Product Schedule – Peoplevox

Version: PPVOXDSG26.0

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 “Peoplevox” product family (hereafter “Peoplevox Services” 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 Peoplevox Services are provided to Customer only within the duration of the Agreement and subject to the terms of the Agreement.  The Peoplevox Services may be Used by Customer and its Permitted Users only for Customer’s internal business purposes in connection with order and inventory management, updating of catalogs and pricing, managing and administering Customer’s warehouse and fulfillment operations, including receiving, put-away, order processing, picking, packing, shipping, returns processing, reporting, and integrations with Customer’s third party systems.
   
   2.2 Descartes shall provide the Peoplevox Services to Customer during the Term of the Agreement at the service levels described in the Agreement.  As part of Customer’s subscription to the Peoplevox Services, the underlying applications that Descartes uses to provide Peoplevox Services may be updated from time to time to the extent that Descartes makes such updates available to all customers as part of a generally available release.
   
   2.3 Customer and its Permitted Users are authorized to Use the Peoplevox Services described in the Agreement solely for the Permitted Use.  Customer is not authorized to Use any Module associated with the Peoplevox Services unless that Module is specifically listed in the Order Form or any subsequent ordering document.
   
   2.4 No license is given to any of the underlying software, hardware, or other systems used by Descartes to provide the Peoplevox Services to Customer. Customer is solely authorized to access the Peoplevox Services via the applications or means of connection specified by Descartes.  Customer is responsible for adhering to all such specifications to ensure connectivity with the Peoplevox Services. Certain Peoplevox Services may support integration with third party systems, platforms, marketplaces, carriers, or other services (each, a “Third Party System”). Customer is solely responsible for obtaining all rights, licences, accounts, credentials, and consents necessary to enable such integration, and for compliance with applicable terms and policies of each Third Party System. Descartes does not control, and shall have no responsibility or liability for, the availability, security, accuracy, or performance of any Third Party System, or any acts or omissions of any third party providers.
   
   2.5 Customer, in using the Peoplevox Services, 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 or the Peoplevox Services files that contain viruses, malware, corrupted files, or any other similar software or programs; (ii) use the Peoplevox Services 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 Peoplevox Services, the underlying network systems supporting the Peoplevox Services, or the ability of other users or customers of Descartes to use the Peoplevox Services; and (iv) 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 Peoplevox Services.
   
   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 Services 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 Peoplevox Services from time to time, provided such modification does not result in a material loss of functionality in the Peoplevox Services as compared to the Peoplevox Services as of the Effective Date.
   
   
4. PERMITTED USERS
   
   4.1 Permitted Users of Peoplevox Services. 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 Peoplevox Services 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. MOBILE APPLICATIONS
   
   5.1 Where the Peoplevox Services include Mobile Applications or Mobile Applications are used to connect to Peoplevox Services, the following provisions shall apply.
   
   (a) Customer is granted a term limited, non-exclusive, non-transferable license to Use the Mobile Application, conditional on the Customer having a current subscription in good standing to the specified Peoplevox Services.  No license is given to the source code to any or all parts of the Mobile Application and Customer is prohibited from reverse engineering, disassembling or decompiling the Mobile Application or otherwise attempting to create or generate any source code version of any part of the Mobile Application, except as permitted by applicable law and to the extent that Descartes is not permitted by applicable law to exclude or limit such rights.
   
   (b) Mobile Applications are, unless otherwise specified in the Order Form, to be installed on Customer Equipment and used by Customer to transmit Customer’s data to their corresponding Peoplevox Services solely in connection with Customer’s valid subscription to the Peoplevox Services. 
   
   (c) Mobile Applications may be delivered by way of a third-party digital distribution platform including but not limited to Google Play for Android Devices or App Store for iOS devices.  Customer understands and agrees that these owners and operators of these third-party digital distribution platforms are not endorsing or making any other guarantee or warranty about the Mobile Application.
   
   (d) Mobile Applications are designed to connect to the Peoplevox Services maintained by Descartes and may not function correctly without being allowed to maintain that connection.  Customer is responsible for ensuring any Customer Equipment the Mobile Application is installed on has adequate connection with the general internet or other networks as may be specified.  Descartes explicitly disclaims any liability resulting from poor connectivity or loss of communication caused by Customer Equipment or any network Customer Equipment uses to connect to the Peoplevox Services and Mobile Applications are explicitly excluded from any availability measure or determination.
   
   (e) Mobile Applications are designed to be regularly updated to meet evolving technical and security standards.  Descartes may, from time to time, release new versions of the Mobile Applications.  Customer will, unless specifically permitted otherwise by Descartes in writing, Use only the most current version or the immediately preceding version.  Customers who do not Use the most current version or the immediately preceding version may, at Descartes sole discretion, be excluded from any Mobile Application support or service entitlements Descartes may be obligated to provide under the Agreement and any such Use is at the Customer’s own risk. 
   
   
6. DELIVERY OF PEOPLEVOX SERVICES; SUPPORT
   
   The delivery of Peoplevox Services as well as the provision of support related to the Peoplevox Services is 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”).  To the extent there is any contradiction or conflict between the terms of the Delivery Policy and this Product Schedule, any Order Form, or any Master Terms, the terms of the Delivery Policy shall be subordinate to all those other terms.
   
   
7. 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 Peoplevox Services is as set out under Annex “A” to this Product Schedule.
   
   
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 Peoplevox Services, calculated in aggregate across the Order Form and any other Supplementary Order Forms that reference that Order Form.
   
   8.3 “Mobile Application” or “Mobile Applications” means Software that is designed to be installed on a phone, tablet, or other portable device running an Android, iOS, or Windows Mobile operating system and which was produced by or supplied by Descartes to Customer as part of the Peoplevox Services.
   
   8.4 “Module” means an addon, module, or service which is designed to be integrated with the Peoplevox Services but which is not designed to be an essential or required component of the Peoplevox Services.
   
   8.5 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) “Effective Date”
   (d) “Master Terms”
   (e)“Order Form”
   (f) “Permitted Use”
   (g)“Permitted User”
   (h) “Services”
   (i) “Scope of Use”
   (j) “Support Services”
   (k)“Term”
   (l)“Use”

Third Party Processors

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

Name	Function/Purpose	Location
Alphabet Inc. (Google)	Cloud infrastructure hosting, address validation, image processing, analytics and related services	USA/EU/AUS – dependent upon Customer’s location
Amazon.com, Inc. (AWS)	Cloud infrastructure and hosting	USA/EU/Asia-Pacific – dependent upon Customer’s location
Datadog, Inc.	Cloud monitoring and observability	USA

Annex “B”

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).
• Customer’s customers, consignees, and other shipment recipients (names and addresses for the purposes of shipping and return labels).

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);
• Contact information (such as telephone numbers, mailing address, and email addresses);
• Delivery addresses;
• Order, shipment, and warehouse transaction details (such as order numbers, item/SKU references, quantities, tracking numbers, and related instructions);
• User account credentials, audit logs, and device identifiers (such as username, role, IP address, and mobile device identifiers); and
• Information that may be required by Carriers to be included on shipping labels.

Transfers to sub-processors

Name	Type of Personal Data	Processing Duration	Purpose	Location
Alphabet Inc. (Google)	Name, contact information and user account information, order, shipment and warehouse transaction details	Duration of the contract	Cloud infrastructure hosting, address validation, image processing, analytics and related services	USA/EU/AUS – dependent upon Customer’s location
Amazon.com, Inc. (AWS)	Name, contact information and user account information, order, shipment and warehouse transaction details	Duration of the contract	Cloud infrastructure and hosting	USA/EU/Asia-Pacific – dependent upon Customer’s location
Datadog, Inc.	Name, contact information, IP address and other personal information that may be included in logs, traces or session data	Duration of the contract	Cloud monitoring and observability	USA (and other jurisdictions where Datadog maintains systems and facilities, as applicable)