Product Schedule – OCR

Version: POCRDSG24.0

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 “OCR” product family (hereafter “OCR 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 OCR Services are provided to Customer upon the timely payment of all required fees only for the duration of the Agreement and subject to the terms of the Agreement.  The OCR Services may be Used by Customer and its Permitted Users only for Customer’s internal business purposes and subject to the following additional scope restrictions:
   
   (a) For OCR Services prefixed by the letters “OCR-Commodity Classification” to allow Customer to classify exports into appropriate product classifications or ECCN numbers;
   
   (b) For OCR Services prefixed by the letters “OCR-EO” to allow Customer to manage export procedures including order creation, shipment consolidation, compliance screening, validation checks, customs filing, document generation and dissemination, and real-time status monitoring throughout the export life cycle;
   
   (c) For OCR Services prefixed by the letters “OCR-GTC” to allow Customer to manage the movement of controlled goods and technology through the usage of standardized policies and workflows;
   
   (d) For OCR Services prefixed by the letters “OCR-HST” to host OCR Services only;
   
   (e) For OCR Services prefixed by the letters “OCR-IO” to allow Customer to manage the customs clearance process when importing goods;
   
   (f) For OCR Services prefixed by the letters “OCR-LMS” to allow Customer to manage export licenses and authorizations;
   
   (g) For OCR Services prefixed by the letters “OCR-WL” to allow Customer to assess individuals or entities to determine whether those individuals or entities are considered restricted, denied, or prohibited parties by applicable government agencies or regulators;  and
   
   (h) For OCR Services prefixed by the letters “OCR-Visitor Management” to allow Customer to review and authorize individuals attending at premises owned or managed by Customer.
   
   For all other OCR Services, to be used only in connection with and in support of the OCR Services provided by Descartes to Customer under an Agreement in good standing.
   
   2.2 Subject to the terms of the Agreement, including but not limited to the timely payment of all fees owing, Customer is granted a subscription to the GLN Services for the Term of the Agreement at the service levels described in the Agreement and that, as part of Customer’s subscription to the OCR 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. Where the Agreement includes a service designated as “OCR HST – Production Server” or “OCR Production Server – Hosting”, all OCR Services will be deemed to have the Solution Type of “Hosted Software”, even if the Solution Type is otherwise designated as “GLN Services”, and Customer is granted a term-based license to the Hosted Software for the Term of the Agreement.  Where Customer is a subscriber to Hosted Software and 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 Hosted 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 Hosted Software.
   
   2.3 Customer and its Permitted Users are authorized to Use the OCR Services described in the Agreement solely for the Permitted Use.  Customer is not authorized to Use any Module associated with the OCR Services unless that Module is specifically listed in the Order Form or any subsequent ordering document.No license is given to any of the underlying software, hardware, or other systems used by Descartes to provide the OCR Services to Customer.
   
   2.4 Customer is solely authorized to access the OCR 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 OCR Services.
   
   2.5 Customer, in using the OCR 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 OCR Services that contain viruses, malware, corrupted files, or any other similar software or programs; (ii) use the OCR 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 OCR Services, the underlying network systems supporting the OCR Services, or the ability of other users or customers of Descartes to use the OCR Services; (iv) modify, decompile, disassemble, or reverse engineer any portion of the Hosted 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 Hosted Software; (v) pledge the Hosted Software as collateral or otherwise encumber the Hosted 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 OCR 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 OCR 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 OCR 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 OCR 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. DELIVERY OF GLN SERVICES; SUPPORT FOR HOSTED SOFTWARE
   
   Where OCR Services are designated as GLN Services, the delivery of those GLN Services as well as the provision of support related to those 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”).  Where OCR Services are designated as Hosted 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/hosted-software-maintenance-program (the “Support Policy”).  To the extent there is any contradiction or conflict between the terms of the Delivery Policy or Support Policy and this Product Schedule, any Order Form, or any Master Terms, the terms of the Delivery Policy or Support Policy, as applicable, 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 OCR Services 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 OCR Services, 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 OCR Services but which is not designed to be an essential or required component of the OCR Services.
   
   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) “GLN Services”
   (f) “Master Terms”
   (g) “Order Form”
   (h) “Permitted Use”
   (i) “Permitted User”
   (j) “Services”
   (k) “Scope of Use”
   (l) “Support Services”
   (m) “Term”
   (n) “Use”

Third Party Processors

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

Name	Function/Purpose	Location
Oracle Corporation	Oracle 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).
• Trade participants (names and addresses).

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);
• Identity verification information as required by United States Customs and Border Protection.

Transfers to sub-processors

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