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Technology Agreement
UCS TECHNOLOGY AGREEMENT

Version 03/20/2008

This Technology Agreement (this Agreement) is entered into by and between UCS and You. This is a legally binding agreement.

UCS reserves the right to present this Agreement may be You more than once in conjunction with Your access and use of UCS Technology and you confirm that this Agreement has been mutually entered into. UCS will inform you if there is any change in the terms of this Agreement.

You: For purposes of the Agreement, the terms, "You" and "Your" refer to you the customer.

1. Definitions

1. Agreement means this Agreement entered into by and between UCS and You

2. Assignment means assignment as defined in Section 21.

3. Confidential Information means any information or material, other than Trade Secrets, that is of value to UCS and is not generally known to third parties, or that UCS obtains from any third party that UCS treats as proprietary whether or not owned by UCS. Confidential Information shall not include information that You can show is: (1) known by You at the time of receipt from UCS and not subject to any other nondisclosure agreement between the parties; (2) now, or which hereafter becomes, generally known to the public through no fault of You; (3) otherwise lawfully and independently developed by You without reference to Confidential Information; or (4) lawfully acquired by You from a third party without any obligation of confidentiality.

4. Data shall include Delivery Data, Registration Data and Other Data.

5. Delivery Data means such personal data and information provided in connection with the pick up and delivery of packages

6. Other Data means the data and information otherwise provided by You in connection with your use of UCS Technology

7. Permitted Territorymeans the geographical area from where You access the website http://www.uscus.com and shall cover all countries except those prohibited under United States Law.

8. Person means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization or other legal entity.

9. Registration Data means the data and information You provide when You register for the Technology.

10. Restricted Territory means those countries subject to a comprehensive economic sanctions program administered by the U.S. Department of the Treasury, Office of Foreign Assets Control ("OFAC") or to any other general prohibition on the use, exportation, or reexportation of the UCS Technology under U.S. sanctions or export control laws. Countries subject to OFAC embargo or sanctions can change at any time and can be updated by consulting materials available at http://www.treas.gov/ofac/index.html and http://www.bis.doc.gov.

11. Technology means all computer software provided by UCS under this Agreement, excluding sample computer software code, and any associated Technical Documentation, and any Updates thereto provided by UCS and shall include all related material supplied by UCS for the use of the Technology by You.

12. Support and Maintenance Services shall mean the services for repairing and maintaining the Technology in working order.

13. Technical Documentation means collectively any and all documentation and/or sample computer software code regarding the UCS Technology

14. Term has the definition provided in Section 12.

15. Trade Secret means any information of UCS that UCS acquired from a third party (including without limitation the UCS Parties) which is not commonly known by or available to the public, which (1) derives economic value, actual or potential, from not being generally known to and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use, and (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

16. Update(s) shall mean maintenance, error corrections, modifications, updates, enhancements or revisions to the UCS Materials.

17. UCS means United Courier Service, and is the trademark of China Courier Service (USA) Corp.

18. UCS Account means any shipping account assigned to You by a member of the UCS Parties.

2. Legal Age

You expressly represent and warrant You are of the age of legal majority and can form legally binding contracts under applicable law on behalf. If you are entering into this Agreement on behalf of another person, you represent and warrant that you are authorized to enter into this Agreement on behalf of that person.

3. UCS Account 

When you first register for UCS Technology, you will be assigned an UCS account. This account is unique to You and You are responsible for ensuring the safety of your account. UCS will not be liable for any unauthorized use or misuse of your UCS Account.  

4. License

Subject to the terms of this Agreement, UCS hereby grants to You a limited, revocable, non-licensable, non-exclusive, non-transferable, license to use the UCS Technology and associated Technical Documentation in the Permitted Territory for such UCS Technology.  

5. General Restrictions

1. You shall not, either through yourself or through your employees or agents:

  1. sublicense, disclose or transfer the Technology and related material to any third party without the written consent of UCS. 
  2. modify (including corrections to the Technology), reproduce, rent, lease, lend, encumber, distribute, redistribute, remarket or otherwise dispose of the UCS Technology or any part thereof without the consent of UCS, and hereby waive such rights granted under applicable law, except where such waiver is unenforceable.
  3. duplicate the Technology, except as required for its use in accordance with this Agreement, provided that You may make one (1) back-up copy of the Software solely for archival purposes. Such back-up copy shall include UCS's copyright and other proprietary notices, and shall be subject to all the terms of this Agreement.
  4. use the Technology on an outsourced time-share or service bureau basis.
  5. use or otherwise export or re-export the Technology or allied Information except as authorized by United States law and the laws of the jurisdiction in which the Technology was obtained. You may not be export, transship or re-export (1) into (or to a national or resident of) the Restricted Territory or (2) to anyone on the U.S. Treasury Department list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List, each as they may be amended from time to time and which may be found at http://www.treas.gov/ofac/index.html and http://www.bis.doc.gov

2. You expressly represent and warrant that You:

    1. are not headquartered in the Restricted Territory;
    2. will not use the UCS Technology in the Restricted Territory; and
    3. are not under the control of any Person on the U.S. Treasury Department list of Specially Designated Nationals, or the U.S. Department of Commerce Denied Persons List or Entity List (as they may be amended from time to time and which may be found at http://www.treas.gov/ofac/index.html and http://www.bis.doc.gov), or incorporated in, a national resident of or government of the Restricted Territory.


6. Non-Exclusive

You expressly acknowledge that USCUS may enter into similar agreement with other parties and nothing in this Agreement shall operate to prevent UCS from entering into such agreements with other parties.

7. Compliance with Applicable Laws

You expressly represent that You are not prevented by any law from entering into this Agreement and that You will comply with all laws that may become applicable upon You entering into this Agreement.

8. Ownership 

UCS owns all rights, title and interest in the Technology and related material that is licensed to you under this Agreement. You expressly acknowledge that You have no and do not acquire any right, title or interest in the Technology and related material.  

9. Changes

UCS reserves the right to at any time and in its sole discretion update, alter, modify or supplement any or all of the Technology and related material.

10. Support and Maintenance

UCS may in its sole discretion from time to time provide support or maintenance for the Technology. UCS may provide such support and maintenance by itself or through authorized agents. You hereby authorize UCS and its authorized agents, to access and manipulate/modify the Technology and related material, other applications which You may be using in conjunction with the Technology and Your computer systems either (1) remotely, via the Internet or other means (which may require the installation of additional software on Your computer systems by UCS) or through on-site visits at specific times as mutually agreed upon by the parties. You remain solely responsible for backing up Your computer systems, applications, files and data. You acknowledge that while providing such maintenance and support, UCS or its agents may have access to your information and data which will be deemed non-confidential unless agreed to otherwise by UCS in writing. You expressly waive any claim you may have against UCS or its agents for any security breach that may occur over the internet while UCS or its agents access your computer system or communicate to you over the internet. You expressly acknowledge that UCS is not bound under this Agreement to provide such support or maintenance.

11. Suspension

UCS reserves the right to any time terminate or suspend your right to access the Technology and related material.

12. Term 

This Agreement shall become effective upon Your assent by clickthrough below and shall remain in full force and effect thereafter until terminated as provided herein.

13. Termination

1. This Agreement may be terminated by either party at any time upon written notice to the other party.

2. Notwithstanding the foregoing, this Agreement shall terminate without any further action needing to be taken by UCS

  1. upon your breach of the terms of this Agreement;
  2. in the event of Your bankruptcy, commencement of bankruptcy, corporate reorganization, civil rehabilitation, concordat, special liquidation or any other insolvency proceeding with respect to You, or if You shall have a receiver, administrator, administrative receiver or liquidator appointed or shall pass a resolution for winding up, or a court shall make an order to that effect, or
  3. if You are a partnership and such partnership is dissolved.

14. Effect of Termination

You shall immediately cease and desist from all access to and use of the UCS materials, and destroy all UCS materials in Your possession or control upon termination of this Agreement.

15. Subsequent Documents 

You may be required to accept subsequent documents to use or access the Technology and other related materials. You expressly agree to accept any such subsequent document which UCS may require You to accept. If you do not accept any such subsequent document, UCS reserves the right to suspend your use of the Technology and related materials.  

16. Use of UCS Name 

Except as provided in this Agreement, You will not use the name of UCS or of any partner or employee of UCS or any intellectual property, trade secrets and the like owned by UCS for advertising, publicity or otherwise except with prior written permission of UCS.  

17. Survival 

All representations made by You shall survive the termination of this Agreement and shall remain in full force and effect. All of UCS’s rights and privileges, to the extent they are fairly attributable to events or conditions occurring or existing on or prior to the termination of this Agreement, shall survive termination and shall be enforceable by UCS and its successors and assigns.

17. Confidential Information and Trade Secrets

During the term of this Agreement You may receive certain information and trade secrets from UCS which are confidential in nature. You will not use or permit others to use such confidential information and trade secrets during and after the term of this Agreement for a period of five (5) years thereafter, except as otherwise mandated by law and as permitted under this Agreement. You acknowledge that for any breach this term UCS has no adequate remedy at law available to it, may suffer irreparable harm, and will be entitled to seek equitable relief. If you are required to disclose such confidential information or trade secrets, you will notify UCS sufficiently in advance so UCS will have a reasonable opportunity to prevent such disclosure.

18. Disclaimers

1. FOR A PERIOD OF NINETY (90) DAYS FROM THE DATE OF DELIVERY OF THE TECHNOLOGY TO YOU, THE TECHNOLOGY AND RELATED MATERIALS WILL MATERIALLY OPERATE AS DESCRIBED IN THE CORRESPONDING TECHNICAL DOCUMENTATION. THE SOLE LIABILITY OF UCS FOR A BREACH OF THIS WARRANTY SHALL BE TO REPLACE SUCH TECHNOLOGY AND/OR RELATED MATERIALS. EXCEPT AS STATED IN THIS WARRANTY. THE TECHNOLOGY AND REALTED MATERIALS ARE PROVIDED TO YOU "AS IS WITH ALL FAULTS" AND IN THEIR PRESENT STATE AND CONDITION. USCUC MAKES NO WARRANTY, REPRESENTATION, GUARANTEE, CONDITION, UNDERTAKING OR TERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO THE CONDITION, QUALITY, DURABILITY, ACCURACY, COMPLETENESS, PERFORMANCE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, QUIET ENJOYMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR USE OF THE TECHNOLOGY AND RELATED MATERIAL AND ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, AS ARE ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE. UCS DOES NOT WARRANT THAT DEFECTS IN THE TECHNOLOGY AND/OR RELATED MATERIALS WILL BE CORRECTED. ANY ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY UCS OR ITS REPRESENTATIVE SHALL OPERATE TO CREATE ANY WARRANTY.

2. ANY SUPPORT OR MAINTANENCE SERVICES PROVIDED BY UCS OR ITS AGENTS UNDER THIS AGREEMENT ARE PROVIDED "AS IS WITH ALL FAULTS", AND WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED. UCS HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FITNESS FOR A PARTICULAR PURPOSE, RELATED TO SUPPORT OR MAINTANENCE. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT UCS WILL NOT BE LIABLE FOR ANY ERROR, OMISSION, DEFAULT, DEFICIENCY, OR NONCONFORMITY IN THE SUPPORT OR MAINTANENCE SERVICES.

3. YOU EXPRESSLY ACKNOWLEDGE THAT ACCESS TO THE TECHNOLOGY AND UCS SYSTEM MAY BE INTERFERED WITH BY A NUMBER OF FACTORS BEYOND THE CONTROL OF UCS AND UCS DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE TECHNOLOGY AND UCS SYSTEM. YOU EXPRESSLY ACKNOWLEDGE THAT UCS IS NOT LIABLE FOR ANY DAMAGES OF ANY TYPE CAUSED BY SUCH INTERFERENCE.

4. YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND WARRANTY PROVIDED IN THIS AGREEMENT ARE FAIR AND REASONABLE.

19. Limitation of Liability

1. UNDER NO CIRCUMSTANCES, SHALL THE LIABILITY OF UCS FOR ANY DAMAGES (DIRECT OR OTHERWISE) OR PENALTIES OR LOSS, REGARDLESS OF THE FORM OF ACTION OR CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), DELICT OR OTHERWISE OF ANY TYPE EXCEED, IN THE AGGREGATE, ONE THOUSAND UNITED STATES DOLLARS (CAD $1,000). YOU HEREBY WAIVE ANY CLAIM FOR DAMAGES IN EXCESS THEREOF. FOR THE AVOIDANCE OF DOUBT THE PRESENTMENT OF THIS AGREEMENT  MORE THAN ONCE TO YOU DOES NOT CHANGE TOTAL AGGREGATE LIABILITY OF UCS ABOVE ONE THOUSAND UNITED STATES DOLLARS (CAD $1,000).

2. ALL CLAIMS MUST BE MADE WITHIN SIX (6) MONTHS FROM THE DATE THE FIRST EVENT GIVING RISE TO THE CLAIM OCCURRED.

20. Notices

1. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and either served personally, by email, by facsimile or by registered mail. The addresses for any notice to be delivered to any of the parties to this Agreement are as follows:

UCS: United Courier Service

You: The mailing address, fax number and email address which you submit at the time of registration

2. Notices sent by registered mail shall be deemed received on the fourth business day after dispatch.

3. Each party shall notify the other within thirty (30) days of any change in its address.

21. Assignment

You shall not assign your rights and obligations under this Agreement, including any licenses to any other person or entity without the prior written consent of UCS. UCS may assign, delegate or transfer all or any part of this Agreement or any rights hereunder to any other person or party without your approval or consent. In the event of any permitted Assignment of this Agreement, this Agreement shall be binding upon and inure to the benefit of each of the parties and their respective legal successors and permitted assigns.

22. Taxes

Any taxes that You become liable by use of UCS Technology shall be paid by you. UCS shall in no way be liable for any of your tax liability whether arising from your use of the Technology or otherwise.

23. Applicable Law

1. The substantive laws of the State of California applicable to contracts shall govern (i) the validity and interpretation of this Agreement, (ii) the performance by the parties of their respective obligations hereunder, and (iii) all other causes of action (whether sounding in contract or in tort) arising out of or relating to this Agreement or the termination of this Agreement. Only the courts in California will have jurisdiction over any controversies regarding this Agreement; any action or other proceeding which involves such a controversy will be brought in these courts and not elsewhere.

2. Notwithstanding the foregoing, if and to the extent subsequent separate or ancillary proceedings in another U.S. or foreign court are necessary in order to enforce a judgment of the court in California, or otherwise as is necessary to provide complete relief and full resolution of all issues in dispute, the Parties may institute such subsequent separate or ancillary proceedingsin any such U.S. or foreign court, and the Parties hereby consent to the non-exclusive jurisdiction of such court and hereby waive any defenses therein based on lack of in personam jurisdiction, improper venue or inconvenient forum. Notwithstanding anything herein to the contrary, UCS shall be entitled to interim relief or provisional remedies before any court having jurisdiction. You agree to the admissibility of computer records and electronic evidence in any dispute herein.

24. Use of Data and Information 

1. All the data and information that UCS collects from You are used to:

  1. to provide or enhance UCS services
  2. to effect and confirm delivery
  3. to notify You of relevant and upcoming products and services.
  4. to notify you of upcoming events and programs
  5. to establish credit

and such other purposes that are consistent with UCS's Privacy Policy. You acknowledge You have read and fully understand the UCS's Privacy Policy.  

2. UCS may transfer the data and information the abovementioned purposes within the United States or to other countries not having the same level of data protection as Your country of origin. However, all data and information is subject to appropriate technological and organizational measures to ensure its protection.

3. UCS will no circumstances sell or receive payment for licensing or disclosing your data and information. USCUS will not rent or sell your data and information to other companies or individuals, except with your consent. UCS may share your data and information in any of the following limited circumstances:

  1. UCS has your consent.
  2. UCS provides such data and information to trusted businesses or persons for the sole purpose of processing the data and information on our behalf. When this is done, it is subject to agreements that oblige those parties to process such data and information only on the instruction of UCS and in compliance with appropriate confidentiality and security measures.
  3. USCUS is required to do so by law
  4. USCUS has a good faith belief that access, preservation or disclosure of such information is reasonably necessary to protect its rights, property or safety and that of the public.

25. General

1. This Agreement has been fully reviewed and negotiated by the parties and their respective legal counsel. Accordingly, in interpreting this Agreement, no weight shall be placed upon which party or its counsel drafted the provision being interpreted. Each party must pay its own costs in respect of this Agreement and the documents and transactions contemplated by this Agreement.

2. No provision of this Agreement may be modified, waived or amended except by a written instrument duly executed by each of the parties. Any such modifications, waivers or amendments shall not require additional consideration to be effective.

3. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

4. Any failure on the part of any party to insist upon the performance of this Agreement or any part of this Agreement, shall not constitute a waiver of any right under this Agreement.

5. The controlling language of this Agreement shall be English. In case of any conflict between any translated version of this Agreement and the English version, the English version shall prevail.

6. All representations made herein shall survive the termination of this Agreement and shall remain in full force and effect. All of a party's rights and privileges, to the extent they are fairly attributable to events or conditions occurring or existing on or prior to the termination of this Agreement, shall survive termination and shall be enforceable by such party and its successors and assigns.

7. If, for any reason, any provision of this Agreement is held invalid, all other provisions of this agreement shall remain in effect.

8. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement.

9. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

10. All parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

11. Each party, in connection with its performance hereunder, shall strictly comply with all applicable laws, rulings, and regulations and shall take no actions which would cause the other party to be in violation of any laws, rulings or regulations applicable to it, including, where required, filing this Agreement with a governmental entity.

12. None of the parties shall be considered in default of this Agreement or be liable for damages, for any failure of performance hereunder occasioned by an act of God, force of nature, war or warlike activity, insurrection or civil commotion, labor dispute, transportation delay, governmental regulatory action whether or not with proper authority or other cause similar or dissimilar to the foregoing and beyond its reasonable control, provided the party so affected gives prompt notice to the others.

13. This Agreement represents the entire agreement and understanding between the parties with respect to the subject matter of this Agreement, and supersedes any other agreement or understanding, written or oral, that the parties hereto may have had with respect thereto. No statement or inducement with respect to the subject matter by either party or by any agent or representative of either party which is not contained in this Agreement shall be valid or binding between the parties.

14. Any remedies provided herein are non-exclusive.

15. If there is any conflict between the terms of this Agreement and the any subsequent document which You may be required to accept for the use of the Technology and related material, this Agreement shall prevail.

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