Product Schedule – Rock Solid Enterprise Management Systems, as a platform

Version: PRMSRDSG23.1

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 “Rock Solid”, “Rock Solid Enterprise Management Systems”, “REMS”, or “REMS Enterprise” 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 Service are provided to Customer only within the duration 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 providing an online platform or portal to allow Customer to sell to End Customers shipping Labels for those End Customer’s own internal business shipping needs, but for greater certainty shall not include the ability for Customer to use the GLN Services for its own shipping or transportation needs.
   
   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 and its Permitted Users are 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.
   
   2.4 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.
   
   2.5 Customer, in using the GLN Services, agrees not to knowingly do, or allow any other party to do so on their behalf, or allow any End Customer or Permitted Users to do any of the following: (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, a Permitted User, or an End Customer, 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.
   
   3.3 The GLN Services may include limitations on either the volume of Labels purchasable within a given time period or the permissible origin or destination of Labels. Such restrictions shall be imposed only where reasonably necessary to protect the GLN Services from potential abuse or fraud or to reduce the impact of potential underweighting of parcels.
   
   3.4 Where Descartes reasonably determines that an End Customer has violated, caused to be violated, or is likely to violate any terms or conditions contained within this Agreement, Descartes may, at its sole discretion, limit, suspend, or terminate that End Customer’s access or ability to purchase Labels through the GLN Services. Descartes shall be obligated to provide notice of the pending suspension or termination to Customer only and shall not be required to notify the End Customer. Where more than one End Customer has violated or caused to be violated any terms or conditions contained within this Agreement, Customer will be deemed to have materially breached this Agreement and shall be obligated to cure that breach within the applicable time period set out under this Agreement failing which Descartes may, in addition to any other remedy available to it, suspend or terminate all End Customer’s access or ability to purchase Labels through the GLN Services.
   
   
4. DATA HANDLING
   
   4.1 Use of the GLN Services will require Customer to provide certain information to Descartes about End Customer, including full name, company name, mailing address, email address, and any information needed to identify End Customer to the Carrier which End Customer is purchasing Labels for (collectively “Registration Information”). Customer is responsible for ensuring End Customer Registration Information is accurate and is updated within a reasonable period of time following any change to End Customer Registration Information. Providing false, inaccurate, or fictitious Registration Information, or using or attempting to use the Registration Information of any other person without their express permission is considered a material breach by Customer and may result in the immediate suspension or termination of access to GLN Services without notice.
   
   4.2 Customer confirms that it has at all times the necessary right, authority, or consent as the case may be, to provide Registration Information to Descartes and to allow Descartes to disclose End Customer Registration Information to Carriers. Customer understands that Carrier may, from time to time, request additional information from Descartes for the purpose of detecting or preventing fraudulent, unlawful or abusive activities. Customer agrees that Descartes may provide any such additional information requested by Carrier. Where Descartes is permitted to provide notice of such requests by Carriers, Descartes shall only be obligated to provide notice to Customer.
   
   
5. ADDITIONAL FEE PROVISIONS
   
   5.1 Transaction Fees. As fees for GLN Services may vary depending on the type, volume, and frequency of Label purchases, fees will be managed and presented to Customer within the GLN Services or through invoices issued by the GLN Services itself. As such, any fees described in any Order Form shall be considered approximations only and are not intended to be a binding commitment by Descartes as to the amount of fees owed by Customer for use of the GLN Services. Further, Carriers may issue fee invoices for Label purchases to Customer through the GLN Services (“Carrier Fees”). Carrier Fees presented through the GLN Services may include additional fees for the use of GLN Services subscription fees, which may or may not be explicitly listed as a separate line item on the invoice.
   
   5.2 Customer shall be responsible for paying the cost of any Labels purchased, including any Adjustments made by the Carrier, to Descartes at the billing frequency set out in the Order Form. Additional fees may be charged to Customer by Descartes as set out in the GLN Services.
   
   5.3 Responsibility for End Customers. Notwithstanding the type of Labels or the Carrier that issued the Labels, Customer is at all times responsible for End Customer’s purchasing and use of any Labels, including without limitation where End Customer has purchased Labels accidentally, unintentionally, fraudulently, or the purchases arose due to End Customer’s failure to properly protect their account credentials. In the event of any reweighs or adjustments made to Labels due to the End Customer’s failure to accurately measure or weigh the items the Labels are purchased for, Customer agrees that it shall be financially responsible for any such adjustments charged by the Carrier and Descartes may suspend or terminate End Customer or Customer’s access to the GLN Services for any failure to promptly pay any such adjustments. For greater certainty, NOTWITHSTANDING ANY OTHER LANGUAGE TO THE CONTRARY, CUSTOMER’S LIABILITY FOR ANY SUCH ADJUSTMENTS DESCRIBED ABOVE SHALL NOT BE LIMITED OR EXCLUDED IN ANY WAY BY ANY LIMITATION OF LIABILITY PROVISION OR ANY EXCLUSION OF LIABILITY LANGUAGE.
   
   
6. PURCHASING OF LABELS
   
   6.1 Label Adjustments. . Customer understands that prices for Labels are estimated based on many factors including but not limited to the weight, dimensions, locations of origin or destination, address corrections, or contents of the parcel (the “Parcel Characteristics”) presented to Carrier. Carrier reserves the right, at their sole discretion, to review the Parcel Characteristics, and if it the Carrier determines them to be different from what was presented when the Label was created, may adjust the price of the Label accordingly (an “Adjustment”). Customer expressly agrees to accept the Adjustment, as determined by the Carrier, as accurate and correct. Customer also authorizes Descartes to charge and collect any fees associated with any Adjustment to the payment method(s) Customer has provided under the Agreement. Where an Adjustment has occurred, Customer authorizes Descartes to charge and collect from Customer’s configured payment method(s) to A) the “recharge” amount as that term is described and configured in the payment settings within the GLN Services, or B) the amount of the Adjustment, whichever is greater. Customer expressly agrees to make the above-described payment by all other reasonable payment methods if the pre-authorized payment method is declined. Where Carriers make available and Customer chooses to use scan-based return label features, sometimes referred to as “Pay On Use (POU) returns”, Customer understands and agrees to pay an additional label fee at the then current rates. Any Labels returned must be destroyed immediately.
   
   
7. United States Postal Service (USPS) Labels
   
   7.1 United States Postal Service.  End Customers shipping through the United States Postal Service (“USPS”) will be required to pay all Label fees directly to Descartes. Customer may not charge nor collect Label fees for the USPS on Descartes behalf absent explicit written instructions to do so. Customer is responsible for facilitating the process by which End Customers will pay Descartes directly for USPS Label fees. Descartes will apply as a credit to Customer’s fees the agreed upon portion, as set out within the GLN Services, for those USPS Labels purchased by End Customers. This credit will be applied Customer’s account within thirty (30) days of the date on which Descartes receives payment for the Labels. In the event of any adjustment or change in the Label price made by USPS after a Label has already been issued and paid for, Descartes will collect or credit, as the case may be, that adjusted amount in the same fashion as described above. Customer will ensure that End Customer does not allow, permit, or offer to sell or resell any USPS label to any other party, absent explicit prior written approval by Descartes or the USPS.
   
   7.2 USPS Labels.  Where Labels are purchased by End Customers through USPS, Customer shall comply with, and shall ensure End Customer complies with, the following terms, where “you” shall apply to the Customer or End Customer as applicable:
   
   (a.) By purchasing Labels through USPS, you are also entering into an Agreement with the United States Postal Service (“USPS”) in accordance with the Domestic Mail Manual (DMM) 604.4, Postage Payment Methods, Postage Meters and PC Postage Products (Postage Evidencing Systems or “PES”). You accept responsibility for control and use of your account and the PES printed therefrom. You agree and certify that: (i) you will comply with all laws and regulations applicable to USPS services, including, without limitation, the provisions of the Domestic Mail Manual and the International Mail Manual, (ii) you do not owe any money to the USPS and you are not a controlling member or officer of an entity that owes money to the USPS, and (iii) you authorize Descartes to disclose your personal information to the USPS and such other information retained by Descartes that may enable the USPS to collect debts owed to it.
   
   (b.) You acknowledge that you have read the Domestic Mail Manual 604.4, Postage Payment Methods, Postage Meters and PC Postage Products (Postage Evidencing Systems) and agree to abide by all rules and regulations governing its use.
   
   (c.) Failure to comply with the rules and regulations contained in the DMM or use of the PES in any fraudulent or unlawful scheme or enterprise may result in the revocation of this agreement and the termination of access to the GLN Services.
   
   (d.) You further acknowledge that any use of this PES that fraudulently deprives the USPS of revenue can cause you to be subject to civil and criminal penalties applicable to fraud and/or false claims against the United States. The submission of a false, fictitious or fraudulent statement can result in imprisonment of up to five (5) years and fines of up to $10,000 (18 U.S.C. 1001). In addition, a civil penalty of up to $5,000 and an additional assessment of twice the amount falsely claimed may be imposed (3 U.S.C. 3802).
   
   (e.) You further understand that the rules and regulations regarding the use of this PES as documented in the DMM may be updated from time to time by the USPS and it is your obligation to remain up to date on the rules and regulations and to comply with any current and future rules and regulations regarding its use.
   
   (f.) You further understand that the USPS has initiated an Automatic Package Verification system, that may result in the charge for a label being applied to your account after the initial label has printed. Such charges may be assessed after your account is terminated (by you or Descartes), and you agree that Descartes may retain your payment method to collect such charges, or may delay refunding your account balance to allow such charges to be paid.
   
   (g.) The point of origin of any shipment may only be from within the United States of America.
   
   
8. CARRIER INSURANCE
   
   Some Carriers, as identified within GLN Services, may include a limited amount of insurance to cover lost or damaged parcels. Determining the suitability of such insurance, including but not limited to the coverage available and the appropriateness of the terms, shall be the sole responsibility of the Customer or End Customer. Descartes shall not be considered a party to any agreement to use or purchase any such insurance and Customer shall indemnify Descartes from any third party claim arising as a result of any insurance coverage purchased by Customer or End Customer.
   
   
9. API SERVICES
   
   9.1 Scope of API Services. Customer may subscribe to an API service or other similar such service that allows for application program interface functions for the purpose of enabling the GLN Services to share in digital form information with the Customer’s own systems or applications (“API Services”). API Services are provided solely to allow Customer to integrate their own systems or applications with the GLN Services, provided that integration will be used solely for Customer’s own internal business purposes. Customer is not permitted to use the API Services to facilitate any direct integration between the GLN Services and any End Customer systems or applications, or for any purpose that would reasonably be considered to result in the creation or function of any product or service that would compete with the GLN Service or any other Descartes product or service. Customer understands that API Services do not (i) include any documentation or training for the API Service; (ii) include any development hours to develop software that accesses the API Service; (iii) include any development hours for any configuration, interface development, or nonstandard configuration of the external data interface that may be required by Customer’s systems; (iv) may be subject to rate, call, or access limitations or other limitations as is considered reasonably necessary by Descartes to protect the API Services or GLN Services or to prevent any misuse or abuse of the API Services or the GLN Services; and (v) Customer is solely responsible for ensuring that it has all necessary rights, licenses, and consents to transmit data to and from Descartes via API Services. Further, Customer understands that support for the API Services is limited to verification of performance of the API Services as interfaced to Customer’s system.
   
   9.2 API Services Credentials. Customer will be provided an API authorization key (“API Credentials”) upon subscription to applicable API Services. Customer may not share its API Credentials with any other third party, except for any third parties or affiliates who require the API Credentials solely for the purpose of assisting Customer in the setup or implementation of any connection to the API Services. Customer understands that it is solely responsible for any actions performed by any party through its API Credentials.
   
   9.3 Confidentiality. API Services and API Credentials are considered the confidential information of Descartes, and Customer shall not allow or permit any the API Services or its API Credentials to be published or otherwise made available on any public repository of code, including but not limited to any aggregator or open-source code service.
   
   9.4 Intellectual Property. Customer shall ensure any connection or integration through the API Services it creates, commissions to be created, or otherwise implements shall not infringe the intellectual property rights of any third party and shall be responsible for indemnifying and holding Descartes harmless from any third party claim that might arise from any such infringement, except to the extent any such infringement is caused solely by the API Services themselves. For greater certainty, while any integration with the API Services shall, as between Descartes and Customer, be considered the intellectual property of the Customer, the API Services themselves shall be considered the intellectual property of Descartes.
   
   
10. PERMITTED USERS
    
    10.1 Permitted Users of GLN 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.
    
    10.2 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.
    
    
11. 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.
    
    
12. 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 Annex “A” to this Product Schedule.
    
    
13. DEFINITIONS
    
    13.1 "Carrier” means a third-party entity, unrelated to Descartes, who provides, as a commercial business, services to transport physical items from one location to another and may include government funded entities as well as private entities.
    
    13.2 “End Customer” or “End Customers” means those clients or customers of Customer who are purchasing Labels, either directly or indirectly through the GLN Services, from the Customer, but shall not include, unless otherwise authorized by Descartes in writing, any intermediary, such as a shipping platform, third party consultant, postage reseller, third-party freight payment and/or audit firm, online marketplace, affinity group, or other intermediary.
    
    13.3 “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 GLN Services, calculated in aggregate across the Order Form and any other Supplementary Order Forms that reference that Order Form.
    
    13.4 “Label” means a pre-paid shipping label issued by a Carrier for the shipment of a specific parcel or package.
    
    13.5 “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.
    
    13.6 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) “Services”
    (k) “Scope of Use”
    (l) “Support Services”
    (m) “Term”
    (n) “Use”

[End of Product Schedule, Annex “A” 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
Not applicable

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 shipping 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;
• User order details (such as items to be delivered, delivery date and time);
• 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
n/a