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FedEx End-User License Agreement

Parties: FedEx Corporate Services, Inc. ("FedEx") and you ("Licensee")

Before you begin:

By clicking "I accept," you agree to be bound by all provisions of this Agreement. You represent that you have authority to bind your company if accepting on its behalf. If you do not agree or lack such authority, click "I decline." Declining means you will not be authorized to access or use the Application or FedEx services.


Section 1. Application, License, and Restrictions

1(a) Grant

Subject to the terms of this Agreement, FedEx grants Licensee a:

  • Personal, non-exclusive, royalty-free

  • Non-assignable, non-transferable

  • Limited, revocable license

  • Without the right to grant sublicenses

  • Valid solely within the United States

This license permits Licensee to:

  1. Access and use the FedEx shipping services application ("Application"), only as integrated into the hosting services provided by Licensee's shipping system supplier ("System Supplier"), and only through the means provided by the System Supplier — solely for accessing FedEx shipping and shipping-related services ("FedEx Services").

  2. Access and use Documentation solely to access the Application and obtain FedEx Services.

  3. Allow retail customers to access the Application as part of the Service, solely to conduct e-commerce transactions with Licensee that request FedEx Services — provided this does not extend to third-party shippers, resellers, or consolidators unless expressly permitted by a separate written agreement with FedEx.

1(b) Restrictions

Licensee will not, and will not permit any employee or third party to:

  • Reverse engineer, decompile, disassemble, or translate the Application

  • Derive or appropriate the source code or any trade secret contained in the Application

  • Remove, obscure, or modify any product identification, copyright, or other notices in the Application

  • Transfer the Application, Documentation, or license in whole or in part

  • Provide, lease, lend, or allow others to access the Application except as expressly permitted under Section 1(a)

  • Disseminate performance information or benchmarks relating to the Application without FedEx's prior written consent

  • Use or display the Application outside of the scope authorized in Section 1(a)

  • Reproduce or distribute the Application or Documentation

  • Modify or create derivative works of the Application or Documentation

  • Use the Application to perform or order FedEx Services for the benefit of third parties

Unauthorized use: Licensee must promptly notify FedEx in writing upon discovering any unauthorized use of the Application or Documentation. FedEx may suspend access if it has reason to believe Licensee is involved in unauthorized use or violation of this Agreement.

Export restrictions: The Application and Documentation are subject to export controls under applicable statutes and regulations, including the Export Administration Act. Licensee must not export or re-export the Application to embargoed countries (including Cuba, Iran, Iraq, Libya, North Korea, Sudan, or Syria) or to any party on the U.S. Denied Persons or Specially Designated Nationals lists.

Third-party services: Services provided by the System Supplier are not provided by or on behalf of FedEx. Licensee waives all claims against FedEx arising from use of such services.

U.S. Government users: If Licensee is a U.S. Government entity, the Application and Documentation are licensed only as Commercial Items under 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, with the same rights granted to all other end users. Manufacturer: FedEx Corporate Services, Inc., 30 FedEx Parkway, Collierville, TN 38017.

1(c) Modifications

Any updates, upgrades, enhancements, bug fixes, or other modifications ("Modifications") made available to Licensee are considered part of the Application and subject to this Agreement. If a Modification includes its own embedded license agreement, that agreement controls in the event of a conflict.

1(d) Ownership and Reservation of Rights

All right, title, and interest — including all intellectual property rights — in the Application, Modifications, and Documentation are owned exclusively by FedEx and/or its licensors. The Application is licensed, not sold, and remains the property of FedEx at all times. Except for the limited license granted in Section 1(a), all rights are reserved.

1(e) FedEx Affiliates

"FedEx" as used in this Agreement includes FedEx Corporate Services, Inc., its parent company, and all affiliates, including Federal Express Corporation and FedEx Ground Package System, Inc. The sole obligor under this Agreement is FedEx Corporate Services, Inc. The contract of carriage for shipments made using the Application is between Licensee and the FedEx company to which Licensee tenders the package within the United States.


Section 2. Licensee Obligations

2(a) Systems and Access

Licensee is solely responsible for:

  • Providing and maintaining all hardware necessary to access and use the Application

  • Obtaining and maintaining Internet access required to use the Application

  • Modifying internal systems as instructed by FedEx or the System Supplier, at Licensee's own expense

  • Completing an End of Day Close Process when instructed by FedEx, to ensure shipping transactions are uploaded at the close of each business day

FedEx may modify the Application at any time for any reason, and Licensee consents to all such Modifications.

2(b) Maintenance

Licensee agrees to look solely to the System Supplier for all technical support and maintenance of the Services and Application, unless otherwise instructed by FedEx. FedEx may, at its sole discretion, repair, modify, replace, disable, monitor, or remove the Application, and may provide installation or technical support ("Limited Support Services") — but is under no obligation to do so.

2(c) Information and Data

  • Licensee is encouraged to maintain back-up copies of all data used or stored through the Application ("Data")

  • FedEx is not responsible for any loss of or damage to Data

  • Licensee must not load, process, or store Data on the Application beyond what is required for conducting business with FedEx

  • FedEx may access, use, delete, or remove Data in connection with providing FedEx Services

  • Licensee consents to FedEx collecting and using limited personally identifiable information for purposes contemplated by this Agreement and for FedEx's marketing, sales, testing, and development purposes

2(d) Supplies

Licensee is responsible for purchasing any supplies necessary to use the Application or Service. Contact the System Supplier to determine what supplies are required.


Section 3. Termination

This Agreement is effective until terminated by either party. It will terminate automatically, without notice, if Licensee fails to comply with any provision of this Agreement or any FedEx instructions regarding the Application. Upon termination for any reason, Licensee must immediately cease all use of the Application. FedEx reserves the right to terminate this Agreement and Licensee's use of the Application at any time, for any reason.


Section 4. Payment

Licensee must follow all FedEx payment terms and instructions, and remit payment in accordance with the applicable FedEx transportation agreement, Service Guide, or as otherwise instructed by FedEx. Licensee is responsible for all charges generated through use of the Application under its account number and registration information. Any rates shown in the Application are for informational purposes only and may differ from actual charges.


Section 5. Adjustments and Refunds

  • Shipping charges may only be billed to valid account numbers (bill sender, recipient, or third party)

  • Shipments with incorrect or incomplete routing, labeling, commitment dates, or service designations are not eligible for money-back guarantee refunds

  • Refund requests must follow the applicable Service Guide or Licensee's transportation agreement with FedEx

  • No refund or credit will be issued if FedEx determines the claim resulted from improper use of the Application

  • FedEx may suspend money-back guarantees if the Application or Service fails or becomes inoperable for any reason


Section 6. Disclaimer of Warranty

The Application and Limited Support Services are provided "AS-IS" without any representation or warranty of any kind. FedEx disclaims and excludes all warranties, whether express, statutory, or implied, including:

  • Implied warranties of merchantability and fitness for a particular purpose

  • Warranties of non-infringement or quiet enjoyment

FedEx does not warrant that the Application will:

  • Meet Licensee's requirements

  • Operate without interruption or error

  • Be free from bugs, viruses, or other defects

No oral or written information or advice given by FedEx, the System Supplier, or their representatives shall create any warranty.

Note: Some states do not allow exclusion of implied warranties. In such cases, implied warranties are limited to 60 days from the date of purchase of the Services.


Section 7. Remedies

Your sole remedy for any dissatisfaction with the Application or Limited Support Services is to stop using the Application.

Licensee agrees to look solely to the System Supplier for all issues relating to access, use, or inability to use the Application and/or Services. It is Licensee's sole responsibility to arrange with the System Supplier for any warranties, maintenance, support, or remedies arising from use of the Application.


Section 8. Limitation of Liability

FedEx's entire liability for any reason is limited to $100.00, regardless of the basis of the claim (breach of contract, warranty, tort, negligence, product liability, or otherwise).

FedEx and its Representatives are not liable for any special, incidental, exemplary, punitive, consequential, or indirect damages, including:

  • Loss of business or profits

  • Loss of data

  • Damage to Licensee's computer systems

Note: Some states do not allow these limitations, so they may not apply to you.


Section 9. Controlling Law and Severability

This Agreement is governed by the laws of the United States and the State of Tennessee, excluding its conflicts of law provisions. Any unenforceable provision will be enforced to the maximum extent permissible, with the remainder of the Agreement remaining in full force. Any cause of action must be filed within one (1) year after it arises, in Shelby County, Tennessee.


Section 10. Terms and Conditions of Carriage

10(a) Third-party carriers: If the Application supports multi-carrier functionality, Licensee agrees to look solely to those third-party carriers for their shipping terms and all related remedies. Licensee will defend, indemnify, and hold FedEx harmless from all claims arising from Licensee's use of third-party carrier services.


10(b) FedEx carriage: All domestic and international carriage by FedEx is governed by the terms on the applicable Shipping Documentation (Air Waybill, Label, Manifest, or Pick-Up Record) and any applicable transportation agreement, tariff, or Service Guide. In the event of a conflict, the order of priority is: transportation agreement → tariff → Service Guide → Standard Conditions of Carriage → this Agreement.


10(c) International shipments: For shipments outside the United States, Licensee must, at its own expense, ensure that FedEx's international carriage terms are applied to all Shipping Documentation as instructed. Licensee will indemnify FedEx against all losses arising from failure to do so.


10(d) Signature requirement: For international shipments, Licensee must enter the name of the person completing the Shipping Documentation. This printed name constitutes Licensee's signature and acceptance of FedEx's terms and conditions of carriage.

10(e) Address and carrier defaults: Unless otherwise indicated, the shipper's address on the Shipping Documentation is the place of departure and the recipient's address is the place of destination. The default first carrier is Federal Express Corporation, 3610 Hacks Cross Road, Memphis, TN 38125. For FedEx Ground: P.O. Box 108, Coraopolis, PA 15230.


Section 11. Indemnity

Licensee shall, at its sole cost and expense, defend, indemnify, and hold FedEx and its Representatives harmless from all claims, damages, liabilities, costs, expenses, and attorney's fees arising from:

  • Licensee's installation, use, or removal of the Application or related materials

  • Intentional acts, willful misconduct, or negligence of Licensee or its employees, officers, agents, or representatives

  • Licensee's breach of this Agreement

FedEx may intervene and assume its own defense in any such claims at its discretion. Licensee may not settle any claims involving FedEx or the Application without FedEx's prior written consent.


Section 12. Complete Agreement

This Agreement constitutes the entire agreement between Licensee and FedEx regarding the Application and supersedes all prior understandings, representations, or agreements, written or oral. Key terms:

  • No amendment to this Agreement is binding on FedEx without its written consent

  • Licensee may not assign or transfer this Agreement or any licenses granted herein without FedEx's prior written consent

  • "Including" means "including, without limitation" throughout this Agreement

  • There are no third-party beneficiaries to this Agreement except FedEx Representatives

Survival: The following sections survive termination of this Agreement: 1(b), 1(c), 1(d), 1(e), 2(c), 3, 4, 5, 6, 7, 8, 9, 10, 11, and 12.

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