Product Schedule – Boxtop

Version: PBTDSG24.2

1. APPLICABILITY
   
   These terms (“Product Schedule”) are applicable only to Descartes products or services that have been branded by Descartes as being part of the “Boxtop” or “BoxTop” product family (hereafter “BoxTop Solution” for the purposes of this Product Schedule) or where this Product Schedule has been otherwise described as applying to the provision of Descartes products or services. These terms are in addition to any other terms and conditions provided under the Agreement.
   
   
2. USE AND RESTRICTIONS
   
   2.1 The BoxTop Solution is provided to Customer only for the duration of the Agreement and subject to the terms of the Agreement.  BoxTop Solution is to be Used by Customer and its Permitted Users only for Customer’s internal business purposes in connection with Customer acting as a freight forwarder in managing third parties’ freight.  Further, where the BoxTop Solution is provided to Customer as Software, the BoxTop Solution is to be installed on Customer Equipment only and, as between Customer and Descartes, Customer is solely responsible for maintaining the Customer Equipment.  Finally, where Customer subscribes to BoxTop Solutions referred to or marketed under the name of “BoxTop Vision”, Customer understands that they are solely responsible for configuring all access rights permissions, except for those of Descartes personnel, to BoxTop Vision.
   
   2.2 Customer is granted a term-based license to use the BoxTop Solution only for the Term of the Agreement.  Provided Customer is in good standing and current on all fees owing, Customer shall have access to any new releases, modifications, improvements, enhancements, or updates that Descartes may make available as part of a generally available release of the BoxTop Solution (collectively “Updates”).  Unless otherwise agreed to in writing, and excluding where the BoxTop Solution has been designated as “GLN Services”, Customer shall be responsible for determining when and which Updates are to be applied to the BoxTop Solution.
   
   2.3 Customer and its Permitted Users are authorized to Use the BoxTop Solution described in the Agreement solely for the Permitted Use.  Customer is not authorized to Use any Module associated with the BoxTop Solution unless that Module is specifically listed in the Order Form or any subsequent ordering document.
   
   2.4 Where BoxTop Solution is designated with a Solution Type of “Hosted Software” or “GLN Services” on the Order Form, Customer understands that no license is given to any of the underlying software, hardware, or other systems used by Descartes to host the Hosted Software or to provide the GLN Services to Customer.  Further, Customer is authorized to access the Hosted Software or GLN Services solely via the technical connections specified by Descartes.  As between Descartes and Customer, Customer is solely responsible for adhering to all connection specifications and requirements to ensure appropriate connectivity with the Hosted Software or GLN Services.
   
   2.5 Customer, in using the BoxTop Solution, agrees not to knowingly do or allow any other party to do on their behalf, including but not limited to Permitted Users, any of the following: (i) upload or otherwise send to Descartes files that contain viruses, malware, corrupted files, or any other similar software or programs; (ii) use the BoxTop Solution for illegal purposes, to further an illegal or criminal venture, or in any manner that might reasonably be considered as causing, inciting, encouraging, or aiding in the commission of a nuisance or criminal offence; (iii) interfere with or intentionally disrupt or put at risk the BoxTop Solution, any underlying network systems hosted by Descartes that support the BoxTop Solution, or the ability of other users or customers of Descartes to use the BoxTop Solution; (iv) modify, decompile, disassemble, or reverse engineer any portion of the BoxTop Solution or to obscure or remove any copy marks, trademarks, watermarks, or other such similar indicators or otherwise cause a reasonable person to believe that Customer or some other party other than Descartes was the owner or holder of the intellectual or moral rights to the BoxTop Solution; (v) pledge the BoxTop Solution as collateral or otherwise encumber the BoxTop Solution with any lien or security interest other than that of Descartes; or (vi) post, promote, or transmit any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, hateful, racially, ethnically or otherwise objectionable material of any kind or nature through the BoxTop Solution.
   
   2.6 Where Customer determines that it has violated section 2.5 Customer will, without undue delay, notify Descartes of the violation.  Where Descartes reasonably determines that a violation of the above listed sections has occurred, Descartes may suspend, either temporarily or permanently as is reasonable under the circumstances, the access of Customer or its Permitted Users until such time as the violation has been remedied and there is no reasonable basis to believe that continued violations will occur.
   
   
3. DESCARTES’ RIGHTS
   
   3.1 Customer grants to Descartes and its Affiliates a worldwide, limited-term license to host, copy, transmit, modify, encrypt, and display Customer Data, but only to the extent that it is reasonably necessary for Descartes to provide the BoxTop Solution in accordance with this Agreement or as otherwise provided for under the Agreement, and for no other purpose.
   
   3.2 Descartes may, but shall be under no obligation to, modify or update the BoxTop Solution from time to time, provided such modification does not result in a material loss of functionality in the BoxTop Solution as compared to the functionality provided by the BoxTop Solution as of the Effective Date.
   
   
4. PERMITTED USERS
   
   4.1 Permitted Users of BoxTop Solution. Customer will be solely responsible for selecting and administering the Permitted Users, as well as ensuring any changes to those Permitted Users are done in a timely manner. Where Customer requests Descartes to set up or maintain Permitted Users’ accounts, Customer will ensure it provides Descartes with timely updates on any changes to its list of Permitted Users.
   
   4.2 Responsibility for Permitted Users.  Customer agrees that it is responsible for all Permitted Users who Use the BoxTop Solution and for ensuring that its Permitted Users do not breach or do not cause Customer to be in breach of Customer’s obligations under the Agreement. For the purposes of this Agreement, Permitted Users shall be deemed to be agents and/or representatives of the Customer regardless of who their actual employer may be.
   
   
5. SUPPORT FOR BOXTOP SOLUTION
   
   Where the BoxTop Solution is designated as Solution Type “Software” on the Order Form, support for the so designated BoxTop Solution will be provided subject to Descartes Software Support Policy, a current copy of which can be found at https://www.descartes.com/legal/customer-agreements/descartes-software-support-policy (the “Software Support Policy”).  Where the BoxTop Solution is designated as Solution Type “Hosted Software”, support for the so designated BoxTop Solution will be provided subject to Descartes’ Hosted Software Support Policy, a current copy of which can be found at https://www.descartes.com/legal/customer-agreements/hosted-software-maintenance-program (the “Hosted Software Support Policy”).  Where the BoxTop Solution is designated as Solution Type “GLN Services”, support for the so designated BoxTop Solution will be provided subject to Descartes’ GLN Services Delivery Policy, a current copy of which can be found at https://www.descartes.com/legal/customer-agreements/gln-services-delivery-policy (the “Delivery Policy”).  For the purposes of the Software Support Policy, Hosted Software Support Policy, Customer’s payment of the prescribed fees as set out under the Order Form shall be satisfy any prerequisite to pay Maintenance Fees in order to qualify for Support Services.  To the extent there is any contradiction or conflict between the terms of the Software Support Policy, Hosted Software Support Policy, or Delivery Policy, as applicable, and this Product Schedule, any Order Form, or any Master Terms, the terms of the Software Support Policy, Hosted Software Support Policy, or Delivery Policy shall be subordinate to all those other terms.
   
   
6. THIRD PARTY PROCESSORS
   
   For the purpose of the Data Processing Terms, as referenced in the Master Terms, the Third Party Processors involved in the provision of BoxTop Solution is as set out under Annex “A” to this Product Schedule and the definition of Personal Data, as referenced under the Data Processing Terms, is further supplemented by the Personal Data Supplement attached as Annex “B” to this Product Schedule.
   
   
7. BOXTOP VISION
   
   Where Customer subscribes to BoxTop Vision branded products or services, Customer understands that, as between Descartes and Customer, Customer is solely responsible for determining and managing which users (“BoxTop Vision Users”) are to be provided with access to the BoxTop Vision services.  Customer understands and agrees that Descartes is not responsible nor liable for vetting, reviewing, or verifying BoxTop Vision Users.  As between Descartes and Customer, Customer shall be responsible for ensuring that any consents or permissions that may be required by law to be provided by or otherwise given by BoxTop Vision Users as part of their usage of the BoxTop Vision services shall be obtained and managed solely by Customer.
   
   
8. DEFINITIONS
   
   8.1 “Customer Equipment” means Customer’s computer, workstation, server, mobile device, or other similar such system which is owned or managed by the Customer and which Descartes products or services are installed in, operated from, or accessed through.
   
   8.2 “Included Volume” means the total number of transactions or other units of measure, as the case may be, that Customer is allotted under their subscription to the BoxTop Solution, calculated in aggregate across the Order Form and any other Supplementary Order Forms that reference that Order Form.
   
   8.3 “Module” means an addon, module, or service which is designed to be integrated with the BoxTop Solution but which is not designed to be an essential or required component of the BoxTop Solution.
   
   8.4 Additionally, the following terms are defined in the Order Form that references this Product Schedule, or in the Master Terms as referenced by that Order Form:
   
   (a) “Agreement”
   (b) “Customer Data”
   (c) “Descartes GLN”
   (d) “Effective Date”
   (e) “Master Terms”
   (f) “Order Form”
   (g) “Permitted Use”
   (h) “Permitted User”
   (i) “Services”
   (j) “Scope of Use”
   (k) “Software”
   (l) “Support Services”
   (m) “Term”
   (n) “Use”

Third Party Processors

Third Party Processors involved in the provision of the BoxTop Solution described under this Product Schedule:

Name	Function/Purpose	Location
Cisco Systems, Inc.	Application analytics and security logging for users of BoxTop Vision branded services	United States
Microsoft Corporation	Azure cloud hosting services and data storage for BoxTop Vision branded services	United States

Personal Data Supplement

For the purposes of any Model Clauses, as may be required under the Descartes Data Processing Terms, the following information will shall supplement Annex 1 to the Model clauses (as that term is defined in the Data Processing Terms).

Categories of data subjects whose personal data is being transferred

Only the following categories of data subjects:

• Permitted Users (credential and access related information only).
• Users of BoxTop Vision (credential and access related information only), if subscribed to by Customer.

Categories of personal data transferred

Only the following types of personal information will be processed within the Descartes products or services:

• Names (which may include first, last, or full names);
• Access related information (such as email addresses, identifiers, IP addrsses).

Transfers to sub-processors

Name	Type of Personal Data	Processing Duration	Purpose	Location
Cisco Systems, Inc.	Access related information, application usage related information.	Duration of Term of Agreement	Application analytics and security	United States, Czech Republic, Germany, United Kingdom, Brazil, or Singapore
Microsoft Corporation	Names and Access related Information	Duration of Term of Agreement	Data hosting	United States