Fedex Master Agreement | Fedex Developer Portal

FEDEX MASTER PLATFORM SUBSCRIPTION AGREEMENT

This Master Platform Subscription Agreement (this “MPSA”) contains the terms under which FedEx agrees to grant Customer access to and use of the Subscription Services. By indicating Customer’s acceptance of this MPSA, by executing an Order Form that references this MPSA,or by using the Subscription Services, Customer agrees to be bound by this MPSA. The MPSA 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). If you are entering into this MPSA on behalf of an entity, such as the company you work for, then you represent to FedEx that you havethe legal authority to bind the Customer to this MPSA. If you do not have that authority or if Customer does not agree with the terms of this MPSA, then you may not indicate acceptance of this MPSA, and neither you nor Customer may use or access any of the Subscription Services. The “Effective Date” of this MPSA is the date on which you first indicate your assent to the terms of this MPSA.

RECITALS

WHEREAS, FedEx is engaged in the remote delivery of certain Insights and Subscription Services as further described below;

WHEREAS, Customer desires to access and use Subscription Services in order to obtain Insights, all subject to and in accordance with the Agreement; and,

WHEREAS, FedEx is willing to provide such Insights and Subscription Services to Customer subject to Customer’s payment of the applicable fees, all subject to, in accordance with, the terms and conditions of the Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Definitions

Capitalized terms used but not otherwise defined in this MPSA have the meanings as set forth below:

“Affiliate” means any entity that controls or is controlled by or is under common control with FedEx or Customer, as applicable, but only for so long as such common control exists. “control” means possessing, directly or indirectly, the power to direct or cause the direction of the management, policies and operations of such entity, whether through ownership of voting securities, by contract or otherwise.

“Agreement” means the applicable Order Form and the then-current version of this MPSA, including applicable Policies referenced herein.

“Customer Data” means any data that Customer inputs into the FedEx Platform for Processing by FedEx (or its sub-processors), including any Personal Data forming part of such data.

“Documentation” means the software user and administrator manuals made available by FedEx regarding use of the FedEx Platform, and which may include updates, revisions or new documentation.

“Entitlements” means the license metrics and other scope limitations applicable to Customer’s license rights to access and use the Subscription Services, as specified in the applicable Order Form.

“FedEx” means the FedEx entity identified in the applicable Order Form. Page 2 of 19 FedEx Confidential January 2024 version FedEx Doc No. 1517403 v. 13.

“FedEx Platform” means those internal FedEx technology resources (e.g., computers, servers, software, networks, etc.) which Process information and data in order to provide Insights and Subscription Services to Customers, including any application programming interfaces and webhooks (APIs) to a Subscription Services hosted by such resources.

“Feedback” means any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any other party relating to the Subscription Services or the FedEx Platform. “Free Trial” means use of the Subscription Services for trial purposes pursuant to an Order Form that expressly specifies that Customer’s use of the Subscription Service is free of charge for a limited, specified period of time. The period of time for Free Trial is the “Free Trial Period.”

“Insights” means information, data and alerts generated by the FedEx Platform for any and all enrolled Subscription Services using the standard functionality or reporting features of the FedEx Platform.

“Intellectual Property Rights” means all intellectual property rights in any country including, without limitation, all of the following: (a) patents, designs, utility models, inventions, invention disclosures, discoveries, industrial designs and other industrial property rights; (b) trademarks, trade names, corporate names, business names, fictitious names, trade styles, service marks, logos, Internet domain names and other source or business identifiers, and all goodwill associated therewith; (c) all trade secrets and other rights in technology, data, technical information, know-how and confidential or proprietary information; (iv) all rights associated with works of authorship, including exclusive exploitation rights, copyrights, mask works, integrated circuits, moral rights and droit d’auteur, and rights in software; (v) all registrations, applications, renewals, reissues, divisions, re-examinations, extensions, provisionals, continuations and continuations-in-part of any of the foregoing and (vi) any similar, corresponding or equivalent rights to any of the foregoing anywhere in the world.

“Issues” means material technical issues within the FedEx Platform that prevent the FedEx Platform from providing Subscription Services to Customer in accordance with the applicable Policies.

“Maintenance Services” means the support and maintenance services program specified inthe applicable Order Form. Terms governing the Maintenance Services are specified in the applicable Policies.

“Order Form” means one or more order forms executed by the Parties. Each Order Form will set forth, among others, the Subscription Services, and the Entitlements, Maintenance Services, service levels (if any), service descriptions and other terms and conditions applicable to the Subscription Services. Each Order Form will specifically identify this MPSA and indicate that it is subject to the terms hereof.

“Personal Data” means information about an identified or identifiable individual and/or information that can be used, whether alone or in combination with other information, to contact, locate or identify a natural person or device.

“Process” or “Processing” means any operation or set of operations which is performed on data or on sets of data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

“Security Incident” is the unauthorized or unlawful destruction, loss, alteration or disclosure of Personal Information.

“Subscription Services” means the remote access to, and use, of the FedEx Platform in order to obtain Insights from those service offerings to which Customer subscribes, together with the applicable Maintenance Services, each as specified in the applicable Order Form and the applicable Policies. Page 3 of 19 FedEx Confidential January 2024 version FedEx Doc No. 1517403 v. 13.

“Subscription Start Date” means, with respect to each Order Form, the later to occur of the “Subscription StartDate” specified in the Order Form, or the date on which the last of FedEx and Customer executes the Order Form. For Renewal Terms, the Subscription Start Date will be the day immediately following the date on which the preceding term expired, unless otherwise specified in the Order Form.

“User” means any individual who has been authorized by Customer, in accordance with the requirements of the Agreement, to use the end user features and functionality of the FedEx Platform.

2. Subscription Services Access, Use and Restrictions.

2.1 Access and Use Grant. Subject to the terms of the Agreement, including the applicable Order Form(s), FedEx hereby grants to Customer a limited, revocable, non-transferable (except in the event of a permitted assignment pursuant to Section 15.2), non-sublicensable, non-exclusive right to access and use the Subscription Service in order to obtain Insights during the Term solely for Customer's own internal business purposes unless FedEx expressly authorizes use by a third party or for the benefit of a third party in an Order Form (and, in such event, the authorization is for only the specific Order Form and uses listed therein).

2.2 Use Restrictions. The license does not permit, and Customer will not, either alone or through a third party:

2.2.1 license, sublicense, sell, resell, rent, lease, transfer, assign, distribute or otherwise commercially exploitat or make available to any third party all or any part of the Subscription Services;

2.2.2 modify, alter, tamper with, repair or otherwise create derivative works based upon all or any part of the Subscription Services;

2.2.3 copy or reproduce all or any part of the Subscription Services;

2.2.4 create internet links to the Subscription Services (other than creating a bookmark link to the Subscription Services) or frame or mirror the Subscription Services on any other server or wireless or internet-based device;

2.2.5 reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Subscription Services or access the Subscription Services in order to: (a) build a competitive product or service; (b) build a product using similar ideas, features, functions or graphics of the Subscription Services; or (c) copy any ideas, features, functions or graphics of the Subscription Services;

2.2.6 access or use the Subscription Services in a way intended to avoid incurring fees, exceeding rights granted herein, avoiding limitations or restrictions or exceeding Entitlements;

2.2.7 use the Subscription Services for timesharing, outsourcing, utility or service bureau purposes or otherwise for the benefit of a third party;

2.2.8 remove, alter or deface any titles or trademarks, copyrights or other proprietary or restricted rights notices, labels, or marks in the Subscription Services;

2.2.9 screen-scrape, auto-inquire, or use crawlers or other automated tools to extract data from any part of the FedEx Platform; or,

2.2.10 ttempt to or allow any of the foregoing.

2.3 Affiliate Purchase. Any Affiliate of Customer may enter into an Order Form with FedEx and, only for the purposes of any such Order Form, will be considered “Customer” as that term is used in this MPSA, Page 4 of 19 FedEx Confidential January 2024 version FedEx Doc No. 1517403 v. 13. provided that Customer will remain liable for the acts or omissions of its Affiliates.

2.4 APIs. To the extent the Subscription Services includes access to or use of FedEx APIs, the terms and conditions of Exhibit A apply.

3. Customer Obligations.

3.1 Customer Hardware, Services and Telecommunications. FedEx does not provide any equipment or hardware under this Agreement. FedEx will specify the minimum networking, hardware, software, firewalls and/or environmental conditions, and communications requirements applicable to the Subscription Services (“System Requirements”). Customer is responsible for obtaining and maintaining all hardware, software and communications equipment necessary to access and use the Subscription Services, for procuring internet access to access and use the Subscription Services, and for paying all third-party access charges (e.g., ISP, telecommunications) incurred while using the Subscription Services.

3.2 Passwords and Access. Customer is responsible for maintaining control over, and the confidentiality of, all Customer account information and IDs, usernames, passwords, and other access credentials for the Subscription Services (“Credentials”). Customer is responsible for all use of the Subscription Services by those who have access to the Subscription Services through Customer (directly or indirectly), except to the extent that unauthorized use of the Credentials is caused by FedEx failing to comply with the security requirements of this MPSA. Customer is responsible for maintaining the confidentialityof Credentials. Customer further agrees that it shall (a) disclose the Credentials only to Users who are Customer’s employees, (b) it shall instruct such emplyee Users to protect the Credentials against disclosure to third parties; and (c) if an employee User leaves Customer’s employ, Customer will be responsible for de-activating the Credentials. Notwithstanding the foregoing, FedEx reserves the right to unilaterally change Credentials, without notice to Customer, if FedEx, in its reasonable but sole discretion, determines continued use of the Credentials presents a security risk. Customer will promptly notify FedEx of any unauthorized access to or use of Credentials. FedEx may discontinue, suspend, block, terminate or suspend any Users access to Subscription Service(s) at any time without notice for any reason in its sole discretion, even if access continues to be allowed to other Subscription Service(s).

3.3 Policies. Customer will at all times comply with all applicable FedEx policies posted on or available through the FedEx Platform (collectively, the “Policies”). For the avoidance of doubt, the Policies include the 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 will be read together with, the FedEx Global Privacy Policy and Privacy Notice, available here. Any and all Policies 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. In the event of a violation of such policies by Customer, FedEx may suspend access to the affected Subscription Services if reasonably deemed necessary by FedEx, acting in good faith, in order to stop or minimize the effects to FedEx or other FedEx customers of such a violation. When commercially practicable, FedEx will provide prior written notice to Customer and an opportunity to cure such a violation, and where not commercially practicable, FedEx will give prompt written notice following such suspension to Customer. In the event Customer does not cure such violation within a reasonable period of time, based on the nature of the problem and the severity of the impact on FedEx, FedEx may terminate the applicable Order Forms (in whole or in part) or this MPSA (in whole or in part).

3.4 Customer Data. Customer hereby grants to FedEx a non-exclusive, world-wide, royalty-free license and right to Process and otherwise use the Customer Data as necessaryto provide the Subscription Services, in accordance with the applicable Polices, and as otherwise may be agreed in writing by Customer. Customer reserves all other rightsnot expressly granted in the Agreement.

3.5 Compliance with Law. Customer is responsible for using the Subscription Service and the FedEx Platform only in accordance with all applicable laws and regulations. Customer will defend, indemnify and hold harmless FedEx, its parent and affiliate companies and their respective officers, directors, Page 5 of 19 FedEx Confidential January 2024 version FedEx Doc No. 1517403 v. 13. employees, agents and representatives from any and all claims arising out of Customer’s or User’s violation of any applicable law or regulation.

3.6 Reliance on Customer. FedEx will be entitled to rely upon the information provided by Customer and its personnel, vendors, and other associated third parties, including Users, and assumes that it is correct in all material respects. Customer is solely responsible for the accuracy, quality and integrity of the Customer Data that Customer or its Users input into the FedEx Platform. Customer is responsible, using no less than reasonable efforts, for ensuring that its Users permitted to access and use the Subscription Service, comply with the terms of the Agreement. Prior to permitting User who are not employees of Customer to access or use the Insights or Subscription Services (both only as expressly authorized in the applicable Order Form), Customer will obtain a written agreement from the potential User containing (i) consents from Users necessary for FedEx to fulfill its obligations and exercise its rights set out in the Agreement; (b) restrictions and provisions as protective of FedEx and its rights as set forth in the Agreement; and (c) disclosures, legends and other notices to be presented to the Users. Customer is responsible for acts and omissions of its Users relating to the Agreement.

3.7 Customer Discretion and Judgement. Customer understands and agrees that Customer is solely responsible for determining whether the FedEx Platform and the Subscription Services provided hereunder, including any revised business processes implemented pursuant to the Agreement, (i) meet Customer’s business requirements, (ii) comply with federal, state and local laws, ordinances, codes, regulations and policies, and (iii) comply with Customer’s applicable internal guidelines, long-term goals and any related agreements. Customer will be solely responsible for determining whether to use or refrain from using any Insights or other recommendations made by FedEx. Customer agrees and acknowledges that despite being enrolled in a Subscription Service, situations may occur which will result in Insights being not readily available. Customer agrees that its obligations hereunder are neither contingent on the delivery of any current or future functionality or features nor dependent on any oral or written public comments made by FedEx regarding future functionality or features.

3.8 Customer Materials. Customer may provide FedEx with certain Customer or its Affiliates’ trademarks, trade names, logos, service marks, domain names, and URLs (“Logos”) and with certain materials (including, content, text, graphics, artwork, and other information) (collectively, “Customer Materials”) which will be used by FedEx in the performance of the Subscription Services. Customer grants FedEx a non-exclusive, worldwide, sublicensable, fully paid-up license during the Term to (a) use, reproduce, create derivative works, publicly perform, publicly display and transmit the Customer Materials; and, (b) use, reproduce, publicly perform, publicly display and transmit the Logos Customer provides to FedEx as part of the Customer Materials for use in connection with the Customer Materials, all in connection with the Subscription Services, in accordance with the applicable Polices, and as otherwise may be agreed in writing by Customer.

4. FedEx Obligations.

4.1 Delivery of Subscription Services. FedEx will use commercially reasonable efforts to make the Subscription Service(s) indicated in executed Order Form(s) available to Customer 24 hours a day, 7 days a week, in accordance with this Agreement (including the applicable Policies) except for (a) a pre-defined time period, typically on a weekly basis, during which planned outages of the Subscription Services may occur (“Maintenance Windows”), (b) unscheduled downtime necessary to address emergency situations, and (c) any Force Majeure (as defined in Section 15.1). The Maintenance Windows for each Subscription Services are set out in the Policies applicable to such Subscription Services. FedEx makes no guarantee that the Subscription Services will operate error-free or on an uninterrupted basis.

4.2 Access. The Parties acknowledge that, since the internet is neither owned nor controlled by any particular entity, FedEx can make no guarantee that any given Customer will be able to access the Subscription Services at any given time. There are also no assurances given that access to the Subscription Services will be available at all times or be uninterrupted, and FedEx will not be liable to Customer or to any third party for failure of accessibility to the Subscription Services, including failures of Page 6 of 19 FedEx Confidential January 2024 version FedEx Doc No. 1517403 v. 13. the internet or for other causes beyond FedEx's reasonable control.

4.3 Implementation Services.

4.3.1 Customer will verify it has the met the System Requirements in order for FedEx to provide standard configuration, training and interface development services related to the Subscription Services, as may be agreed by the Parties from time to time. Fees, if any, for such services, will be set out in the applicable Order Form.

4.3.2 Customer will perform and cooperate with FedEx to the extent FedEx performs any testing necessary to verify that implementation is complete, including, without limitation, system and integration testing.Customer will be responsible for the contractual relationship with third parties and for ensuring that they cooperate with FedEx. FedEx will have no responsibility for the performance of other contractors or vendors engaged by Customer,or delays caused by them, in connection with the Subscription Services.

4.4 Maintenance and Support Services. The Maintenance and Support Services for a Subscription Service will be set out in the Policies applicable to such Subscription Service. The fees, if any, for Maintenance and Support Services will be set forth in the applicable Order Form. The resolution of Issues through Maintenance and Support will be reasonable, diligent and reasonably prompt based on the nature of the Issue; provided, however, FedEx does not guarantee that any or all Issues will be resolved. Customer’s sole and exclusive remedy for the failure of FedEx to a resolve an Issue is the termination of the applicable Order Form in accordance with Sections 14.3 or 14.4 below.

4.5 Improvements. Although FedEx may update, enhance, upgrade or otherwise improve the Subscription Services (“Improvements”) from time to time, FedEx is under no obligation under the Agreement to do so. In order to access, receive or use Improvements, additional fees may be required. In the event FedEx releases Improvements Customer will be responsible for all costs associated with implementing an Improvement including, but not limited to, system integration services, business process analysis, web development updates, or any updates to integrations. For purposes of the Agreement, Improvements will be considered Subscription Services; though, Customer may be required to accept additional terms and conditions (which may include an Order Form) in order to access, receive or use Improvements and for such Improvements to be licensed as Subscription Services under this MPSA.

4.6 Modification of Subscription Services. Subject to the notification obligations of this Section 4.6, FedEx may change, discontinue, reduce or remove (“Modify”) any of the Subscription Services or any existing feature or functionality from the Subscription Services from time to time. FedEx will make reasonable efforts to keep Customer apprised of planned Modifications to the Subscription Services (which may include posting of notices within or through the FedEx Platform or changes to the applicable Policies). In the event that FedEx decides to Modify a feature or functionality from the Subscription Services in a manner that is likely, in FedEx's sole discretion, to materially undermine the value of the Subscription Services to Customer, FedEx will provide at least thirty (30) days prior written notice of the retirement of such feature or functionality, except that FedEx may not provide such notice in advance if the Modification is, in FedEx's sole discretion, necessary to (a) address any legal or regulatory issue or request of a government entity, (b) address any emergency or threat to the security, integrity or performance of FedEx (or its licensors), or (c) respond to claims, litigation, or loss of license rights related to third party Intellectual Property Rights.

4.7 Insights. Without prejudice to the Disclaimer of Warranties and Liabilities applicable to Subscription Services, Customer acknowledges and agrees that the Insights (a) provided will be the data and information available to FedEx at the time; (b) may be limited and incomplete; (c) may change or be modified; and, (d) may not be readily available. Page 7 of 19 FedEx Confidential January 2024 version FedEx Doc No. 1517403 v. 13.

5. Additional and Core Services.

5.1 Additional Services. FedEx, in its discretion, may from time to time agree to perform additional services for Customer in respect of the Subscription Services. Any such additional services will be performed in accordance with and subject to an Order Form that describes (a) the additional services to be performed, (b) any products, documents, reports, work product, software or other materials to be delivered to Customer, (c) completion criteria, if applicable, (d) as applicable, a general timetable for the additional services, (e) fees and other amounts due in connection with the additional services and (f) such other terms and conditions as the parties may agree.

5.2 Changes. For any change to the terms of an Order Form to bind the parties, such changed terms must be set forth in an amendment to the Order Form executed by both parties, which, upon such execution, will be deemed to be a part of the applicable Order Form.

5.3 Customer Obligations. In addition to any specific obligations of Customer that may be set forth in an Order Form, Customer will provide FedEx with reasonable cooperation and assistance in connection with FedEx's provision of its services under any Order Form. FedEx will not be responsible for a default or delay in performance of its obligations under the Agreement to the extent such default or delay is attributable to the failure of Customer to perform its obligations under the Agreement; additionally, FedEx will have the right to adjust the fees, expenses, scope of work, specifications and schedule included in the Order Form as FedEx deems reasonably necessary to accommodate any such failure of Customer.

5.4 Core Services. The Agreement does not govern transportation, print, logistics, or retail services provided by FedEx or its Affiliates (Core Services”) even though the Subscription Services may relate to or provide information regarding Core Services. Core Services are governed solely by the then current terms and conditions applicable to such Core Services (e.g., the terms and conditions at www.fedex.com. www.shoprunner.com, or www.fedexoffice.com, as applicable; the then current FedEx Service Guide for the applicable country of shipment; the current FedEx Freight 100 Series Tariff; the terms and conditions set forth on any FedEx airway bill, bill of lading or shipping label or in a transportation agreement between Customer and the applicable FedEx Affiliate) (the “Core Services Offering”). The Agreement does not modify, limit, supplement or supersede the terms and conditions of the applicable Core Services Offering. For the avoidance of doubt, Core Services are not part of Subscription Services; and, Subscription Services are not part of the Core Services. Nothing in the Agreement or Customer’s use of the FedEx Platform obliges FedEx to take any special action, except as provided in the applicable terms and conditions, with respect to any delayed shipment.

6. Fees and Payment

6.1 Fees. FedEx will invoice Customer for all fees, charges and reimbursable items payable to FedEx on a monthly basis or otherwise in accordance with the schedule set forth in the relevant Order Form as such payments are due. Unless otherwise agreed in the relevant Order Form, Customer will pay the invoiced amount in full within fifteen (15) calendar days of the date of each invoice. Customer will reimburse FedEx for all reasonable documented out-of-pocket travel and lodging expenses paid or incurred by Customer in connection with the Subscription Services and any other documented reimbursable items set forth in this Order Form.

6.2 Late Payments. Failure to make due payment in accordance with the terms of the Order Form may cause FedEx to apply an interest charge of up to one and one-half percent (1.5%) per month (but not to exceed the maximum lawful rate) on all amounts which are not timely and duly paid, accruing daily and compounding monthly from the date such amounts were due. Customer will reimburse FedEx for all costs and expenses incurred by FedEx in connection with the collection of overdue amounts, including attorneys’ fees. Customer will not be permitted to set off any deductions against any amounts due to FedEx.

6.3 Taxes. All payments to FedEx under this MPSA are exclusive of sales and use taxes and any other applicable taxes, however characterized by the relevant taxing authority. Any such taxes will be Customer's Page 8 of 19 FedEx Confidential January 2024 version FedEx Doc No. 1517403 v. 13. sole responsibility and Customer will pay or reimburse FedEx promptly following FedEx's request for such payment or reimbursement, for any such taxes, as determined in FedEx's sole discretion, based on any services provided under this MPSA; provided, however, that this provision will not apply to taxes based on FedEx's income. Customer will promptly provide any information reasonably requested by FedEx in determining, and minimizing to the extent legally permissible, Customer's tax liability pursuant to this MPSA including, but not limited to, any resale certificates, evidence of tax-exempt status, and information regarding Customer's state of usage of Subscription Services.

7. Intellectual Property Ownership

7.1 Subscription Services. This Agreement does not confer, assign, or transfer to Customer any rights ownership in the Subscription Services or any associated Intellectual Property. FedEx owns and retains all right, title and interest, including all Intellectual Property Rights, in and to the Subscription Services (including, for the avoidance of doubt, the FedEx Platform and Insights) and all derivatives, enhancements and improvements to any portion of the Subscription Services. All rights not expressly granted to Customer, including any Intellectual Property Rights, are reserved to FedEx and its licensors. Customer does not have any implied rights hereunder.

7.2 Feedback. In the event Customer elects 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 Customer has designated the Feedback as confidential. FedEx will be entitled to use the Feedback without restriction or further compensation to Customer. 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. All inventions, works of authorship, Improvements, Modifications or developments conceived or made by FedEx based wholly or partially on Feedback, will be the sole and exclusive property of FedEx.

7.3 Usage Data. FedEx may Process data generated by, and resulting from, Customer and Users’ use of the FedEx Platform (such aslog data and performance results for the FedEx Platform) (“Usage Data”). FedEx determines the manner and purpose of its processing of Usage Data, including to operate and improve the Subscription Services, to detect security incidents,and to protect against fraudulent or illegal activity. If and to the extent Usage Data consists of Personal Data, FedExwill comply with its privacy policy published at www.fedex.com. Usage Data is the sole and exclusive property of FedEx and FedEx owns all rights, title and interest, including all Intellectual Property Rights, in and to Usage Data. Usage Data is FedEx Confidential Information.

7.4 US Government Rights. Each item of Documentation orsoftware, as provided or made available by FedEx in connection with the Subscription Services, is a "commercial item" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to such software and the Documentation as are granted under this Agreement.

8. Data Protection.

8.1 Data Protection. In connection with the Subscription Services, FedEx may access Customer's Personal Data. Each Party agrees that it will comply with its respective obligations under applicable data protection laws and with its own posted privacy policies in connection with its obligations under the Agreement.

8.2 Data Security and Privacy. Each Party will maintain an information security program that includes administrative, electronic, technical, physical and other security measures and safeguards in accordance with current industry standards. Such program will cover (a) ensuring the security and confidentiality of all Page 9 of 19 FedEx Confidential January 2024 version FedEx Doc No. 1517403 v. 13. Customer Data; (b) protecting against any unauthorized access to or use of such Customer Data; (c) protecting against any anticipated threats or hazards to the security or integrity of such Customer Data; (d) limiting access to Customer Data to only FedEx personnel who have a reasonable need for such information; (e) instructing all persons who have access to Customer Data of the necessity to maintain the confidentiality of the Customer Data; (f) ensuring the proper, secure and lawful disposal of Customer Data within its possession or control; and (g) ensuring compliance with the requirements under Applicable Law and the then current industry standards. Customer acknowledges that public networks, including cellular networks, over which Insights may travel are susceptible to interception by third parties and that FedEx is under no obligation to secure Customer’s privacy over such networks. FedEx may use, store, process, distribute and, at its election, sell to third parties or Customer via ancillary services or other customers of Insights and data collected through Customer’s and its consignee’s use of the Subscription Services generally.

8.3 Responsibilities of Customer. Customer will ensure that (a) all Personal Data provided to FedEx has been, and will continue to be, collected and used in accordance with the notice, consent and other requirements of applicable data protection laws; and, (b) it has, and will continue to have, the right to transfer Personal Data to FedEx for the purpose(s) set forth in the Agreement.

8.4 Savings Clause If a court of competent jurisdiction, local data privacy supervisory authority or similar governmental authority determines that any of the data privacy or processing provisions of this Agreement do not comply with applicable data privacy law, the Parties shall negotiate in good faith alternative terms to facilitate such compliance.

9. Confidential Information.

9.1 Definition. “Confidential Information” means nonpublic, information disclosed by the Disclosing Party pursuant to this Agreement that is marked as "confidential”, “proprietary” or with words of similar import. “Disclosing Party” means the party providing Confidential Information. “Receiving Party” means the party receiving Confidential Information. For the avoidance of doubt, Confidential Information includes third-party information that the Disclosing Party is obligated to keep confidential. Customer expressly acknowledges and agrees that the terms and conditions of this MPSA (including any pricing information for products or services offered or otherwise provided by FedEx, and Policies), Insights and any Feedback, is the "Confidential Information" of FedEx and subject to the provisions of this Section 9.

9.2 Confidentiality Obligations. During the Term and thereafter, the Customer and FedEx will each (a) hold the Confidential Information of the other in trust and confidence and avoid the disclosure or release thereof to any other Person by using the same degree of care as it uses to avoid unauthorized use, disclosure, or dissemination of its own confidential information of a similar nature, but not less than reasonable care, and (b) not use the Confidential Information of the other Party for any purpose whatsoever except as expressly contemplated under the Agreement. Each Party will disclose the Confidential Information of the other only to those of its employees and agents having a need to know such Confidential Information and who are bound by confidentiality obligations and will take all reasonable precautions to ensure that such employees and agents comply with the provisions of this Section 9.1. Confidential Information will remain the sole property of the disclosing party. Customer expressly acknowledges and agrees that the terms and conditions of this MPSA (including any pricing information for products or services offered or otherwise provided by FedEx) and any Feedback, is the "Confidential Information" of FedEx and subject to the provisions of this Section 9.

9.3 Exceptions. Confidential Information does not include, and the obligations of either Party under this Section 9 will not apply to, (a) Personal Data; or (b) information that the Receiving Party can demonstrate (i) was in its possession at the time of disclosure and without restriction as to confidentiality, (ii) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of agreement or other wrongful act by the Receiving Party, (iii) has been received from a third party without restriction on disclosure and without breach of agreement by the Receiving Party, or Page 10 of 19 FedEx Confidential January 2024 version FedEx Doc No. 1517403 v. 13. (iv) is independently developed by the Receiving Party without regard to the Confidential Information of the other Party. In addition, the Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it; provided that the Receiving Party (x) gives the Disclosing Party reasonable advance written notice to allow the Disclosing Party to seek a protective order or other appropriate remedy, (y) discloses only such Confidential Information as is required by the governmental entity, and (z) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.

9.4 Injunction. Notwithstanding anything to the contrary in the Agreement, either Party may seek preliminary and/or permanent injunctive relief from a court of competent jurisdiction for any violation or threatened violation of this Section 9 without the necessity of proving actual damages or posting any bond or other security.

9.5 Security Incident. A Security Incident is not a breach of this Section 9 and unauthorized access to or use of Customer Data is subject solely to Section 8. Notwithstanding anything herein to the contrary, the Parties agree that loss or misdelivery of a package being transported by FedEx or its Affiliates for Customer or its Affiliates does not constitute a Security Incident under Section 8 or disclosure of Confidential Information in violation of this Section 9.

10. INDEMNIFICATION.

10.1 Indemnities. FedEx will defend, at its expense, Customer’s directors, officers, employees, and Affiliates (in such case, the “Indemnified Party”) from and against all third party claims and demands that the Subscription Services provided under this Agreement infringe, misappropriate or otherwise violate any third party patent, copyrights, trademarks, or other intellectual property right (the “Claim”); and, FedEx will indemnify Customer against a final judgement entered by a court of competent jurisdiction for the Claim and for settlement of the Claim for which FedEx was obligated to defend; provided however that FedEx will not have any obligation to defend or indemnify Customer under this Section 10.1 if:

10.1.1 the Claim arises from any use of the Subscription Services, or any other act, by the Customer that is in breach of the Agreement, where the infringement, misappropriation or other violation would not have occurred but for such breach;

10.1.2 Customer fails to use Modifications or Improvements to the Subscription Services that FedEx makes available to Customer without additional cost, and FedEx notified Customer that the use of the Modification or Improvements would prevent the Claim;

10.1.3 Customer gives FedEx specifications, instruction, materials, or related information related to the performance of the Subscription Services which causes the Claim;

10.1.4 Customer uses the Subscription Services in combination or aggregated with any product, software, content, data, method or service that FedEx does not own, supply or develop, and the Claim arises from such combination or aggregation;

10.1.5 the Claim arises from any open source or third-party software or other third party materials;

10.1.6 the Claim arises from Customer’s use of the Subscription Service during a Free Trial period;

10.1.7 the Claim arises from Customer’s use of the Subscription Services after FedEx has notified Customer to discontinue such use and Customer has been afforded a reasonable opportunity to discontinue such use; or,

10.1.8 the Claim or liabilities, damages, losses, or expenses arise from or relate to Core Services, the value of Core Services, or the value of materials handled or processed in the Page 11 of 19 FedEx Confidential January 2024 version FedEx Doc No. 1517403 v. 13. performance of Core Services.

10.2 Remedies. If the Subscription Services are alleged to infringe, misappropriate or otherwise violate the Intellectual Property Rights of any Person, FedEx may at its expense and option: (a) obtain for Customer the right to continue using the Subscription Services alleged to be infringing; (b) modify or replace the infringing part of the Subscription Services with a non-infringing equivalent of similar functionality; or (c) if such remedies are not reasonably available, terminate Customer’s access to the Subscription Services. This Section 10 sets forth the exclusive remedy and entire liability and obligation of each Party with respect to any Claim.

10.3 Indemnification Procedures. The obligations to indemnify, and defend set forth above in this Section 10 will not apply unless the Indemnified Party (a) promptly notifies FedEx of any matters in respect of which the indemnity may apply and of which the Indemnified Party has knowledge; (b) gives FedEx full opportunity to control the response thereto and the defense thereof, including any agreement relating to the settlement thereof, provided that FedEx will not settle any such Claim or action without the prior written consent of the Indemnified Party; and (c) cooperates with FedEx, at FedEx’s cost and expense in the defense or settlement thereof. The Indemnified Party may participate, at its own expense, in such defense and in any settlement discussions directly or through counsel of its choice on a monitoring, non-controlling basis.

11. Warranties; Disclaimer.

11.1 Parties’ Warranties. Each Party represents and warrants that (a) it has full power and authority to enter into the Agreement and to perform its obligations hereunder; (b) the execution and delivery of the Agreement and the performance of its obligations hereunder will not result in a violation of its by-laws or other corporate requirement; and (c) the Agreement represents a valid, legally binding obligation on each Party and is enforceable against it in accordance with its terms.

11.2 Customer Warranties. Customer represents, warrants and covenants that it has, and will continue to have (a) the right to grant the licenses contained in the Agreement; (b) the rights, licenses and consents necessary for FedEx to utilize the Logos, Customer Materials, Customer Data and Personal Data, individually or collectively, for the purposes set forth in the Agreement; and, (c) the rights and consents to transfer Logos, Customer Materials, Customer Data and Personal Data to FedEx for the purpose(s) set forth in the Agreement.

11.3 Export Compliance. The Subscription Services (a) are 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. Customer represents, warrants and covenants that: (i) Customer is in compliance with and will comply with Trade Control Laws regarding export, re-export, and import of the Subscription Services or any other goods, information, software, source code, technology, process, product or service (collectively, “Items and Services”) received from FedEx; (ii) Customer will not use, export, or re-export the Subscriptions Services or information received from FedEx in violation of Trade Control Laws; (iii) Customer is 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, Donetsk and Luhansk regions (collectively “Sanctioned Countries”); (iv) Customer is 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 the Agreement to be directly or indirectly involved in the receipt from or provision of any Subscription Services or information provided by FedEx to Sanctioned Countries or Restricted Parties; (vi) no Subscription Services or information provided by FedEx will be used in the design or development of nuclear, chemical, or biological weapons or missile technology; and (vii) no Subscription Services or information provided by FedEx will be exported, reexported or Page 12 of 19 FedEx Confidential January 2024 version FedEx Doc No. 1517403 v. 13. 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. “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.

11.4 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 11, NEITHER PARTY MAKES OR GIVES ANY REPRESENTATION OR WARRANTY OR CONDITION OF ANY KIND, WHETHER SUCH REPRESENTATION, WARRANTY, OR CONDITION BE EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY REPRESENTATION, WARRANTY OR CONDITION FROM COURSE OF DEALING OR USAGE OF TRADE. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 11, THE SUBSCRIPTION SERVICES ARE PROVIDED “AS IS.” WITHOUT LIMITING THE FOREGOING DISCLAIMER, FEDEX DOES NOT WARRANT THAT THE FEDEX PLATFORM OR SUBSCRIPTION SERVICES ARE COMPLETELY FREE FROM ALL ISSUES, BUGS, ERRORS, OR OMISSIONS, OR WILL ENSURE COMPLETE SECURITY.

12. Limitation of Liability.

12.1 Liability Cap. Except for FedEx's indemnification obligations provided in Section 10, FedEx's entire liability related to this MPSA will not exceed the amount of any actual direct damages incurred by Customer up to the amounts paid (or, if recurring charges, up to twelve (12) months' charges) for the Service that is the subject of the claim, regardless of the basis of the claim. With respect to FedEx’s liability for a Claim under Section 10, FedEx entire liability arising from or relating to a Claim will be $1,000.00. Notwithstanding the foregoing, with respect to any Free Trial, the aggregate liability of FedEx will in no event exceed one hundredUS dollars ($100.00), regardless of any theory of liability, and notwithstanding any provision of this Agreement to the contrary.

12.2 Consequential Damages Disclaimer. IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THE AGREEMENT TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST REVENUES, PROFITS, RECORDS, DATA, SAVINGS OR BUSINESS OPPORTUNITIES, OR CONTRIBUTION OR INDEMNITY IN RESPECT OF ANY CLAIM AGAINST THE PARTY), WHETHER IN AN ACTION BASED ON CONTRACT, WARRANTY, STRICT LIABILITY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN BY SUCH PARTY.

13. Employees.

13.1 No Employee Relationship. FedEx and Customer are independent entities and nothing in this agreement creates a partnership, joint venture, agency, or employer/employee relationship. FedEx’ employees are not and will not be deemed to be employees of the Customer. FedEx will be solely responsible for the payment of all compensation to its employees, including provisions for employment taxes, workmen’s compensation and any similar taxes associated with employment of FedEx’ personnel.

13.2 Subcontractors. FedEx may engage third parties to furnish services in connection with the Subscription Services or Deliverables, provided that (a) such third parties have executed appropriate Page 13 of 19 FedEx Confidential January 2024 version FedEx Doc No. 1517403 v. 13. confidentiality agreements with FedEx and (b) FedEx has conducted a good faith assessment of such third party’s ability to perform its obligations pursuant to the Agreement. No such engagement will relieve FedEx from any of its obligations under this MPSA.

14. Term, Termination and Suspension.

14.1 Term. This MSPA will be effective for the period of the Subscription Term of the applicable Order Form.

14.2 Subscription Term. Each subscription term for Subscription Services will commence on the Subscription Start Date of the applicable Order Form and will continue for the period specified in the Order Form or, if not so specified, one year (an “Initial Term”). Upon expiration of the Initial Term the parties may renew the Subscription Services term for successive periods of at least one year each (each, a “Renewal Term”) at the then-current rates for the Subscription Service unless as otherwise may be mutually agreed in writing between them. FedEx will provide Customer with notice of its proposed fees for renewal at least thirty (30) days priorto the expiration of the then-current term. The Initial Term and each Renewal Term are individually referred to as the “Subscription Term”. Notwithstanding the foregoing, unless different periods are expressly set forth in the applicable Order Form, the Initial Term for a Free Trial will be ninety (90) days from the Subscription Start Date; a Renewal Term for a Free Trial may not exceed thirty (30) days; and the entire Subscription Term may not exceed 120 days from the Subscription Start Date.

14.3 Termination for Convenience. Either Party may terminate an Order Form for its convenience upon ninety (90) days written notice to the other Party.

14.4 Termination for Cause. In addition to any other remedies that a party may have at law, in equity, or under this MPSA, a Party may terminate an Order Form upon thirty (30) days' written notice to the other Party if the other Party commits any material breach of the Agreement and fails to cure such default within the thirty (30) day period.

14.5 Termination for Insolvency. In addition to any other remedies that a Party may have at law, in equity, or under this MPSA, either party may terminate this MPSA and all Order Forms hereunder upon written notice to the other Party if the other Party becomes insolvent or is unable to pay its debts or enters into or files (or has filed or commenced against it) a petition, arrangement, application, action, or other proceeding seeking relief or protection under the bankruptcy laws of the United States or any similar laws of the United States or any state of the United States and the proceedings are not dismissed within ninety (90) days or otherwise becomes generally unable to meet its obligations under this MPSA.

14.6 Termination of Free Trial Period. Either party may terminate a Free Trial prior to the expiration of the Free Trial Period upon five (5) business days written notice to the other Party.

14.7 Consequences of Expiration or Termination. Upon the expiration or termination of an Order Form, (a) all of Customer’s rights under such Order Form (including the rights to access and use the Subscription Services) will terminate immediately; (b) Customer remains responsible for all fees and charges Customer has incurred under the Order Form up to the date of termination or as otherwise set forth in the applicable Order Form (including fees and charges for in-process tasks completed after the date of termination) and applicable termination fees (if any); and (c) Customer will pay for any post-termination use of the Subscription Services.

14.8 Suspension. In addition to any other remedies that FedEx may have at law, in equity, or under this MPSA, if Customer is in breach of any of the obligations under this MPSA, Order Form or is in breach of any other agreement with FedEx or FedEx's Affiliates, FedEx will have the right to remove, suspend or block Customer from access to or use of the Subscription Services until such breach has been cured. For the avoidance of doubt, FedEx may terminate under Section 14.3 for the same breach for which it suspended Customer under this provision. Page 14 of 19 FedEx Confidential January 2024 version FedEx Doc No. 1517403 v. 13.

14.9 Survival. Sections 1 (Definitions), 2.1 (Use Restrictions), 3 (Customer Obligations), 5.4 (Core Services), 6 (Fees and Payment), 7 (Intellectual Property Ownership), 9 (Confidentiality), 11.2 (Warranty Disclaimer), 12 (Limitation of Liability), 14.9 (Survival), 15 (Miscellaneous) and any Section that expressly contemplates a right or obligation that would be due or performed after the expiration or termination of this MPSA will survive expiration or termination of this MPSA of any part thereof.

15. Miscellaneous.

15.1 Force Majeure. Neither Party will be responsible for any failure to perform or delay in performing any of its obligations under the Agreement where and to the extent that such failure or delay results from strikes, lockouts, labor troubles, restrictive government or judicial orders or decrees, riots, insurrection, war, Acts of God, inclement weather, global or national pandemic or epidemic, or other similar reason or a cause beyond such Party’s control, (each a “Force Majeure”), provided that such Party will use commercially reasonable efforts to minimize and mitigate any consequences of such failure to perform or delay in performing and will resume performance of its obligations within a commercially reasonable time period thereafter. Each Party agrees to notify the other Party promptly of any factor, occurrence or event coming to its attention that may affect its ability to meet its obligations under the Agreement.

15.2 Binding Effect and Assignment. Neither Party may assign or otherwise transfer any of its rights, duties or obligations under the Agreement without the prior written consent of the other Party, except either Party may, upon written notice to the other Party (but without any obligation to obtain the consent of such other Party), assign the Agreement in whole or in part or any of its rights hereunder to (a) an Affiliate or (b) in connection with a merger or sale of business or assets to which this MPSA relates. The Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns. Any attempted assignment in violation of the terms of this Section 15.2 will be null and void, ab initio.

15.3 Further Assurances. Each Party will execute and deliver such additional documents, instruments, conveyances, and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by the Agreement.

15.4 Notices.

(a) Any notice required or permitted to be given to FedEx relating to this Agreement or the functioning of the Subscription Services will be given in writing to the address indicated in the applicable Order Form by U.S. Postal Service first class mail (postage paid) or via FedEx Express Overnight Letter delivery service (all fees paid) with a copy to Director, Legal Technology Transactions, 1000 Ridgeway Loop Road, Suite 600, Memphis, Tennessee 38120. Any such notice will be effective when received by FedEx.

(b) Any notice required or permitted to be given to Customer relating to 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 associated with Company’s accounts as reflect in the records of FedEx; or, (ii) via electronic mail (or its equivalent) to the name and address associated with Company’s accounts as reflect in the records of FedEx. Such notice will be effective and deemed received when sent to Customer.

(c) Any notice required or permitted to be given to Customer relating to the Agreement and not covered by subsection 15.4(b) above, may be given by general posting to the various FedEx web sites supporting the applicable Subscription Service. 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 15.4(b); and, notice provided via such method will be effective when sent in accordance with subsection 15.4(b). Page 15 of 19 FedEx Confidential January 2024 version FedEx Doc No. 1517403 v. 13.

15.5 Publicity. Each Party will submit to the other Party all advertising, press releases, and other publicity matters relating to this MPSA in which the other Party’s name or marks are mentioned or language from which the connection of such name or marks may be inferred or implied, and will not publish or use such advertising, press releases, or publicity matters without prior written approval of the other Party.

15.6 Headings. The headings in the Agreement are for reference only and will not affect the interpretation of the Agreement.

15.7 Severability. If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

15.8 Entire MPSA. This MPSA, and all Order Forms and Policies subject thereto, constitute the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between this MPSA and an Order Form, the terms and conditions of this MPSA will prevail.

15.9 No Third-Party Beneficiaries. The Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express, or implied, is intended to or will confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever.

15.10 Amendment and Modification. Except as otherwise permitted by this MPSA, the Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party.

15.11 Waiver. No waiver by a Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by a Party will operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from the Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

15.12 Governing Law. The Agreement will be governed by and construed in accordance with the laws of the State of Tennessee, without giving effect to any choice of law or conflict provision or rule (whether of such State or any other jurisdiction) that would cause the laws of any other jurisdiction to be applied. The Parties hereby submit to the exclusive jurisdiction of, and irrevocably waive any venue objections against, the federal and state courts located in Shelby County, Tennessee, in connection with any action or proceeding arising out of or relating to the Agreement.

15.13 Counterparts. The Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. A signed copy of the Agreement delivered by facsimile, email, or other means of electronic transmission will be deemed to have the same legal effect as delivery of an original signed copy of the Agreement.

15.14 Construction. The following words will be interpreted as designated: (i) “or” connotes any combination of all or any of the items listed; (ii) where “including” is used to refer to an example or begins a list of items, such example or items will not be exclusive; (iii) “specified” requires that an express statement is contained in the relevant document; (iv) “will” is,unless the context requires otherwise, an expression of command, not merely an expression of future intent or expectation; and (v) “may” is, unless the context requires otherwise, an expression of permission, but not an obligation. Page 16 of 19 FedEx Confidential January 2024 version FedEx Doc No. 1517403 v. 13.

Exhibit A

API Terms and Conditions

This Exhibit is part of, and governed by, the FedEx Master Platform Subscription Agreement (“MPSA”) and Order Form(s) entered into by Customer with FedEx for access to and use of FedEx API(s) in connection with the Subscription Services indicated in the applicable Order Form(s).

SECTION 1. DEFINITIONS

Capitalized terms used but not otherwise defined in this Exhibit have the meanings as set forth in the MPSA or below:

“Application” means software program(s) created by or for Customer, using Materials, which utilize FedEx API(s) in order to obtain the Insights.

“Credentials” means the Client ID and API Secret Key provided to Customer in order to access and use the FedEx API.

“FedEx Technology” means each of the following (both individually and collectively): the FedEx API and Materials.

“Marks” means those FedEx word and logo trademarks and service marks provided by FedEx in the Materials for use in Application(s).

“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 the FedEx API.

SECTION 2. DESCRIPTION AND REQUIREMENTS

(a) Pursuant to the terms of the Agreement, FedEx will use commercially reasonable efforts to provide Customer access to and use of the applicable FedEx API(s) (as each FedEx API is further described in the applicable Order Form and Policies).

(b) Customer’s access to and use of FedEx API(s), including access to the Insights, is governed by the provisions of the Agreement, including this Exhibit.

(c) Insights are dependent upon Customer providing the necessary inputs to FedEx. The inputs required to receive Insights via a FedEx API are contained in the Materials applicable to such FedEx API.

(d) Customer is responsible for ensuring that its employees, agents and other users who Customer permits to access to the FedEx API and Insights comply with the terms of the Agreement.

(e) Customer is responsible for: (i) implementation of and use of FedEx API; (ii) preventing unauthorized access to or use of FedEx API; and, (iii) using reasonable efforts to notify FedEx of unauthorized access or use of which Customer becomes aware.

SECTION 3. LICENSE GRANTS

(a) Subject to the terms and conditions of the Agreement and any directions issued by FedEx from time to time, FedEx grants Customer a personal, limited, revocable, non-exclusive, non-assignable, nontransferable, royalty-free license to (i) access and use the FedEx API and the Materials solely to develop Application(s) for Customer’s own internal use; (ii) following FedEx approval of the Application, access and use the FedEx API via an Application in order to obtain Insights; and, (iii) use Insights solely for Customer’s own internal use in connection with the applicable Core Service. Page 17 of 19 FedEx Confidential January 2024 version FedEx Doc No. 1517403 v. 13.

(b) Subject to the terms and conditions of the Agreement, FedEx grants Customer a limited, revocable, personal, non-exclusive, royalty-free, non-assignable, non-transferable license to copy and use Marks solely in and as a part of Customer’s Application. Customer may not display or use Marks for any other purpose. Customer may not distribute Marks. Customer may not alter in any way any Mark, including, distorting, animating or changing the color, font or proportions of any Mark, or combining it with any other name, mark or logo.

(c) Customer represents, warrants and covenants that an Application and any use of Marks will include only accurate references to FedEx, FedEx Technology and Core Services. Applications may not be created, and Marks may not be used in, such a way that, in the sole judgment of FedEx, damages the goodwill of FedEx or its Affiliates. In the event FedEx, in its sole judgment, believes that any Application(s) or use of Marks violates this provision, FedEx reserves the right, to terminate the Agreement and Customer’s ability to connect to FedEx APIs, or to notify Customer and Customer will cause the Application or Customer use of Marks to comply with this provision.

(d) FedEx makes no assurance that FedEx APIs will continue to be operated or configured in such a way that allows an Application to continue to be able to connect to FedEx using the methods described in the Materials. FedEx reserves the right to make changes to FedEx APIs in whole or in part to any or all, for any reason and without limitation, including the right to terminate Customer’s use of the FedEx APIs, or any services offered in connection with either. In addition, FedEx may modify the Materials, or any services offered in connection therewith, and such modifications may necessitate that Customer make changes to Customer’s internal hardware and software systems in order to continue using an Application to connect to FedEx. Customer’s failure to make any such change to an Application may result in Customer being unable to continue accessing or using any FedEx Technology or accessing or requesting any Core Services.

(e) Customer will comply with all applicable laws or regulations of any applicable jurisdiction. Customer will not to use any FedEx Technology or Marks in any manner that: (i) infringes, violates or misappropriates the intellectual property rights of any third party; (ii) violates any anti-spamming laws and regulations; or, (iii) involves or promotes any harmful or illegal activities, including, any activity that may be considered libelous or defamatory or otherwise malicious or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, age or any other basis forbidden by applicable laws.

(f) During the term of the Agreement, Customer will not interfere or attempt to interfere in any manner with the functionality or the proper working of FedEx Technology. If any Application is suspected or determined by FedEx, in its sole discretion, to create such interference or to otherwise be unsuitable or incompatible with FedEx Technology, FedEx may, without any notice to Customer, suspend or terminate, in whole or in part, Customer’s access to FedEx Technology, including access to and/or use of Materials.

SECTION 4. OBLIGATIONS, REPRESENTATIONS, AND WARRANTIES

Customer represents, warrants and covenants that it will:

(a) provide correct, complete and current account information when registering for access to or use of a FedEx API.

(b) immediately notify FedEx of any changes in the name, address and/or account information details of Customer.

(c) follow the instructions provided from time to time governing the use of FedEx Technology, Marks, Core Services, and or any services offered by FedEx.

(d) not use or allow Application(s) to adversely affect the functionality of any FedEx Technology.

(e) not allow third parties to access or use FedEx Technology. Page 18 of 19 FedEx Confidential January 2024 version FedEx Doc No. 1517403 v. 13.

SECTION 5. USE RESTRICTIONS

The licenses granted under the Agreement do not permit, and Customer will not (and will not permit any employee, affiliate or other third party to):

a) reverse engineer, decompile, disassemble, or translate any FedEx Technology;

b) apply any procedure or process to any FedEx Technology in order to ascertain, derive, and/or appropriate for any reason or purpose, the source code or source listings for any FedEx Technology or any trade secret or confidential information or process contained in FedEx Technology;

c) remove any product identification, trademark, confidentiality, proprietary, copyright or other legends or notices from FedEx Technology;

d) transfer any license, FedEx Technology, Marks, in whole or in part, or grant any rights in any license, FedEx Technology, Marks, or the license, in whole or in part by sublicense or otherwise;

e) provide, lease, lend, or otherwise use or allow others to use or have access to any FedEx Technology, Marks or any portion thereof;

f) disseminate or disclose performance information or analysis (including, benchmarks) relating to FedEx Technology or Core Services without the prior written consent of FedEx;

g) use or display (including, doing either on a stand-alone basis (i.e., not as integrated with the Application)) any FedEx Technology or Marks;

h) reproduce or distribute FedEx Technology;

i) access or use FedEx systems except through FedEx APIs; or,

j) modify or create derivative works of FedEx Technology.

SECTION 6. EXCLUSIONS AND LIMITATIONS

Without prejudice to the Disclaimer of Warranties and Liabilities applicable to the Subscription Services, FedEx makes no warranties, express or implied, concerning the availability of Insights or other information via FedEx API(s).

SECTION 7. OWNERSHIP

(a) FedEx API and all content, hardware, devices, equipment, and information provided by FedEx are protected by various United States and international intellectual property rights and other laws. Subject to the limited rights expressly granted hereunder, FedEx and its licensors reserves all rights, title and interest in and to FedEx API and all content, hardware, devices, equipment, and information provided by FedEx, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein. Specifically, FedEx does not convey to anyone, through allowing access to FedEx API, any ownership rights in the Insights or in any content, hardware, devices, equipment, or information provided by FedEx.

(b) Customer may use the Insights in accordance with the Agreement but shall not, and shall not permit any of its consignees to, copy, modify, translate, transmit, distribute, rent, lease, resell, adapt, reproduce, repackage, republish, frame, decompile, reverse engineer or disassemble, screen-scrape, auto-inquire, or use crawlers or other automated tools to extract data from any part of the Insights, and all content, hardware, devices, equipment, and information provided by FedEx.

SECTION 8. CONFIDENTIALITY

Page 19 of 19 FedEx Confidential January 2024 version FedEx Doc No. 1517403 v. 13.

The Agreement, the Materials, Insights and all data, materials and other information concerning or available through the FedEx API contain the Confidential Information of FedEx or its licensors and subject to the use and disclosure restrictions contained in the MPSA.

SECTION 9. DOWNTIME AND SERVICE SUSPENSIONS, DEPRECIATION AND LIMITATIONS

(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 Customer, to suspend access to any portion or all of FedEx Technology at any time: (i) for scheduled downtime to permit FedEx to conduct maintenance or make modifications to any portion of the FedEx Technology; (ii) in the event of a denial of service attack or other attack on any FedEx Technology; (iii) 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; (iv) any unanticipated or unscheduled downtime or unavailability for any reason, including as a result of power outages, system failures or other interruptions; or, (v) or any other event that FedEx determines, in its sole discretion, may create a risk to any FedEx Technology, to Customer 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 Customer may incur as a result of any Service Suspension. To the extent FedEx is able, FedEx will endeavor to provide Customer with email notice of any Service Suspension in accordance with the notice provisions set forth in the Agreement but 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 Customer’s ability to access or use the FedEx Technology (e.g., changes are not backwards compatible). Customer may need to modify, at Customer’s own expense, the Application and other of Customer’s systems (hardware, software, networks, etc.) in order to continue using FedEx Technology. FedEx will announce a material change or discontinuance of FedEx Technology that Customer are using. FedEx will have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer may incur as a result of any change, discontinuation or deprecation of FedEx Technology.

(c) From time to time, FedEx may limit, restrict or otherwise throttle Customer’s 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 Customer may incur as a result of any Throttling.