Version: PBTDSG24.0

  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 “Software” 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 Software is provided to Customer only within the duration of the Agreement and subject to the terms of the Agreement.  The Software may be installed on Customer Equipment and 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.

    2.2 Customer is granted a term-based license to the Hosted Software 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 Software (collectively “Updates”).  Unless otherwise agreed to in writing, Customer shall be responsible for determining when and which Updates are to be applied to the Software.

    2.3 Customer and its Permitted Users are authorized to Use the Software described in the Agreement solely for the Permitted Use.  Customer is not authorized to Use any Module associated with the Software unless that Module is specifically listed in the Order Form or any subsequent ordering document.

    2.4 Customer, in using the Software, 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 Software 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 Software, any underlying network systems hosted by Descartes that support the Software, or the ability of other users or customers of Descartes to use the Software; (iv) modify, decompile, disassemble, or reverse engineer any portion of the Software 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 Software; (v) pledge the Software as collateral or otherwise encumber the Software 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 Software.

    2.5 Where Customer determines that it has violated section 2.4 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 support the provision and function of the Software 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 Software from time to time. 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 Software (collectively “Updates”).  Unless otherwise agreed to in writing, Customer shall be responsible for determining when and which Updates are to be applied to the Software.

  4. PERMITTED USERS

    Permitted Users of Software. 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.

    Responsibility for Permitted Users.  Customer agrees that it is responsible for all Permitted Users who Use the Software 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 SOFTWARE

    Support for Hosted Software is provided subject to Descartes’ Hosted Software Support Policy, a current copy of which can be found at https://www.descartes.com/legal/customer-agreements/descartes-software-support-policy (the “Support Policy”).  For the purposes of the 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 Support Policy and this Product Schedule, any Order Form, or any Master Terms, the terms of the Support 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 Software is as set out under Annex “A” to this Product Schedule.

  7. DEFINITIONS

    7.1 “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.

    7.2 “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 Software, calculated in aggregate across the Order Form and any other Supplementary Order Forms that reference that Order Form.

    7.3 “Module” means an addon, module, or service which is designed to be integrated with the Software but which is not designed to be an essential or required component of the Software.

    7.4 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”

Annex “A”

Third Party Processors

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

NameFunction/PurposeLocation
n/a