SIZE=-1]<CENTER>General Terms and Conditions </CENTER>[/SIZE]

[SIZE=-1]1. Definitions. Capitalized terms used in this Agreement have the meanings set forth on General Terms and Conditions Exhibit A attached hereto and End User Rights Exhibit A. In the case of any conflict between the terms of the End User Rights and these General Terms and Conditions, these General Terms and Conditions shall control. [/SIZE]
[SIZE=-1]2. License Grant. [/SIZE]
[SIZE=-1]2.1 Scope. UPS hereby grants to You and You accept, subject to the terms and conditions of this Agreement, a limited, revocable, non-sublicenseable, non-exclusive, non-transferable, license to use the UPS Technology and associated Technical Documentation in the Permitted Territory for such UPS Technology. The End User Rights contain additional general license rights and restrictions, as well as UPS Technology-specific license rights and restrictions. [/SIZE]
[SIZE=-1]2.2 General Restrictions - UPS Materials and Software. You shall not, and shall cause Your employees and agents not to, sublicense, disclose or transfer the UPS Materials to any third party without the written consent of UPS. You agree not to modify (including corrections to the Software), reproduce, rent, lease, lend, encumber, distribute, redistribute, remarket or otherwise dispose of the UPS Materials or any part thereof without the consent of UPS, and hereby waive such rights granted under applicable law, except where such waiver is unenforceable. You agree not to duplicate the Software, except as required for its use in accordance with this Agreement, provided that You may make one (1) back-up copy of the Software solely for archival purposes. Such back-up copy shall include UPS's copyright and other proprietary notices, and shall be subject to all the terms and conditions of this Agreement. Notwithstanding anything to the contrary in this Agreement, You may not use the Software on an outsourced time-share or service bureau basis. [/SIZE]
[SIZE=-1]3. Export Law Assurances.You may not use or otherwise export or reexport the Software or Information except as authorized by United States law and the laws of the jurisdiction in which the Software or Information was obtained. In particular, the Software or Information may not be exported, transshipped or reexported (1) into (or to a national or resident of) the Restricted Territory or (2) to anyone on the U.S. Treasury Department list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List, each as they may be amended from time to time and which may be found at U.S. Treasury - Office of Foreign Assets Control and U. S. Bureau of Industry and Security [/SIZE]
[SIZE=-1]4. UPS Materials. [/SIZE]
[SIZE=-1]4.1 Ownership of Intellectual Property Rights. You hereby acknowledge and agree that UPS owns all right, title and interest in and to, or has the right to license to You, the UPS Materials. You acknowledge that You have not acquired any ownership interest in the UPS Materials and will not acquire any ownership interest in the UPS Materials by reason of this Agreement. You will not at any time do or knowingly permit to be done any act or thing that would in any way impair the rights of UPS or its licensors in and to the UPS Materials. UPS and its licensors reserve all rights pertaining to the UPS Materials not specifically granted herein. [/SIZE]
[SIZE=-1]4.2 Changes to UPS Materials and UPS Technology. UPS may update, alter, modify or supplement any or all of the UPS Materials and/or UPS Technology at any time. [/SIZE]
[SIZE=-1]5. Support Services. [/SIZE]
[SIZE=-1]5.1 Support and Maintenance. From time to time UPS, in its sole discretion, may choose to provide support or maintenance for the Software ("Support Services"). You hereby authorize UPS and its authorized agents (the "Support Providers"), in order to provide Support Services, to access the Software, other applications which You may be using in conjunction with the Software and Your computer systems either (1) remotely, via the Internet or other means (which may require the installation of additional software on Your computer systems by UPS or the Support Providers) ("Support Software"), or (2) through on-site visits at specific times as mutually agreed upon by the parties. You further grant UPS and Support Providers the right to manipulate and modify the Software and Your computer systems, applications, files and data as reasonably necessary to provide You with Support Services. However, You agree that any Support Services will be provided at UPS's discretion and nothing in the Agreement shall be interpreted to obligate UPS to provide any Support Services. [/SIZE]
[SIZE=-1]5.2 Access to Proprietary Information. You acknowledge and agree that You may disclose, or that UPS or the Support Providers may observe, Your information and data during the provision of Support Services by UPS or the Support Providers; and that such information and data shall be deemed non-confidential unless UPS has agreed otherwise in a signed confidentiality agreement. In addition, You acknowledge that the remote communications sessions utilized by UPS or the Support Providers may be implemented through the Internet, which is inherently insecure, and You agree that UPS or the Support Providers shall not be liable for any security breaches occurring on the Internet. You should take the foregoing into account when requesting Support Services from UPS or Support Providers. [/SIZE]
[SIZE=-1]6. Suspension; Term and Termination. [/SIZE]
[SIZE=-1]6.1 Suspension of Rights. UPS may suspend Your rights to access any part of the UPS Systems through the UPS Technology or as necessary in UPS's sole discretion including without limitation, to (1) prevent access to any part of UPS Systems or the UPS Technology that is not in compliance with the terms and conditions of this Agreement; (2) correct a material error in the UPS Systems or the UPS Technology or (3) comply with a law, regulation or rule or any ruling of a court or other body of competent jurisdiction. [/SIZE]
[SIZE=-1]6.2 Term. This Agreement shall become effective upon Your assent by clickthrough below and shall remain in full force and effect thereafter until terminated as provided herein (the "Term"). [/SIZE]
[SIZE=-1]6.3 Termination. [/SIZE]
[SIZE=-1]a. Either party may terminate this Agreement, and UPS may terminate any or all licenses to the UPS Technology granted hereunder, for convenience at any time upon written notice to the other party. [/SIZE]
[SIZE=-1]b. Notwithstanding the foregoing, this Agreement shall terminate without any further action needing to be taken by UPS (1) upon a breach of General Terms and Conditions Article 3, 4 (third sentence), 7 or 10, or Section 2.2; (2) in the event of Your bankruptcy, commencement of bankruptcy, corporate reorganization, civil rehabilitation, concordat, special liquidation or any other insolvency proceeding with respect to You, or if You shall have a receiver, administrator, administrative receiver or liquidator appointed or shall pass a resolution for winding up, or a court shall make an order to that effect, or (3) if You are a partner in or Customer is a partnership and such partnership is dissolved. [/SIZE]
[SIZE=-1]6.4 Effect of Termination. [/SIZE]
[SIZE=-1]a. Upon the termination of this Agreement for any reason whatsoever all licenses granted hereunder shall immediately terminate and You shall immediately cease and desist from all access to and use of the UPS Materials, and destroy all UPS Materials in Your possession or control. [/SIZE]
[SIZE=-1]b. Upon termination of any license to a UPS Technology, You shall immediately cease and desist from access to and use of such UPS Technology and associated UPS Materials and destroy all such associated UPS Materials in Your possession or control. [/SIZE]
[SIZE=-1]6.5 Survival of Terms upon Termination. General Terms and Conditions Articles 1, 5, 7-9 and 12; Sections 4.1, 6.4 and 6.5 and Exhibit A and the Articles and those Sections of the End User Rights identified in End User Rights Section 3.2 shall survive the termination of this Agreement for any reason. [/SIZE]
[SIZE=-1]7. Confidential Information, Trade Secrets, Information. [/SIZE]
[SIZE=-1]7.1 Disclosure. During the Term and thereafter, You shall not use (except as permitted in connection with Your performance hereunder), disclose or permit any Person access to any Trade Secrets (including, without limitation, any Trade Secrets contained in the UPS Materials). During the Term and for a period of five (5) years thereafter, except as otherwise mandated by law, You shall not use, disclose, or permit any Person access to any Confidential Information, except as permitted in connection with Your performance hereunder. You acknowledge that if You breach this General Terms and Conditions Article 7, UPS may have no adequate remedy at law available to it, may suffer irreparable harm, and will be entitled to seek equitable relief. You agree to protect such Confidential Information and Trade Secrets with no less diligence than You protect Your own confidential or proprietary information. If disclosure to Confidential Information is required under provisions of any law or court order, You will notify UPS sufficiently in advance so UPS will have a reasonable opportunity to object. [/SIZE]
[SIZE=-1]7.2 Aggregation. You shall not aggregate the Information or derive or develop information, services or products that use the Information, other than as expressly permitted under this Agreement. [/SIZE]
[SIZE=-1]8. Warranties. [/SIZE]
[SIZE=-1]8.1 By Customer. You represent and warrant that (1) Customer is not headquartered in the Restricted Territory; (2) You will not use the UPS Technology in the Restricted Territory; and (3) You are not, nor is Customer under the control of any Person on the U.S. Treasury Department list of Specially Designated Nationals, or the U.S. Department of Commerce Denied Persons List or Entity List (as they may be amended from time to time and which may be found at U.S. Treasury - Office of Foreign Assets Control and U. S. Bureau of Industry and Security), or incorporated in, a national resident of or government of the Restricted Territory. [/SIZE]
[SIZE=-1]8.2 Disclaimers. [/SIZE]
[SIZE=-1]a. UPS PARTIES WARRANTS THAT FOR NINETY (90) DAYS FROM THE DELIVERY TO YOU OF SOFTWARE THAT SUCH SOFTWARE SHALL MATERIALLY OPERATE AS DESCRIBED IN THE SOFTWARE'S CORRESPONDING TECHNICAL DOCUMENTATION. UPS'S SOLE LIABILITY FOR A BREACH OF THE FOREGOING WARRANTY SHALL BE TO REPLACE ANY SUCH SOFTWARE. EXCEPT AS STATED IN THE WARRANTY OF THE FOREGOING TWO SENTENCES, THE UPS MATERIALS 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 OR USE OF THE UPS MATERIALS IS GIVEN OR ASSUMED BY UPS AND ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, AS ARE ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE. UPS DOES NOT WARRANT THAT DEFECTS IN THE UPS MATERIALS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY UPS OR ANY UPS REPRESENTATIVE SHALL CREATE A WARRANTY. [/SIZE]
[SIZE=-1]b.You furthermore acknowledge and agree that access by UPS or the Support Providers to Your computer systems, files and associated data pursuant to Section 5 hereof is merely to facilitate Support Services on Your behalf, and You remain solely responsible for backing up Your computer systems, applications, files and data. ANY SUPPORT SERVICES OR SUPPORT SOFTWARE PROVIDED BY UPS OR A SUPPORT PROVIDER PURSUANT TO THIS AGREEMENT ARE PROVIDED "AS IS WITH ALL FAULTS", AND UPS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY SUCH SUPPORT SERVICES OR SUPPORT SOFTWARE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, UPS HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FITNESS FOR A PARTICULAR PURPOSE, RELATED TO SUPPORT SERVICES OR SUPPORT SOFTWARE PROVIDED UNDER THE AGREEMENT AND ALL ASSOCIATED ADVICE, DIAGNOSES AND RESULTS. YOU ACKNOWLEDGE AND AGREE THAT UPS WILL NOT BE LIABLE FOR ANY ERROR, OMISSION, DEFAULT, DEFICIENCY, OR NONCONFORMITY IN THE SUPPORT SERVICES. [/SIZE]
[SIZE=-1]c. THE UPS PARTIES DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE UPS SYSTEMS AND ACCESS TO SUCH UPS SYSTEMS MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF UPS'S CONTROL. THE UPS PARTIES ARE NOT LIABLE FOR ANY DAMAGES OF ANY TYPE CAUSED BY SUCH INTERFERENCE. [/SIZE]
[SIZE=-1]d. 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. [/SIZE]
[SIZE=-1]9. Limitation of Liability. [/SIZE]
[SIZE=-1]a. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE UPS PARTIES SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, 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 THIS AGREEMENT, DUE TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), DELICT, USE OF THE UPS MATERIALS OR OTHERWISE, EVEN IF THE UPS PARTIES HAVE BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. THIS LIMITATION OF LIABILITY SHALL BE APPLICABLE ONLY TO THE EXTENT PERMITTED BY LAW IN THE EVENT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE UPS PARTIES OR IN THE EVENT OF PERSONAL INJURY OR DEATH. EXCEPT FOR THE LIMITATIONS OF LIABILITY SET FORTH IN END USER RIGHTS SECTION 1.7 AND GENERAL TERMS AND CONDITIONS SECTION 8.2, IN NO EVENT SHALL THE LIABILITY OF ALL THE UPS PARTIES FOR ANY DAMAGES (DIRECT OR OTHERWISE) OR PENALTIES OR LOSS, 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), ANY CLAIM FOR DAMAGES IN EXCESS THEREOF BEING HEREBY WAIVED BY YOU. [/SIZE]
[SIZE=-1]b. FOR THE AVOIDANCE OF DOUBT AND CONSISTENT WITH THE SECOND PARAGRAPH OF THESE GENERAL TERMS AND CONDITIONS, THE PRESENTMENT OF THIS AGREEMENT (VERSION UTA02012008) MORE THAN ONCE TO YOU DOES NOT CHANGE THE UPS PARTIES' TOTAL AGGREGATE LIABILITY ABOVE ONE THOUSAND UNITED STATES DOLLARS (USD $1,000). [/SIZE]
[SIZE=-1]c. CLAIMS NOT MADE WITHIN SIX (6) MONTHS AFTER THE FIRST EVENT GIVING RISE TO A CLAIM SHALL BE DEEMED WAIVED. [/SIZE]
[SIZE=-1]10. Use of Name and Publicity. Except as expressly provided in this Agreement, You agree that You shall not, without separate prior written consent of UPS in each instance, use in advertising, publicity or otherwise the name of the UPS Parties (including without limitation United Parcel Service of America, Inc.), or any partner or employee of the UPS Parties, nor any trade name, trademark, trade dress or simulation thereof owned by the UPS Parties. [/SIZE]
[SIZE=-1]11. Notices. Except as specifically provided in this Agreement, all notices, demands or other communications required or permitted hereunder shall be in writing and shall be given as follows: [/SIZE]
[SIZE=-1]If by You: by personal delivery, UPS Next Day Air� delivery (notice deemed effective one business day after dispatch); by facsimile or telecopier transmission if a transmission confirmation is received by the sending party (notice deemed effective on date confirmation is received); or by certified mail, return receipt requested, postage prepaid (notice deemed effective on tenth business day following placement in mail) to United Parcel Service, 2010 Warsaw Road, Roswell, Georgia 30076, attention: CTM Manager, facsimile: 678-585-2074; [/SIZE]
[SIZE=-1]If by UPS: by each method available to You as well as electronic mail (notice deemed effective on date of transmission); to the address, email address or facsimile number, as applicable, (1) of Your registration information for the UPS Technology as provided to UPS or (2) of a UPS Account You use with the UPS Technology. [/SIZE]
[SIZE=-1]Either party may change its address, email address or facsimile number for notice through thirty (30) days' prior written notice to the other party. [/SIZE]
[SIZE=-1]12. Miscellaneous. [/SIZE]
[SIZE=-1]12.1 Independent Parties. The parties are independent parties and nothing herein shall be construed as creating an employment or agency relationship, partnership, and/or joint venture between the parties. Neither party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other party, or to bind such other party in any manner. [/SIZE]
[SIZE=-1]12.2 Waiver. No waiver of any provision of this Agreement, or any rights or obligations of either party under this Agreement, shall be effective, except pursuant to a written instrument signed by the party or parties waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing. [/SIZE]
[SIZE=-1]12.3 Severability of Provisions. In the event that any provision of this Agreement is found to be invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms. [/SIZE]
[SIZE=-1]12.4 Assignment. This Agreement, including any rights, licenses or obligations under this Agreement, may not be assigned by You to any other Person or entity without the prior written consent of UPS. UPS may assign, delegate or transfer all or any part of this Agreement or any rights hereunder to any member of the UPS Parties without the need for any approval or consent from You. For these purposes, "Assignment" shall include, but is not limited to, any merger or sale of all or substantially all of the assets of the assigning party or any transfer of this Agreement, or any portion hereof, by operation of law or otherwise, or any sale or other transfer of thirty percent (30%) or more of the voting shares/interests of the assigning party or control thereof. In the event of any permitted Assignment of this Agreement, this Agreement shall be binding upon and inure to the benefit of each of the parties and their respective legal successors and permitted assigns. [/SIZE]
[SIZE=-1]12.5 Taxes. Any fees payable under this Agreement do not include any taxes and fees (including, but not limited to, any applicable withholding taxes and VAT or any other tax or fee) levied by any duly constituted taxing authority against the fees payable to UPS hereunder. You shall be solely responsible for the calculation of and payment of any such taxes to the relevant taxing authority, and shall not reduce the amount of the fees payable for such tax payment. [/SIZE]
[SIZE=-1]12.6 Governing Law; Jurisdiction and Language. To the full extent permitted by law, this Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, United States of America, 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 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. To the full extent permitted by law and 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. To the full extent permitted by law, all correspondence and communications between You and UPS under this Agreement must be in the English language. In the event You have entered into this Agreement by means of the Internet display of a translated version of this Agreement in a language other than U.S. English, You may view the U.S. English language version of this Agreement by clicking here. THE EXCLUSIVE JURISDICTION FOR ANY ACTION 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. [/SIZE]
[SIZE=-1]12.7 Force Majeure. Neither party hereto shall be liable for the failure to perform any of its obligations under this Agreement if such failure is caused by any reason beyond its reasonable control including without limitation, any occurrence of any act of God, strike, industrial disturbance, or act of terrorism. [/SIZE]
[SIZE=-1]12.8 Remedies. Any remedies provided herein are non-exclusive. [/SIZE]
[SIZE=-1]12.9 Compliance with Laws. Each party, in connection with its performance hereunder, shall strictly comply with all applicable laws, rulings, and regulations and shall take no actions which would cause the other party to be in violation of any laws, rulings or regulations applicable to it, including, where required, You as a licensee filing this Agreement with a governmental entity. [/SIZE]
[SIZE=-1]12.10 Data Practices. The UPS package delivery company in Your jurisdiction, whose name and address may be found under "Contact UPS" on the UPS Web Site for Your jurisdiction ("UPS Delivery Co."), collects, processes and uses (1) personal data and information, in connection with pick up and delivery of packages in such jurisdiction ("Delivery Data"), (2) registration information about You, as prompted by UPS.com ("Registration Data") and (3) data or information otherwise provided by You in connection with the UPS Technology being used ("Other Data") (Delivery Data, Registration Data and Other Data, collectively, "Data"). UPS Internet Services, Inc., 55 Glenlake Parkway, N.E., Atlanta, Georgia, USA 30328 and other the UPS Parties receive Data and use it for the Purposes defined below. Data shall not include any information input by You in the "Address Book" functionality provided by UPS.com. [/SIZE]
[SIZE=-1]The Data is used for the following purposes (the "Purposes"): (1) to provide or enhance the services the UPS Parties make available to shippers and addressees, (2) to effect and confirm delivery, (3) to communicate with You about additional services You may find of value, (4) to satisfy the legitimate business interests of the UPS Parties (including performing trend analysis and market studies, and price setting), (5) to establish credit, (6) to perform the services requested through the UPS Technology, (7) to perform billing functions, (8) to improve internal operations, (9) to manage inquiries or claims, (10) to administer accounts, and (11) such other purposes that are consistent with the UPS Privacy Policy published on UPS's web site at http://www.ups.com/about/privacy.html (hereby incorporated by reference into this Agreement) and applicable data protection laws. You acknowledge You have read and fully understand the UPS Privacy Policy. The package recipient's signature and surname are also made available by electronic means to the shipper and its agents as proof of delivery. [/SIZE]
[SIZE=-1]The Data may be provided to certain recipients ("Recipients"): (1) the UPS Parties, for the Purposes listed above, (2) service providers of the UPS Parties, who use the Data in assisting UPS in carrying out the Purposes described above, (3) shippers and addressees possessing the package tracking number or passwords (with respect to those who have contracted for value added services), and (4) government agencies and authorities, including but not limited to customs authorities, if required by law. [/SIZE]
[SIZE=-1]The Data may be transferred for the Purposes identified above to the United States or other countries not having the same level of data protection as Your country of origin or the country of origin of the individuals to whom the Data relates; however, all Data shall be subject to appropriate technological and organizational measures applied by UPS to ensure that Data is protected from loss, disclosure, or unauthorized access. The individuals to whom personally identifiable Data relates may have rights under applicable law to access this information and to rectify any inaccuracies (other than in a completed shipping record). [/SIZE]
[SIZE=-1]You represent and warrant to UPS that when You or Your employees, agents or contractors ("Shipper Parties") provide UPS Delivery Co. with Data that relates to a particular individual ("Individual"): (1) the Shipper Parties have the right and authority to do so, (2) that You or another Shipper Party have notified each Individual (including all package addressees) that UPS will be processing Data relating to the addressee for the Purposes set forth above, that Data relating to the addressee may be provided by UPS to the Recipients set forth above, and that Data relating to the addressee may be transferred as set forth above; and (3) that You have obtained the agreement of each Individual to the processing described in these General Terms and Conditions Section 12.10. [/SIZE]
[SIZE=-1]12.11 Non-Exclusivity. Nothing in this Agreement shall be construed to preclude or restrict UPS in any way from entering into similar arrangements with any other Person or from dealing or contracting directly with mutual customers of the parties. [/SIZE]
[SIZE=-1]12.12 Entire Agreement; Amendment. This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter of this Agreement and supersedes any and all (1) prior or contemporaneous representations, understandings and agreements related thereto and (2) any prior versions of the UPS Technology Agreement between UPS and You, all of which are merged in this Agreement. Any Corporate Technology Agreement between UPS and Customer, whether entered into before or after the date of this Agreement, shall supersede this Agreement. Any UPS Technology Agreement between UPS and You having a version more recent than Version UTA02012008 shall supersede this Agreement. The superseding of any prior agreement shall not abridge UPS's rights against You as a result of any violation or breach of such prior agreement before the date of this Agreement. This Agreement may not be modified or amended except by a writing signed by authorized representatives of the parties to this Agreement; provided, however, UPS may modify the End User Rights pursuant to End User Rights Section 3.1 and the UPS Materials and UPS Technology pursuant to these General Terms and Conditions Article 5. A writing with electronic signatures shall not qualify to modify or amend the Agreement. [/SIZE]
[SIZE=-1]12.13 Waiver: European Union Notices. To the fullest extent permitted by law, if You are located in a member state of the European Union, 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 in respect of Your use of the UPS Technology. [/SIZE]
[SIZE=-1]12.14 NOTICE: Consent to Processing of Data. Except as You choose to indicate to the contrary in Your Registration Data with respect to direct marketing (which preferences may be changed at any time), You hereby consent to the processing of Your Data for the Purposes by the UPS Parties as set forth in General Terms and Conditions Section 12.10 by the UPS Parties. You also agree that where You are the package addressee or recipient, You have received notice of, and consent to, the processing and use of Your Data as described in General Terms and Conditions Section 12.10. [/SIZE]


[SIZE=-1]<CENTER>EXHIBIT A[/SIZE]
[SIZE=-1]DEFINITIONS- GENERAL TERMS AND CONDITIONS[/SIZE][SIZE=-1]</CENTER>[/SIZE]

[SIZE=-1]Affiliates means third parties that control, are controlled by, or under common control with, whether direct or indirect, a Person. [/SIZE]
[SIZE=-1]Agreement is defined in the second paragraph of these General Terms and Conditions [/SIZE]
[SIZE=-1]Alternate Billed Shipments means shipments tendered to the UPS Parties on Your behalf by another Person where such shipments are charged against Your UPS Account. [/SIZE]
[SIZE=-1]Assignment has the definition provided in General Terms and Conditions Section 12.4. [/SIZE]
[SIZE=-1]Confidential Information means any information or material, other than Trade Secrets, that is of value to UPS and is not generally known to third parties, or that UPS obtains from any third party (including without limitation the UPS Parties) that UPS treats as proprietary whether or not owned by UPS. Confidential Information shall include Information. Confidential Information shall not include information that You can show is: (1) known by You at the time of receipt from UPS and not subject to any other nondisclosure agreement between the parties; (2) now, or which hereafter becomes, generally known to the public through no fault of You; (3) otherwise lawfully and independently developed by You without reference to Confidential Information; or (4) lawfully acquired by You from a third party without any obligation of confidentiality. [/SIZE]
[SIZE=-1]Customer is defined in the third paragraph of the General Terms and Conditions. [/SIZE]
[SIZE=-1]Data has the definition provided in General Terms and Conditions Section 12.10. [/SIZE]
[SIZE=-1]Delivery Data has the definition provided in General Terms and Conditions Section 12.10. [/SIZE]
[SIZE=-1]End User Rights means the document available here and described in the second paragraph of these General Terms and Conditions. [/SIZE]
[SIZE=-1]General Terms and Conditions means this document. [/SIZE]
[SIZE=-1]Inbound Shipments means shipments tendered to the UPS Parties for delivery to You. [/SIZE]
[SIZE=-1]Individual has the definition provided in these General Terms and Conditions Section 12.10. [/SIZE]
[SIZE=-1]Information means information provided from the UPS Systems related to services provided by the UPS Parties or generated in connection with You shipping with the UPS Parties, including without limitation, Tendered Shipments. [/SIZE]
[SIZE=-1]Other Data has the definition provided in General Terms and Conditions Section 12.10. [/SIZE]
[SIZE=-1]Outbound Shipments means shipments tendered to the UPS Parties by You. [/SIZE]
[SIZE=-1]Permitted Territory means for any UPS Technology those countries associated with such UPS Technology on End User Rights Exhibit C. [/SIZE]
[SIZE=-1]Person means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization or other legal entity. [/SIZE]
[SIZE=-1]Purposes has the definition provided in General Terms and Conditions Section 12.10. [/SIZE]
[SIZE=-1]Recipients has the definition provided in General Terms and Conditions Section 12.10. [/SIZE]
[SIZE=-1]Registration Data has the definition provided in General Terms and Conditions Section 12.10. [/SIZE]
[SIZE=-1]Restricted Territory means those countries subject to a comprehensive economic sanctions program administered by the U.S. Department of the Treasury, Office of Foreign Assets Control ("OFAC") or to any other general prohibition on the use, exportation, or reexportation of the UPS Technology under U.S. sanctions or export control laws. Countries subject to OFAC embargo or sanctions can change at any time and can be updated by consulting materials available at U.S. Treasury - Office of Foreign Assets Control and U. S. Bureau of Industry and Security. [/SIZE]
[SIZE=-1]Shipper Parties has the definition provided in General Terms and Conditions Section 12.10. [/SIZE]
[SIZE=-1]Software means all computer software provided by UPS under this Agreement, excluding sample computer software code, and any associated Technical Documentation, and any Updates thereto provided by UPS. [/SIZE]
[SIZE=-1]Support Services has the definition provided in General Terms and Conditions Section 5.1. [/SIZE]
[SIZE=-1]Support Software has the definition provided in General Terms and Conditions Section 5.1. [/SIZE]
[SIZE=-1]Support Providers has the definition provided in General Terms and Conditions Section 5.1. [/SIZE]
[SIZE=-1]Technical Documentation means collectively any and all documentation and/or sample computer software code regarding the UPS Technology or the UPS Mark provided or made available to You by UPS hereunder. [/SIZE]
[SIZE=-1]Tendered Shipment means a shipment tendered by or for You to the UPS Parties for delivery, including Outbound Shipments, Alternate Billed Shipments and Inbound Shipments. [/SIZE]
[SIZE=-1]Term has the definition provided in General Terms and Conditions Section 6.2. [/SIZE]
[SIZE=-1]Trade Secret means any information of UPS that UPS acquired from a third party (including without limitation the UPS Parties) which is not commonly known by or available to the public, which (1) derives economic value, actual or potential, from not being generally known to and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use, and (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. [/SIZE]
[SIZE=-1]Update(s) shall mean maintenance, error corrections, modifications, updates, enhancements or revisions to the UPS Materials. [/SIZE]
[SIZE=-1]UPS means United Parcel Service General Services Co. [/SIZE]
[SIZE=-1]UPS Account means any shipping account assigned to You by a member of the UPS Parties. [/SIZE]
[SIZE=-1]UPS Databases means databases of proprietary information related to the shipping services of the UPS Parties and distributed with or for use with Software. [/SIZE]
[SIZE=-1]UPS Delivery Co. has the definition provided in General Terms and Conditions Section 12.10. [/SIZE]
[SIZE=-1]UPS Mark means the following mark: [/SIZE]

[SIZE=-1]<CENTER>
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[SIZE=-1]UPS Materials means collectively the UPS Technology, the UPS Databases, the Technical Documentation, the Information, the Software, the UPS Mark, and the UPS Systems. [/SIZE]
[SIZE=-1]UPS Parties means UPS, and its then current Affiliates, and their respective shareholders, officers, directors, employees, agents, partners, third party suppliers and third party licensors. [/SIZE]
[SIZE=-1]UPS Systems means the UPS computer and network systems accessed by the UPS Technology. UPS Technology means those products identified on End User Rights Exhibit B. You is defined in the third paragraph of this Agreement. [/SIZE]

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****** LAWYERS!!!!!!!



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ualtim

Carrollton, TX
Supporting Member
Aug 20, 2005
7,451
2,133
Country
United States United States
Thats how lawyers justify their salary. They get paid by the letter. :D
 

MCDavis

The Plaid Duffer
Staff member
Moderator
Oct 19, 2006
13,502
5,094
Sanford, NC
Country
United States United States
Condensed version:

It'll get there when we deliver it in the condition it's delivered in. Any thing that happens is your problem for using UPS.
 

Eracer

No more triple bogies!!
Oct 31, 2005
12,405
8
I hate to defend lawyers. GOD I hate to defend lawyers. But the truth is - lawyerspeak exists because of all the a$$holes in the world (and especially in the good old USA) willing to sue anybody, anytime, for any perceived slight.

McDonalds was sued for $90,000,000 because some stupid bitch spilled coffee on herself.

Without greed, there would be a lot fewer lawyers.
 

eclark53520

DB Member Extraordinaire
Supporting Member
Dec 24, 2007
17,371
7,439
South Central Wisconsin
Country
United States United States
I hate to defend lawyers. GOD I hate to defend lawyers. But the truth is - lawyerspeak exists because of all the a$$holes in the world (and especially in the good old USA) willing to sue anybody, anytime, for any perceived slight.

McDonalds was sued for $90,000,000 because some stupid bitch spilled coffee on herself.

Without greed, there would be a lot fewer lawyers.

The unfortunate truth....
 

MCDavis

The Plaid Duffer
Staff member
Moderator
Oct 19, 2006
13,502
5,094
Sanford, NC
Country
United States United States
I hate to defend lawyers. GOD I hate to defend lawyers. But the truth is - lawyerspeak exists because of all the a$$holes in the world (and especially in the good old USA) willing to sue anybody, anytime, for any perceived slight.

McDonalds was sued for $90,000,000 because some stupid bitch spilled coffee on herself.

Without greed, there would be a lot fewer lawyers.

Your use of profanity offends me...I'm calling my lawyer!!
 
Jun 24, 2006
1,945
3
I hate to defend lawyers. GOD I hate to defend lawyers. But the truth is - lawyerspeak exists because of all the a$$holes in the world (and especially in the good old USA) willing to sue anybody, anytime, for any perceived slight.

McDonalds was sued for $90,000,000 because some stupid bitch spilled coffee on herself.

Without greed, there would be a lot fewer lawyers.

We talked about this in my law class:real angry:

She got way less than she wanted..total was like..3 million.
 

DaveE

The golfer fka ST Champ
Aug 31, 2004
3,986
3
We talked about this in my law class:real angry:

She got way less than she wanted..total was like..3 million.

Still, the idea that she was paid 3M for being stupid explains the need for so many lawyers. "

"Why didn't someone tell me coffee is hot and that I shouldn't squeeze a paper cup between my legs?"

Idiot.
 

eclark53520

DB Member Extraordinaire
Supporting Member
Dec 24, 2007
17,371
7,439
South Central Wisconsin
Country
United States United States
Still, the idea that she was paid 3M for being stupid explains the need for so many lawyers. "

"Why didn't someone tell me coffee is hot and that I shouldn't squeeze a paper cup between my legs?"

Idiot.


Agreed, idiocy is apperently grounds for a lawsuit now...and the judge that let this get into court needs to be flogged..
 

Rockford35

Shark skin shoes
Staff member
Admin
Aug 30, 2004
21,796
1,072
Canada
Country
Canada Canada
"We need to say all this stuff because we are UPS. And, in it's inevitability, we're gonna smash your stuff, so this gets us out of any situation that may arise from the aforementioned smashing, even though we will charge you brokerage fees on top of the damaged or lost product."

Fecking bastards. Lawyers suck too.

R35
 
Jun 24, 2006
1,945
3
Still, the idea that she was paid 3M for being stupid explains the need for so many lawyers. "

"Why didn't someone tell me coffee is hot and that I shouldn't squeeze a paper cup between my legs?"

Idiot.

couldn't agree more.

At MOST she should have gotten her medical bills paid for..and maybe a cup of coffee on the house.

Even if the coffee was too hot --dont put it between your legs, and get it with milk, FOOL.
 

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