Product Schedule – Transportation Manager (Infodis)

Version: PTMDSG23.1

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 “Transportation Manager Infodis”, “Transportation Manager (Infodis)”, or “TM ID” product family (hereafter “GLN 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 The GLN Services, as listed in an Order Form, are provided to Customer subject to the terms of the Agreement, for Use by Customer and its Permitted Users as follows based on the individual product names as follows:
   
   (a) Transportation Manager – for Use only in connection with the processing and management of Customer’s own Shipments or Invoices related to those Shipments
   
   (b) Reporting Services – for Use only in connection with generating reports on Customer’s use of the GLN Services.
   
   2.2 Descartes shall provide the GLN 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 GLN Services, the underlying applications that Descartes uses to provide GLN 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 is authorized to Use the GLN Services described in the Agreement solely for the Permitted Use.  Customer is not authorized to Use any Module associated with the GLN Services unless that Module is specifically listed in the Order Form or any subsequent ordering document. Certain GLN Services included in the Order Form may be used to enable certain functionality or network connectivity for other Descartes products or services (“Underlying Services”) being provided through the Order Form and are not intended to be used directly by Customer.  Any such Underlying Services will be appropriately marked to indicate they are part of the underlying software or systems that form the GLN Services.
   
   2.4 No license is given to any of the underlying software, services, hardware, or other systems used by Descartes to provide the GLN Services to Customer. Customer is solely authorized to access the GLN 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 GLN Services.
   
   2.5 Customer, in using the GLN Services, agrees not to knowingly: (i) upload or otherwise send to Descartes or the GLN Services files that contain viruses, malware, corrupted files, or any other similar software or programs; (ii) use the GLN 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 GLN Services, the underlying network systems supporting the GLN Services, or the ability of other users or customers of Descartes to use the GLN 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 GLN 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 GLN Services from time to time, provided such modification does not result in a material loss of functionality in the GLN Services as compared to the GLN Services as of the Effective Date.
   
   
4. PERMITTED USERS
   
   4.1 Permitted Users of GLN Services. Customer will be solely responsible for selecting 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 GLN 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. DESCARTES CARRIER PORTAL
   
   Notwithstanding anything to the contrary in the Agreement, if under the Agreement the GLN Services include services described or branded as “Carrier Portal”, then Carrier Portal is provided for use solely by Carrier User in connection with the transmission of Messages related to Shipments made in the GLN Services that Customer subscribes to under the Agreement.
   
   
6. THIRD PARTY PRODUCT – DISTANCE CALCULATION AND RATING SOLUTIONS
   
   Customer acknowledges and agrees that in order for Customer to be able use some of the functionalities of Descartes Transportation Manager (Infodis), Customer will be required to procure a subscription to a compatible distance calculation and/or rating solutions independently of this Agreement and the provider of such distance calculations will be deemed to be Data Providers for the purposes of the Master Terms. All ownership and intellectual property rights in and to such distance calculation and/or rating solutions shall be governed by a separate agreement between Customer and such solution provider. Descartes makes no warranties and disclaims all liabilities arising or related to any mileage calculation or rating solution.
   
   
7. DELIVERY OF GLN SERVICES; SUPPORT
   
   The delivery of GLN Services as well as the provision of support related to the GLN 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.
   
   
8. 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 GLN Services are as set out under Schedule 1 to this Product Schedule.
   
   
9. DEFINITIONS
   
   9.1 “Carrier User” means a trading partner of Customer that has been assigned a carrier login and password solely for the purpose of transmitting Messages related to Shipments made in the GLN Services that Customer subscribes to under the Agreement.  
   
   9.2 “Invoice” shall mean each bill for a Shipment identified within an Invoice.
   
   9.3 “Messages” means an electronic data interchange transmission in such pre-defined format as Customer and Descartes may agree on from time to time.
   
   9.4 “Module” means an addon, module, or service which is designed to be integrated with the GLN Services but which is not designed to be an essential or required component of the GLN Services.
   
   9.5 “Shipment” shall mean a discrete request for movement of goods from a single origin to a single destination that reflects a shippable quantity of goods identified by a unique shipment id number assigned by GLN Services prior to any Load consolidation into a master shipment. Updates to a Shipment are part of the same Shipment and not counted as new Shipment.  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) “GLN Services”
   (f) “Master Terms”
   (g) “Order Form”
   (h) “Permitted Use”
   (i) “Permitted User”
   (j) “Scope of Use”
   (k) “Term”
   (l) “Use”

Third Party Processors

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

Name	Function/Purpose	Location
Centurylink Communications, LLC dba Lumen Tchnologies	Data center and colocation services	Belgium
Interxion Datacenters B.V.	Data center and colocation services	Netherlands
Microsoft Corporation	Azure cloud hosting services and data storage	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).
• Recipients of items being shipped (names and addresses for the purposes of delivery) where GLN Services are being used to manage shipments directly to individuals.

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;
• User order details (such as items to be delivered, delivery date, time and value);
• 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
Amazon.com Inc.	All Personal Data	Duration of contract	AWS cloud hosting services and data storage	United States, Australia
Microsoft Corporation	All Personal Data	Duration of contract	Azure cloud hosting services and data storage	United States

[End of Product Schedule.]