FEDEX ADVANCED INTEGRATED VISIBILITY SUBSCRIPTION SERVICE
ORDER FORM
THIS FEDEX ADVANCED INTEGRATED VISIBILLTY ORDER FORM (“ORDER FORM”) GIVES EACH OF US CERTAIN RIGHTS AND RESPONSIBILITIES. THIS ORDER FORM INCORPORATES, BY REFERENCE, OTHER TERMS AND CONDITIONS, POLICIES AND NOTICES TO FORM THE AGREEMENT.
YOU WILL BE LIMITING YOUR REMEDIES BY AGREEING TO THE AGREEMENT.
THE SUBSCRIPTION SERVICE IS PROVIDED AND CHARGED ON A PER PROJECT BASIS. YOU WILL BE REQUIRED TO ENTER INTO AN ADDTIONAL ORDER FORM(S) FOR THE SUBSCRIPTION SERVICE FOR EACH PROJECT FOR WHICH YOU ACCESS OR USE THE SUBSCRIPTION SERVICE.
YOU WILL BE ASSUMING FULL AND SOLE RESPONSIBILITY FOR ALL ACCESS AND USE OF THE SUBSCRIPTION SERVICE.
ALL ACCESS TO AND USE OF THE SUBSCRIPTION SERVICE IS AT YOUR OWN AND SOLE COST, EXPENSE AND RISK.
PLEASE READ THE AGREEMENT CAREFULLY.
THE AGREEMENT GOVERNS THE ACCESS AND USE OF THE SUBSCRIPTION SERVICE CURRENTLY KNOWN AS “FEDEX ADVANCED INTEGRATED VISIBILITY.”
IN ORDER TO ACCESS AND USE THE SUBSCRIPTION SERVICE, YOU MUST AGREE TO AND ABIDE BY THE AGREEMENT.
THE CONSENT TO BE BOUND BY THE AGREEMENT (AND ANY MODIFICATION TO THE AGREEMENT) IS ACKNOWLEDGED BY TICKING THE BOX NEXT TO THE ORDER FORM ON THE ACCEPTANCE OF TERM SCREEN AND CLICKING THE “ACCEPT” BUTTON . IF YOU ARE ENTERING INTO THE AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH LEGAL ENTITY AND, IF APPLICABLE, ITS AFFILIATES, TO THE AGREEMENT.
ONCE ACKNOWLEDGED, THIS DOCUMENT WILL CONSTITUTE A LEGAL AGREEMENT BETWEEN FEDEX AND YOU GOVERNING ACCESS TO AND USE OF THE SUBSCRIPTION SERVICE MADE AVAILABLE TO OR ACCESSED BY YOU.
This Order Form IS a binding FINANCIAL commitment, without further need of approval or execution or issuance of a purchase order by YOU, to purchase the Subscription Service for the Initial Term which will commence on the Subscription Start DATE AND remainS in effect for twelve (12) months from such date.
IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THE AGREEMENT, YOU MUST EITHER UNTICK THE BOX NEXT TO THE ORDER FORM ON THE ACCEPTANCE OF TERM SCREEN OR SELECT THE “BACK” OR “CANCEL” BUTTON AND YOU MAY NOT ACCESS OR USE THE SUBSCRIPTION SERVICE AND WILL NOT BE AUTHORIZED TO ACCESS OR USE THE SUBSCRIPTION SERVICE.
A COPY OF THIS ORDER FORM SHOULD BE PRINTED AND RETAINED FOR FUTURE REFERENCE
THIS FEDEX ADVANCED INTEGRATED VISIBILITY SUBSCRIPTION SERVICE ORDER FORM (the "Order Form”) is made and entered into by You (as defined below) and Federal Express Corporation (“FedEx”) as of the date You initially execute (electronically) this Order Form, as evidenced in the records of FedEx (the “Effective Date”). For purposes of the Agreement, “Integrator” and “You” have the same meaning.
This Order Form is pursuant to the FedEx Program Integrator Agreement (the “Integrator Agreement”) (found here: Integrator Agreement or such other URL as FedEx may indicate). The “Agreement” includes the Integrator Agreement and this Order Form. Capitalized terms used but not defined herein will have the meaning set forth in the Integrator Agreement or applicable Service Description.
The Agreement sets out the terms and conditions under which FedEx will make available to Integrator certain Insights for distribution to End Users in connection with Integrator’s distribution and use of the Subscription Service.
FOR AND IN CONSIDERATION of the mutual covenants contained in the Agreement, FedEx and Integrator (each a “Party”) agree as follows:
Section 1. Subscription Service and Policies.
(a) The Subscription Service(s) purchased under this Order Form consist of:
Subscription Service (URL for applicable Service Description) |
Monthly Subscription Fee |
|
|---|---|---|
FedEx Advanced Integrated Visibility |
See Section 3 below
|
|
(b) Distribution and use of the Subscription Service, including the distribution of, access to, and use of the Insights, is governed by the provisions of the Agreement, as well the applicable Service Description which terms are incorporated herein by reference, and which terms may be amended from time to time.
Section 2. Subscription term.
(a) The Initial Term will commence on the Subscription Start Date, which is the Effective Date of this Order Form, and remain in effect until 31 May 2026.
(b) In the event the Parties have not agreed to a Renewal Term prior to the expiration of the Initial Term, the parties may agree to extend the Initial Term on a month-to-month basis, at the then current list rate for the Subscription Service, until a replacement Order Form is executed (“Order Form Extension Term”); provided, however, if a replacement Order Form is not executed within sixty (60) days of the expiration of the Initial Term, at any time thereafter FedEx may terminate the Order Form Extension Term upon thirty (30) days written notice and this Order Form will expire upon completion of such notice period.
(c) Upon termination of this Order Form, Integrator’s right to access and use the Subscription Service will be terminated by FedEx and FedEx shall have no further obligation to provide the Service under this Agreement. Integrator will return or destroy any Insights remaining on its systems within ten (10) days. Integrator will be invoiced for the entire month’s fee regardless of the day of the month on which termination occurs.
Section 3. Pricing and Entitlements.
(a) From the Effective Date until thirty (30) days following FedEx’s posting of notice within the FedEx Developer Portal of the commencement of charges, subject to Integrator’s compliance with the Agreement, FedEx will not charge Integrator a fee for access to or use of the Insights made available via the Subscription Service.
(b) Effective on the 31st day following posting of such notice within the FedEx Developer Portal, subject to the terms and conditions of the Agreement, FedEx agrees to provide the Insights and perform the Subscription Service under the terms contained in the Agreement in consideration of Integrator’s payment of a monthly fee determined in accordance with the following:
Number of Tracking Numbers per project per month |
Monthly Fee (USD) |
1 – 7,500 |
$199 |
7,501 – 30,000 |
$599 |
30,001 – 50,000 |
$999 |
50,001 – 75,000 |
$1,499 |
75,001+ |
$0.02 per Track Number |
A “Tracking Number” is an identifier (usually a combination of alpha-numeric characters) assigned to a package or item to be transported by a FedEx Affiliate. The Tracking Number is created, owned and assigned by the FedEx Affiliate providing the transportation services for the applicable package or item.
(c) The Subscription Service is provided and charged on a per project basis. Tracking Number volumes are per project and not aggregated across multiple projects.
(d) The pricing provided to Integrator is FedEx Confidential Information, for Integrator’s exclusive use and benefit, and may not be resold or otherwise extended or shared with or use for the benefit of any other party.
(e) Following the Initial Term, the monthly fee charged by FedEx will be based on the then current rates for the Subscription Service.
Section 4. Payment Integrator will receive an invoice for the Subscription Service(s). The FedEx billing account number selected by You when executing this Order Form will be invoiced for the fees, in arrears, on a monthly basis for the term of the Agreement. Payment for all undisputed fees and charges is due in accordance with the Integrator Agreement. Integrator agrees that remaining current on all undisputed payables is a condition to the provision of the Subscription Service. This Order Form is a firm order and Integrator’s obligation, and payment, is not contingent upon issuance of a purchase order or other funding document.
Section 5. Notices. With respect to this Order Form, notices will be sent to the following FedEx contacts and addresses and in accordance with the Integrator Agreement:
If to FedEx, to:
Federal Express Corporation
1000 Omega Drive
Ste 1200 2nd Flr
Pittsburgh, PA 15205
Attn: Director, Digital Strategy and Product Commercialization
With a copy to:
Federal Express Corporation
1000 Ridgeway Loop Rd., Ste. 600
Memphis, Tennessee 38120
Attention: Staff Director, Legal Technology Transactions
You may terminate this Order Form in accordance with Section 9(b) of the Integrator Agreement by sending notice to either the addresses set forth below or the following email address: trackdatabilling@fedex.com.
Section 6 Definitions. “You” means (i) the person executing this Order Form, if done in a personal capacity; and, (ii) if done in Your professional capacity, any company or other legal entity (e.g., sole proprietorship, partnership, corporation, limited liability company, etc.), all as indicated in the account and registration information that You provide when registering for your FedEx account number. In no event does “You” include a FedEx Competitor even if such FedEx Competitor otherwise qualifies as “You” under this definition. “Your” is the possessive of “You.” “FedEx Competitor(s)” means carriers, couriers or other entities involved in the pickup, consolidation, transportation, delivery or logistical movement of documents, packages or freight aside from FedEx and its affiliates.
Section 7. Miscellaneous/Complete Agreement. All section headings and captions used in this Agreement are purely for convenience or reference only and shall not affect the interpretation of this Agreement. All exhibits described in this Agreement, if any, together with any Policies or User terms presented at the time of Customer log-in to access the Subscription Service, shall be deemed to be incorporated in and made a part of this Agreement, except that if there is any inconsistency between this Agreement and the provisions of any Policies or User terms, the provisions of this Agreement shall control. Terms used in an exhibit and also used in this Agreement shall have the same meaning in the exhibit as in this Agreement. This Agreement constitutes the entire agreement with respect to the Subscription Service and supersedes any prior or contemporaneous understandings, representations, statements or agreements, written or oral, except for amendments, modifications or changes. Except as otherwise provided in this Agreement to the contrary, no amendment to, modification of, or waiver of any provision of, this Agreement will be binding without the written consent of both Parties which must be identified as an amendment, modification or waiver. This Order Form may only be assigned in accordance with the Agreement. Any assignment in violation of this provision will be void and null ab initio. This Order Form may be terminated only in accordance with Section 9 of the Integrator Agreement.