UPS Brand Central ("Web site") is an online resource for UPS brand identity guidelines and brand-related assets (collectively, the "Materials"). You represent and warrant that: (i) you are an authorized representative of the Company stated in the registration form with the authority to accept these terms and conditions; (ii) all information submitted by you on this registration form is accurate and truthful; (iii) the Company has entered into a valid Master Services Agreement ("MSA") with UPS and that said MSA has not been terminated and (iv) you are requesting the Materials in connection with a valid Statement of Work ("Work Order") pursuant to an MSA. You acknowledge and agree that approval of your registration request is at the sole discretion of UPS.
By accessing the Web site, you covenant and agree, without limitation or qualification, that you shall access the Web site and use the Materials solely in connection with the performance of services on behalf of the Company for UPS, and as may be specified in a Work Order pursuant to an MSA in strict accordance with the brand identity and style guidelines set forth on the Web site, as may be amended from time to time by UPS, and for no other purposes. You may use the Materials solely in the form, format and manner as they appear on the Web site, as updated and amended from time to time by UPS. You are responsible for checking back regularly to ensure that you have the most recent Materials. You acknowledge and agree that you nor the Company have acquired any legal or equitable right, title or ownership interest in the Materials or Web site by reason of your access to the Web site, use of the Materials, or performance of services, and that you or the Company will not dispute or contest the validity of UPS's rights in and to the Web site and Materials. You and the Company further agree that all use of the Materials by you or the Company shall be subject to UPS's quality control and approval and shall inure solely to the benefit of UPS.
You covenant and agree that (i) you nor the Company will allow or enable any third party or entity to access the Web site or any Materials obtained by you from the Web site in any manner nor will you forward, share, transmit or distribute the Web site information or Materials, in whole or in part, to any other person or entity, including customers, without the express written permission of UPS in each instance; and (ii) you nor the Company will at any time take any action or assist another, or do or knowingly permit to be done, any act or thing which in UPS's judgment would in any way contest or impair any part of UPS's right, title and interest in and to the Materials, or which would adversely affect the validity of the Materials, or which would depreciate or otherwise damage the value of or goodwill in the Materials or the reputation of UPS, or which might suggest co-branding or otherwise create potential confusion as to source or sponsorship. You are responsible for keeping your User ID and password secret and confidential and shall not share your User ID or password with any other person or entity. You shall be responsible for any communications or actions that are made using your User ID and password. You must notify UPS immediately of any unauthorized use of your User ID or password of which you become aware.
In addition to any indemnity contained in a MSA or Work Order and not in substitution thereof, with respect to the use of the Materials, Company shall indemnify, defend and hold harmless UPS, and its affiliates, and their respective officers, directors, and employees (collectively, the "Indemnified Parties") from and against and in respect of any and all third party claims, proceedings, suits, demands, actions, losses, liabilities, damages (including taxes), costs, charges and expenses or any other liabilities of every nature, kind, and description whatsoever (including reasonable attorneys' fees and expenses), which are caused or incurred by, result from, arise out of or relate to (i) your or the Company's misuse of the Materials; and (ii) any allegation that any intellectual property or other content provided to UPS by you or the Company and used by UPS in association or in combination with the Materials constitutes infringement of the intellectual property rights of any third party, including patent, trademark, copyright, and trade secret rights, or privacy or proprietary rights.
THE WEB SITE IS PROVIDED ON AN "AS IS" BASIS, AND UPS MAKES NO REPRESENTATIONS, GUARANTEES OR WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE WEB SITE, INCLUDING, WITHOUT LIMITATION , ANY IMPLIED WARRANTIES OF CONDITION, MERCHANTABILITY, OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
Access rights to the Web site are provided on an annual basis, unless earlier terminated or suspended by UPS. You must renew your access rights with UPS each calendar year. The rights and obligations of the Company under these terms and conditions may not be transferred or assigned to a third party without UPS's prior written consent. You acknowledge and agree that UPS may terminate, suspend or limit your access or access level to the Web site and/or the Materials, at its sole discretion, without any prior notice. Upon expiration or termination of your access to the Web site, you must discontinue all further use of the Web site and the Materials and shall return to UPS all copies of the Materials, in any form, in your possession or otherwise destroy those Materials. Company agrees that the terms and conditions set forth here, control with respect to the use of the Materials, and supersede any such terms, which may be set forth in any MSA or Work Order.
Except as set forth herein with respect to the use of the Materials, nothing in these terms and conditions is intended to alter, modify, or supersede the terms and conditions of any agreement between Company and UPS.