FEDEX SHIP LICENSE

      SET OUT BELOW ARE THE TERMS AND CONDITIONS UNDER WHICH YOU ARE PERMITTED TO USE FEDEX SHIP SOFTWARE ("FEDEX SHIP").  PLEASE READ THIS INFORMATION CAREFULLY.  IF YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MUST ACKNOWLEDGE YOUR AGREEMENT BELOW ON BEHALF OF YOURSELF AND THE ENTITY, IF ANY, WITH WHOM YOU ARE EMPLOYED OR REPRESENT.  ONCE ACKNOWLEDGED, THIS DOCUMENT WILL CONSTITUTE A LEGAL AGREEMENT BETWEEN FEDERAL EXPRESS CORPORATION ("FEDEX") AND YOU AND SUCH ENTITY (collectively referred to as "You" or "Your" hereinafter) GOVERNING ALL USE OF FEDEX SHIP.  PLEASE PRINT OUT A COPY OF THIS LICENSE AND RETAIN IT WITH YOUR FILES FOR FUTURE REFERENCE.

      Section  1.  Grant.  FedEx grants you a non-exclusive, royalty-free license to use FEDEX SHIP and all modifications and upgrades thereof, solely to label, rate, route, record, track and invoice shipments tendered to FedEx by You for carriage and for no other purpose.

      Section  2.  Copyright.  FedEx holds and retains all worldwide rights, title and interests, including without limitation, copyright, in and to FEDEX SHIP and the disk on which it is provided to You.  You acknowledge that FedEx is not selling or otherwise transferring title in FEDEX SHIP or the disk to You.  You may not copy, modify, translate, adapt, reproduce, decompile, reverse engineer or disassemble FEDEX SHIP.  You may not transfer, transmit or disclose FEDEX SHIP or any related manuals, documentation or other items (hereinafter "Materials") provided by FedEx pursuant to this License to any third party without FedEx's written approval.

      Section  3.  Use.  You agree to follow FedEx's instructions contained in FEDEX SHIP, and in the Materials provided with FEDEX SHIP from time to time, for the installation and use of FEDEX SHIP.  FedEx may modify FEDEX SHIP at any time for any reason.

      Section  4.  Termination.  This License is effective until terminated by either party.  This License will terminate independently without notice if You fail to comply with any provision of this License or any instructions regarding FEDEX SHIP provided by FedEx.  Upon termination for any reason, You must cease all use of FEDEX SHIP and return the disk containing FEDEX SHIP and all documentation and items provided to You by FedEx and all copies thereof.  FedEx reserves the right to unilaterally terminate this License and the use of FEDEX SHIP at any time and for any reason.

      Section  5.  Payment.  You agree to remit payment for all invoices generated by FEDEX SHIP in accordance with the terms and conditions contained in the FedEx Service Guide ("Service Guide") and to reference the invoice number when payment is remitted.  You are responsible for payment of all charges generated through use of FEDEX SHIP under Your account number.  

      Section  6.  Invoice Adjustments and Refunds.  (a) If the use of FEDEX SHIP in any way results in the generation of an inaccurate invoice for any shipping transaction, FedEx will bill You for and You agree to pay to FedEx within fifteen (15) days of the billing date any additional amount applicable to the transaction.  (b) Shipping charges may be billed only to valid account numbers, either bill sender, bill recipient or bill third party.  (c) Shipments tendered to FedEx with incorrect routing, labeling, commitment date, service designation or other errors through no fault of FedEx will not be eligible for refunds under FedEx's money-back guarantees.  Refunds requested by You withrespect to any shipment must be made in accordance with the applicable Service Guide.  You will not be entitled to any refund or credit under FedEx's money-back guarantees if FedEx determines that the claim resulted from improper use of FEDEX SHIP.  FedEx, in its sole discretion, may suspend its money-back guarantees in the event FEDEX SHIP fails or is inoperable for any reason.

      Section  7.  Terms and Conditions of Carriage.  You agree that carriage by FedEx of any shipments tendered by you shall be in accordance with the terms, conditions and limitations of liability contained in this License and the Service Guide which is incorporated into this License by reference.  In the event of conflict between this License and the Service Guide, the Service Guide will control.  FedEx's liability for loss, damage, delay, misdelivery or nondelivery of any shipment or for the provision of misinformation or the failure to provide information is limited.  You may under certain circumstances declare a higher value to cover losses resulting from these events.  Consult the Service Guide for details.  The basic rate for FedEx service includes the federal tax required by the Internal Revenue Code, Section 4271, on the portion of the service, if any, which constitutes domestic air transportation of property.

      Section  8.  Disclaimer of Warranty.  You expressly acknowledge and agree that FEDEX SHIP is provided for Your use free of charge and that Your use of FEDEX SHIP is at your sole risk.  FedEx warrants that FEDEX SHIP will be free from defect on the day You receive it which constitutes FedEx's sole and exclusive warranty.  FEDEX EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  FEDEX DOES NOT WARRANT THAT FEDEX SHIP WILL MEET ALL OF YOUR REQUIREMENTS OR THAT ITS OPERATIONS WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY DEFECT WITHIN FEDEX SHIP WILL BE CORRECTED.  FURTHERMORE, FEDEX DOES NOT WARRANT NOR MAKE ANY REPRESENTATION REGARDING THE RESULTS OF YOUR USE OF FEDEX SHIP IN TERMS OF CAPABILITY, CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE.  NO ORAL OR WRITTEN INFORMATION, REPRESENTATION OR ADVICE GIVEN BY FEDEX OR AN AUTHORIZED REPRESENTATIVE OF FEDEX SHALL CREATE A WARRANTY.

      Section  9.  REMEDIES.  In the event of a breach of the express warranty provided in Section 8 above, FedEx will replace FEDEX SHIP with another copy of FEDEX SHIP or, if not practical, supply You with another of FedEx's proprietary automated shipping products, if available; provided that you return the defective copy of FEDEX SHIP to FedEx within thirty (30) days of the date you receive it.  You acknowledge that this Section sets forth Your SOLE AND EXCLUSIVE remedy and FedEx's SOLE AND EXCLUSIVE liability, for breach of warranty or any other duty.  

      Section 10.  Limitation of Liability.  YOU ACKNOWLEDGE THAT FEDEX IS PROVIDING FEDEX SHIP FREE OF CHARGE.  UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL FEDEX BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES IN TORT, CONTRACT, PRODUCT LIABILITY OR UNDER ANY OTHER THEORY OF LAW RESULTING FROM THE INSTALLATION OR REMOVAL OF FEDEX SHIP, OR YOUR USE, OR INABILITY TO USE, FEDEX SHIP, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM LOSS OF USE, PROFITS, DATA, OR BUSINESS, AND DAMAGE TO YOUR INTERNAL COMPUTER SYSTEMS EVEN IF FEDEX, OR AN AUTHORIZED REPRESENTATIVE OF FEDEX, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THIS EXCLUSION OF DAMAGES IS EFFECTIVE EVEN IF THE EXCLUSIVE REMEDY STATED IN SECTION 9 ABOVE FAILS OF ITS ESSENTIAL PURPOSE.

      Section 11.  Export Law Assurances.  You agree that neither FEDEX SHIP nor any other technical data received from FedEx, or the direct product thereof, will be exported outside of the United States.

      Section 12.  Controlling Law and Severability.  This License shall be governed by and construed in accordance with the laws of the United States and the State of Tennessee.  If for any reason a court of competent jurisdiction finds any provision of this License, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties and the remainder of this License shall remain in full force and effect.  Any cause of action with respect to FEDEX SHIP must be instituted within one year after the claim or cause of action has arisen or be barred.
 
      Section 13.  Confidentiality.  FEDEX SHIP and all Materials provided by FedEx under this License are confidential and proprietary to FedEx.  You agree to hold them in confidence, not to use them other than in connection with FEDEX SHIP and the performance of this License.  Use of FEDEX SHIP by or for the benefit of third parties is expressly prohibited.  

      Section 14.  Coverage.  THIS LICENSE PERTAINS SOLELY TO YOUR USE OF FEDEX SHIP FOR SHIPMENTS TENDERED TO FEDEX DESTINED FOR LOCATIONS WITHIN THE UNITED STATES.  IN THE EVENT YOU DESIRE TO USE FEDEX SHIP TO SHIP PACKAGES OUTSIDE OF THE UNITED STATES, YOU MUST FIRST COMPLETE AND MAIL TO FEDEX THE FEDEX SHIP INTERNATIONAL SHIPMENT AGREEMENT PROVIDED HEREWITH.  

      Section 15.  Complete License.  This License constitutes the entire agreement between You and FedEx with respect to FEDEX SHIP, and all Materials provided to You by FedEx and supersedes any prior or contemporaneous understandings, representations, statements or agreements, written or oral, regarding FEDEX SHIP.  No amendment to or modification of this License will be binding on FedEx without FedEx's consent.  The provisions of Sections 2, 8, 9, 10 and 14 will survive the termination of this License.  FedEx may modify this License at any time for any reason.