Product Schedule – GLN Services – Messaging

Version: PMSGDSG23.0

1. APPLICABILITY
   
   These terms (“Product Schedule”) are applicable only to Descartes products or services that have been branded by Descartes as Messaging (hereafter “GLN Services”) 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 Service are provided to Customer only within the Term of the Agreement and subject to the terms of the Agreement.  The GLN Services may be Used by Customer and its Permitted Users only for Customer’s internal business purposes in connection with the transmission of Messages relating to deliveries made to or by Customer.
   
   2.3 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.
   
   2.4 Customer is only authorized to Use the GLN Services described in the Agreement.  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.
   
   2.5 No license is given to any of the underlying software, 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.
   
   2.6 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 GLN ARCHIVING
   Notwithstanding anything to the contrary in the Agreement, if under the Agreement the GLN Services include services described or branded as “GLN Archiving”, then, so long as the GLN Services subscription includes GLN Archiving, Messages exchanged via Descartes GLN will be archived for the agreed upon period of time, which in any event shall be no longer than ten (10 years) from the date the Messages first transit through the Descartes GLN (the “Archival Period”). Messages will be purged at the end of the Archival Period. In the event this Agreement is terminated, and unless Customer requests in writing the purging of archived Messages, Descartes will maintain those archived Messages until the expiration of the Archival Period.  Customer will be permitted to view the archived Messages until the end of the Archival Period, however, Customer shall not be entitled to any support services as of the date the Agreement is terminated.
   
   
6. 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.
   
   
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 GLN Services is as set out under Schedule 1 to this Product Schedule.
   
   
8. DEFINITIONS
   
   8.1 “Inbound Message” means an electronic data interchange transmission in such pre-defined format as Customer and Descartes may agree on from time to time, sent by Customer to the GLN for delivery to a Trading Partner, or sent by a Trading Partner to Descartes’ GLN for delivery to Customer.
   
   8.2 “Message” means an Inbound Message or an Outbound Message.
   
   8.3 “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.
   
   8.4 “Outbound Message” means an electronic data interchange transmission sent from Descartes GLN in a pre-defined format to a single Trading Partner designated by Customer or to the Customer reflecting the contents of an Inbound Message.
   
   8.5 “Trading Partner” means those entities or networks (including Customer’s own host computer system) that are connected to Descartes’ GLN, either directly as a customer of Descartes or indirectly via an existing electronic messaging service provider that is connected to Descartes’ GLN, that Customer advises Descartes it wants to transmit Inbound Messages to.
   
   8.6 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”.

[End of Product Schedule, Schedule “1” to immediately follow.]

Third Party Processors

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

Name	Function/Purpose	Location
n/a

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Personal Data Supplement

For the purposes of any Model Clauses, as may be required under the Descartes Data Processing Terms, the following information will 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).

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);
• Any personal information that can be inferred from or incidental to any Messages transmitted to or by Customer.

Transfers to sub-processors

Name	Type of Personal Data	Processing Duration	Purpose	Location
n/a

[END OF ANNEX A.]