By enabling or providing End-Users with the option to participate in AfterShip Protection, User agrees to these terms (“AfterShip Protection Terms”), in addition to the AfterShip AfterShip Terms of Use and the Licensed Insurance Producer Terms.

If any individual enters into these AfterShip Protection Terms on behalf of a company, organization or another legal entity (“Entity”), said individual agrees that these AfterShip Protection Terms are binding on that Entity and its Affiliates and represents to AfterShip that he/she has the authority to legally bind such Entity and its Affiliates.

1. DEFINITIONS

When used in these AfterShip Protection Terms with the initial letters capitalized, in addition to terms defined in the Terms of Use and elsewhere in these AfterShip Protection Terms, the following terms shall have the following meanings:

Administrative Services mean the administrative services provided by User to integrate API or otherwise provide functionality necessary for End-Users to have access to Insurance Information provided by a Licensed Insurance Producer in connection with Insurance Coverage or Contract of Insurance.

AfterShip Protection means the program under which AfterShip provides End-Users with access to Insurance Information provided by a Licensed Insurance Producer.

Calculation Period means the calculation period for payments, claims, etc. and shall be one calendar month unless provided otherwise by AfterShip at any time upon written notice to User.

Contract of Insurance means any agreement insuring goods purchased by an End-User.

Documentation means the documentation, the order form, instructions and other information provided to User by AfterShip in connection with AfterShip Protection, as modified by AfterShip from time to time in its sole discretion.

End-User means any individual or entity which uses the services and/or purchases the products of the User. Individuals or entities located or based outside of the United States are not eligible to participate in the AfterShip Protection Program.

Insurer or Insurers means any insurer providing a Contract of Insurance.

Insurance Coverage means any insurance benefits to which an End-User is entitled either as a loss payee or insured under a Contract of Insurance.

Insurance Information means any information provided to an End-User relating to the Insurance Coverage marketed by the Licensed Insurance Producer such as descriptions of the benefits and pricing of such Insurance Coverage and any related documentation.

Licensed Insurance Producer or Licensed Insurance Producers means UPSCIA.

Personal Data means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

Processing means any operation or set of operations which is performed on Personal Data or on sets of Personal 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.

UPSCIA means UPS Capital Insurance Agency, Inc., a company incorporated in Delaware, with registered address located at 35 Glenlake Parkway, NE, Atlanta, Georgia 30328.

2. ADMINISTRATIVE SERVICES

2.1 User shall provide the Administrative Services to AfterShip in accordance with the Documentation and the requirements of this Agreement. User shall comply with the Licensed Insurance Producer Terms.

2.2 User shall not make any modification to Insurance Information provided to End-Users and shall refer any End-User questions concerning the Insurance Information to the appropriate Licensed Insurance Producer.

2.3 User agrees and understands that the Administrative Services are administrative in nature only and any Contract of Insurance is created solely between the person or entity to which the Contract of Insurance is issued and the Insurer issuing the Contract of Insurance.

2.4 If User receives a completed claim form from an End-User, User will deliver it to the applicable Licensed Insurance Producer promptly and in any event within 3 business days. If User receives a payment from an Insurer, or a Licensed Insurance Producer acting on behalf of an Insurer, whether directly or through the Facilitated Payment System described in section 4, that relates to a claim filed by or on behalf of an End-User, User will remit the entire amount received of such payment to the applicable End-User promptly and in any event within 5 business days. The Insurer may unilaterally determine that End-Users may file Claims with and receive Claim payments directly from the Insurer or its representative as loss payees under a Contract of Insurance, but in no event will such agreement relieve User of its duties with respect to the prompt delivery of claim forms and prompt remission of claim payments under this Section 2.4 or any other duties of User under these AfterShip Protection Terms or the AfterShip Terms of Use. Any breach of this Section 2.4 shall be deemed an incurable material breach of these AfterShip Protection Terms.

2.5 USER SHALL ENSURE THAT THE END-USER (i) IS LOCATED IN THE UNITED STATES AND (II) COMPLIES WITH ANY AND ALL LICENSED INSURANCE PRODUCER TERMS INCLUDING THE TERMS AVAILABLE HERE. Any breach of this Section 2.5 shall be deemed an incurable material breach of these AfterShip Protection Terms.

3. ADMINISTRATIVE SERVICE FEES

3.1 In consideration of the Administrative Services provided by User, AfterShip may agree to grant User a discount on the Premium Payments calculated in accordance with this Section 3 (the “Discount”) provided however that this Discount must be included in a signed separate agreement concluded by the Parties in writing. The Discount shall not be due from AfterShip (i) in the event the Insurance Coverage or the Contract of Insurance is cancelled by End-User or voided by the Licensed Insurance Producer for any reason whatsoever and/or (ii) in the event the User does not pay the insurance service fee for the Insurance Coverage or based on the Contract of Insurance.

3.2 Any Discount shall be calculated on the Premium Payments. Parties agree that the Discount may be amended by AfterShip at its discretion.

3.3 User and AfterShip are not and shall not act as agents of any Insurer or Licensed Insurance Producer.

4. FACILITATED PAYMENTS THROUGH AFTERSHIP

4.1 AfterShip will make available to User a facilitated payment system, including namely bank transfer, credit card or other forms of online payments, in connection with the following payments: (i) the payment of Premiums by the User for the benefit of the Licensed Insurance Producer (or on behalf of the applicable Insurer) (“Premium Payment”) and (ii) the payment of Insurance Coverage claims by the Licensed Insurance Producer (or on behalf of the applicable Insurer) under Contracts of Insurance to the User, for the benefit of the End-User (“Claim Payment”). User agrees that the Premium Payments and Claim Payments are processed by AfterShip for and on behalf of User and Licensed Insurance Producer through the here above mentioned facilitated payment system ("Facilitated Payment System"). User shall ensure that the calculation of the Premium Payments complies with the Licensed Insurance Producers's terms and conditions and agrees that AfterShip shall have the right to calculate said Premium Payments in accordance with these Terms. Premium Payments shall not be subject to any reduction including namely but not exclusively discounts, coupon codes, loyalty offers, holiday or seasonal deals, or any other promotions.

4.2 User authorizes AfterShip to facilitate payments and agrees that AfterShip shall proceed to the collection, processing, and pay-out of the Premium Payments and Claim Payments through the Facilitated Payment System. User agrees (i) that it is at all times responsible for the timely payment of the Premium Payments and (ii) that AfterShip bears no responsibility for the timely payment of Claim Payments by Licensed Insurance Producer (or on behalf of the applicable Insurer) under Contracts of Insurance.

4.3 User shall provide sufficient information to AfterShip as shall be required for the purposes of enabling AfterShip to manage the Facilitated Payment System. User shall ensure that all information provided by User to AfterShip at any time is complete and accurate. User shall bear all losses arising from any incorrect information being provided to AfterShip and shall indemnify AfterShip against all liabilities, losses, costs and expenses which AfterShip may suffer or incur as a result of any such information being incorrect or incomplete.

4.4 AfterShip shall make available to User a premium report on the first day of any new Calculation Period (the “Report”) which shall include:

1. all details relating to the Premium Payments payable to Licensed Insurance Producer (or the applicable Insurer) and the Claim Payments processed by AfterShip for the benefit of the End-User during the preceding Calculation Period; and
2. relevant payment instructions in connection with the use of the Facilitated Payment System.

User agrees that all payments which are made by User through the Facilitated Payment System shall be made within fifteen (15) calendar days from the date of the Report. Any late payment by User shall be deemed an uncurable material breach of these AfterShip Protection Terms.

4.5 User authorizes AfterShip to automatically offset, in the Report and for each Calculation Period, the Claim Payment amount against the Premium Payment amount.

4.6 AfterShip may at any time terminate or suspend the availability or operation of the Facilitated Payment System, in whole or in part, for any reason(s) whatsoever including namely but not exclusively in the event of any (i) alleged or suspected credit card fraud, (ii) sanctions breach, or (iii) any material breach.

4.7 AfterShip shall be authorized to amend the Calculation Period at any time upon written notice to the User.

5. GENERAL CONDITIONS TO THE ACCESS AND USE OF THE SITE

AfterShip is not responsible for any modification or compromise of Personal Data caused by the transmission across computer networks or telecommunications facilities which are not owned, operated or controlled by AfterShip. AfterShip assumes no responsibility for the reliability or performance of any connections.

6. PERSONAL DATA

6.1 Except as otherwise expressly set out in these AfterShip Protection Terms or with AfterShip’s prior written consent, User must not process or disclose any End-User Personal Data for any purpose other than as is strictly necessary to provide the Administrative Services. User certifies that it obtained all authorizations necessary for it to share End-User Personal Data with AfterShip and Licensed Insurance Producers.

6.2 User expressly acknowledges that under these AfterShip Protection Terms, it shall act as the processor and that it shall process, use, modify, collect and store Personal Data within the meaning of applicable laws and regulations and shall comply with all applicable laws and regulations relating to Personal Data.

7. LICENSED INSURANCE PRODUCER SERVICES

USER EXPRESSLY AGREES THAT ANY INSURANCE COVERAGE UNDER THESE TERMS IS MARKETED AND SOLD EXCLUSIVELY BY THE APPLICABLE LICENSED INSURANCE PRODUCER AND IS SUBJECT TO THE TERMS, CONDITIONS, EXCLUSIONS AND LIMITATIONS SET FORTH THE TERMS AND CONDITIONS PROVIDED BY THE LICENSED INSURANCE PRODUCERS WHICH CAN BE FOUND HERE. AFTERSHIP DOES NOT PROVIDE ANY INSURANCE SERVICES WHATSOEVER. INSURERS AND LICENSED INSURANCE PRODUCERS ARE COMPLETELY INDEPENDENT OF AFTERSHIP.

8. INDEMNIFICATION AND LIABILITY LIMITATION

8.1 AfterShip does not endorse, is not responsible or liable for, and makes no representations as to any aspect of any Insurance Coverage or Contract of Insurance, including, without limitation, (i) the accuracy, completeness or authenticity of the Insurance Information, (ii) the management of insurance claims by Insurer or by the Licensed Insurance Producer, (iii) the Processing of Personal Data by User, Insurer or Licensed Insurance Producer, and/or (iv) any interaction between User, End-User, and Licensed Insurance Producer.

8.2 In addition to the limitation of liability section provided in the Terms of Use, USER IRREVOCABLY WAIVES ANY CLAIM AGAINST AFTERSHIP, INSURERS AND LICENSED INSURANCE PRODUCERS WITH RESPECT TO ANY INSURANCE COVERAGE OR CONTRACT OF INSURANCE, ANY SERVICES PROVIDED BY THE INSUERS OR LICENSED INSURANCE PRODUCERS OR ANY ACT OR OMISSION OF THE INSURERS OR THE LICENSED INSURANCE PRODUCERS. IN NO EVENT SHALL AFTERSHIP, INSURERS OR ANY LICENSED INSURANCE PRODUCER BE LIABLE FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE INSURER OR A LICENSED INSURANCE PRODUCER, THE ACCESS OR USE OF ANY INSURANCE COVERAGE, THE CONTRACT OF INSURANCE AND/OR THE RELIANCE ON THE PRIVACY PRACTICES, DATA SECURITY PROCESSES OR OTHER POLICIES OF THE INSURERS OR LICENSED INSURANCE PRODUCERS. THE INSURERS AND THE LICENSED INSURANCE PRODUCERS ARE DESIGNATED AS EXPRESS THIRD-PARTY BENEFICIARIES OF THIS AGREEMENT HAVING THE RIGHT TO ENFORCE THESE AFTERSHIP PROTECTION TERMS AND THE TERMS OF USE IN THEIR ENTIRETY, SPECIFICALLY INCLUDING THE PROVISIONS OF SECTIONS 8.2, 8.3, 8.4 AND 8.5 OF THE AFTERSHIP PROTECTION TERMS.

8.3 User agrees to indemnify and defend AfterShip, the Insurers and the Licensed Insurance Producers and their respective Affiliates, officers, directors, shareholders, employees, agents, representatives and attorneys (“Indemnitees”), and to save and hold each Indemnitee harmless from and against, all claims, demands, liabilities, costs, actions, suits or proceedings that any Indemnitee may suffer or incur (including reasonable attorneys’ fees and expenses) to the extent relating to the failure by the User to comply with any applicable laws, including state, provincial and federal insurance laws, in connection with the AfterShip Protection Terms.

8.4 In addition, User agrees to indemnify and defend the Insurers and the Licensed Insurance Producers and their respective Affiliates, officers, directors, shareholders, employees, agents, representatives and attorneys (the “Insurer and Producer Indemnitees”), and to save and hold the Insurer and Producer Indemnitees harmless from and against, all claims, demands, liabilities, costs, actions, suits or proceedings that the any Insurer and Producer Indemnitee may suffer or incur (including reasonable attorneys’ fees and expenses) to the extent relating or attributable to (i) any action or inaction on the part of User or its End-Users, or any of their respective Affiliates, officers, directors, shareholders, employees, agents, representatives or attorneys, including any action or inaction in violation of User’s duties under these AfterShip Protection Terms, (ii) any inaccurate, incomplete or misleading information provided by any User or End-User to an Insurer or Licensed Insurance Producer or any other person or entity relating to these AfterShip Protection Terms or any Contract of Insurance, (iii) any false, fraudulent or intentionally inaccurate claim asserted by any person or entity in connection with these AfterShip Protection Terms any Insurance Coverage or any Contract of Insurance, and (iv) without limiting the generality of any of the clauses above, the denial (in whole or in part) of any claim by a Licensed Insurance Producer or the applicable Insurers under any Insurance Coverage or Contract of Insurance (or by any transportation carrier in respect of any subrogation claim asserted by a Licensed Insurance Producer or the applicable Insurer) by reason of the failure by any person or entity to take or refrain from taking any action required in order for the claim to be allowed.

8.5 If there is a dispute between User, End-User and/or the Licensed Insurance Producer or Insurer, User understands and agree that AfterShip is under no obligation to become involved. User hereby releases AfterShip, the Licensed Insurance Producers and the Insurers from all claims, demands, penalties, costs, expenses and damages including actual, indirect, incidental, consequential, exemplary, punitive, or special damages (including lost profits), of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed (“Losses”), regardless of the form of the action or the theory of recovery, and regardless of whether any such Losses were foreseeable or whether such party or any person or entity has been advised of the possibility of such Losses, arising out of or in any way related to these AfterShip Protection Terms, any Insurance Coverage, Insurance Information or Contract of Insurance or any action or inaction of AfterShip, any Licensed Insurance Producer or any Insurer or their respective Affiliates, officers, directors, shareholders, employees, agents, representatives or attorneys.

9. TERMINATION

9.1 Either Party may terminate these AfterShip Protection Terms at any time by giving written notice to the other Party at least fifteen (15) calendar days’ prior to the effective date of termination. Termination of the AfterShip Protection Terms immediately terminates User’s and its End-Users’ participation in AfterShip Protection, the Contract of Insurance and the Insurance Coverage.

9.2 If either Party commits a material breach of any of the representations, warranties, covenants, or obligations of these AfterShip Protection Terms, and such material breach (if capable of cure) is not cured to the reasonable satisfaction of the non-breaching Party within fifteen (15) calendar days after written notice thereof, then the non-breaching Party shall be entitled to terminate these AfterShip Protection Terms immediately upon written notice to the breaching Party.

9.3 If either Party commits an incurable material breach of any of the representations, warranties, covenants, or obligations of these AfterShip Protection Terms, then the non-breaching Party shall be entitled to terminate these AfterShip Protection Terms immediately upon written notice to the breaching Party.