Product Schedule – ShipRush

Version: PSRDSG23.0

1. APPLICABILITY
   These terms (“Product Schedule”) are applicable only to the use of Descartes products branded as “ShipRush”, regardless of whether ShipRush is being provided as a service (hereafter called “GLN Services”) or ShipRush is being provided as software to be installed on Customer’s own equipment (hereafter called “Software”). These terms are in addition to any other terms and conditions provided under the Agreement. This Product Schedule is applicable only to those Customers that purchased ShipRush products through an Order Form.
   
   
2. USE AND RESTRICTIONS
   
   2.1 The ShipRush products and services are provided to Customer only within the duration of the Agreement and subject to the terms of the Agreement.  The ShipRush products and services may be Used by Customer and its Permitted Users only for the purchase and management of shipping labels which Customer will be using for its own internal shipping needs.
   
   2.2 Descartes shall provide or otherwise make available for Use the ShipRush products and services to Customer during the Term of the Agreement at the service levels described in the Agreement.  Where ShipRush is provided in the form of Software, as part of Customer’s license to the Software Customer will be entitled to receive all generally available releases and updates.  Where ShipRush is provided in the form of a GLN Service, 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 Certain shipping carriers may require you to agree to additional terms and conditions applicable to their services (“Carrier Terms”). Descartes is not a party to Carrier Terms and you agree, to the maximum extent permitted by law, to indemnify and hold harmless Descartes from any claim, demand, damages, costs, or other causes of action that may arise as a result of any parties compliance or lack thereof to said Carrier Terms.
   
   2.4 Customer is authorized to Use the ShipRush products and services described in the Agreement solely for the Permitted Use.  Customer is not authorized to Use any Module associated with the ShipRush products and services unless that Module is specifically listed in the Order Form or any subsequent ordering document.
   
   2.5 Where ShipRush is provided as a GLN Service, 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 Customer, in using the ShipRush products and services, agrees not to knowingly: (i) upload or otherwise send to Descartes files that contain viruses, malware, corrupted files, or any other similar software or programs; (ii) use the ShipRush products and services for illegal purposes, to further an illegal or criminal venture, to ship goods that would be illegal, restricted, or prohibited under any applicable laws including the laws of where the shipment either originates or is destined, or Use 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 ShipRush products and services, the underlying network systems supporting the ShipRush products and services, or the ability of other users or customers of Descartes to use the ShipRush products and services; (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 ShipRush products and services; and (v) cause to be uploaded, transmitted, transferred, or otherwise provided to Descartes any data for which Customer does not have the right or authority to provide to Descartes.
   
   2.7 Where Customer determines that it has violated any section of this Agreement or Product Schedule, 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.
   
   2.8 Where Customer ships any hazardous materials or dangerous goods or any goods that require a license to ship or possess (collectively “Special Handling Goods”), Customer specifically warrants that (a) they are qualified or authorized, as the case may be, by all regulations and laws to ship or otherwise handle the Special Handling Goods; (b) they have correctly identified, classified, packaged, marked, labelled, and completed documentation related to the Special Handling Goods according to national and international governmental regulations; and (c) they will comply with all Carrier specific guidelines that may be posted or provided from time to time.
   
   
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 ShipRush products and 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 ShipRush products or services from time to time, provided such modification does not result in a material loss of functionality in the ShipRush products or services as compared to the same ShipRush products and services as of the Effective Date.
   
   3.3 Descartes 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 ShipRush products and services from potential abuse or fraud or to reduce the impact of potential underweighting of parcels.
   
   3.4 Notwithstanding any language to the contrary, Descartes may, at its sole discretion, suspend Customer’s access to ShipRush or otherwise limit Customer’s ability to print or purchase any Labels upon Customer’s failure to make any payment when due, or upon any belief that Customer’s ShipRush account may be involved in any fraudulent or abusive activity or is otherwise not in compliance with this Agreement.
   
   
4. USERS
   
   4.1 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 Customer agrees that it is responsible for all Permitted Users who Use the GLN Services and for ensuring that its Permitted Users do not or do not cause Customer to be in breach of Customer’s obligations under the Agreement. You agree that you are responsible for payments of any Fees as described in the Agreement, including but not limited to license/subscription fees, postage, label fees, account add fees, insurance fees etc. and those fees might be charged directly from your account or the payment method we have on file.
   
   4.3 For ShipRush Web subscribers – no more than three (3) Permitted Users may concurrently use ShipRush Web at any given point in time. Any use beyond that will be subject to the overage fee charge as set out under the Master Terms.
   
   4.4 Users of ShipRush Web will be required to input a username and password (collectively “Access Credentials”) in order to use ShipRush Web. Your Access Credentials are unique to you. You may not share your Access Credentials with any other person or user. You are responsible for protecting your Access Credentials as Descartes relies solely upon those Access Credentials to identify you and provide you access to ShipRush Web. If you believe that your Access Credentials may have been lost, stolen, or otherwise compromised, you should notify Descartes as soon as possible.
   
   4.5 ShipRush Desktop does not require any Access Credentials. You are solely responsible for controlling the access to any copies of ShipRush Desktop installed or running on any workstations. Descartes does not control or restrict who has access to installed copies of ShipRush Desktop.
   
   
5. DATA HANDLING
   
   5.1 Use of ShipRush Web or ShipRush Desktop will require you to provide some information to Descartes, including your full name, company name, mailing address, email address, and any information needed to identify you to the shipping carrier or carriers of your choice (collectively “Registration Information”). You are responsible for ensuring your Registration Information is accurate and is updated within a reasonable period of time following any change to your 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 you and may result in the immediate suspension of your license or right to use or termination of the Agreement.
   
   5.2 Descartes may disclose your Registration Information as well as additional information about you or your engagement or any activities on your account at ShipRush Web or ShipRush Desktop to the shipping carriers or third parties that provide services or products necessary to deliver ShipRush Web or ShipRush Desktop for the purpose of their legitimate interests, in particular, for detecting or preventing fraudulent, unlawful or abusive activities.
   
   5.3 Upon expiration or termination of your License, including where that is deemed to occur due to inactivity of account, Descartes will agree to maintain your data for a period of no more than two (2) years, or in the case of data related to Amazon, thirty (30) days.  Where Customer requests that any such data be destroyed in a shorter timeframe, Customer must provide that request to Descartes prior to the date the License is deemed to have expired or been terminated.
   
   
6. DELIVERY OF GLN SERVICES; SUPPORT FOR GLN SERVICES AND SOFTWARE
   
   6.1 The delivery of GLN Services as well as the provision of support related to the GLN Services, if any is provided, 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 those other terms.
   
   6.2 Support for Software provided, if any, is subject to Descartes’ Software Support Policy, a current copy of which can be found at https://www.descartes.com/legal/customer-agreements/descartes-software-support-policy (“Software Support Policy”).  To the extent there is any contradiction or conflict between the terms of the Software Support Policy and this Product Schedule, any Order Form, or any Master Terms, the terms of the Software Support Policy shall be subordinate to those other terms.
   
   
7. API USAGE
   
   7.1 Where Customer has subscribed to the use of a ShipRush related API (“ShipRush API”), the ShipRush API may be used only with certain supported third party end points (including but not limited to certain e-commerce platforms, marketplaces, and order management system) to retrieve order information as well as update the endpoint with shipment specific details (including but not limited to status, tracking number, ship date, shipping cost) as well as other functionality as Descartes may make available from time to time. Customer shall only use the ShipRush APIs in connection with its own end user customer platform and shall not make them available for direct use by Customer’s end users or customers. Descartes reserves the right to limit the number and/or frequency of the ShipRush APIs calls requests made within a certain time period at Descartes’ sole discretion, and may impose measures and/or limits that may restrict Customer's access to part or all of the ShipRush APIs where we deem it to be reasonably necessary for the purposes of securing our protecting our network or systems.
   
   
8. Purchasing of Labels
   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.
   
   Customer understands that the initial Carrier for ShipRush customers who are located in the United States of America will be the United States Postal Service (“USPS”) and Customer may be required to provide certain information to allow for a Carrier account to be set up with the USPS.  Customer may choose, at any time after Customer’s ShipRush account has been set up, to add additional Carriers or use a Carrier other than USPS.  As such, these additional terms shall apply for any Customers who are printing Labels issued by the United States Postal Service:
   
   (a.) By accepting these Terms, 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.
   
   
9. SCAN BASED RETURN LABELS
   
   (a.) Scan Based Return label feature, sometimes referred to as “Pay on Use” (hereafter referred to as “Scan-Based-Return”) is a program offered to qualified Descartes users of ShipRush Web or ShipRush Desktop. Scan-Based-Return enables its users to print service shipping labels (either outbound or returns) for which shipping charges are paid when the label is scanned by the carrier in the mail stream rather than at the time the label is printed (which is commonly referred to as pre-paid).
   
   (b.) Scan-Based-Return users will be automatically debited the applicable fee from a prepaid ShipRush account balance for shipping charges and any applicable transaction fees for any Scan-Based-Return label that is scanned by the carrier in the mail stream. As rates can vary over time, you hereby agree that the shipping charges debited from your account balance may be calculated based on the rates at the time the label is scanned by the carrier in the mail stream and not at the time the label is printed. In addition to shipping charges and other applicable account fees, Descartes reserves the right to charge additional fees for participation in the Scan-Based-Return program.
   
   (c.) To participate in Scan-Based-Returns, you must deposit funds into a ShipRush account from which any applicable fees are paid and provide Descartes with your current credit card or ACH or other similar bank deposit information. You are responsible for maintaining sufficient funds in that account to pay for any Scan-Based-Return label that is scanned before the applicable label’s expiration date. Where Descartes determines, at its sole discretion, that your account has insufficient funds, you agree that Descartes may bill the credit card or bank account on file for the amount of any Scan-Based-Returns. Descartes may also temporarily or permanently prevent you from further issuance of shipping labels under the Scan-Based-Return program.
   
   (d.) Scan-Based-Return labels designated as return labels shall not be used as original outbound shipping labels. Scan-Based-Return labels are not eligible for refunds. If you participate in the Scan-Based-Return program, you may be required to maintain balance sufficient to cover the cost of the Scan-Based-Return labels. Your access to the Scan-Based-Return program may be disabled immediately if Descartes determines, in its sole discretion, that your account is delinquent or that you are misusing the Scan-Based-Return program.
   
   (e.) Even after expiration or termination of your License, regardless of if termination is by you or Descartes, you must still pay for any Scan-Based-Return labels that are scanned before the labels’ expiration dates. You agree and authorize Descartes to retain your payment method information for the sole purpose of using it to collect for any such charges, or alternatively at Descartes sole discretion, Descartes may delay the return of any unused prepaid account balance for so long as is reasonably necessary to ensure all such charges to be paid.
   
   
10. AUTOMATED REFUND REQUEST
    
    (a.) Descartes may, at its sole discretion, approve your subscription to the ShipRush Automated Refund Request feature. If you subscribe to the ShipRush Automated Refund Request feature, Descartes will attempt to identify labels and shipping services requested through ShipRush Web or ShipRush Desktop that may be eligible for refunds. Descartes may automatically submit refund requests on your behalf, and, if such request is approved, update your account when the refund is received. The fee for this feature will be automatically deducted from any refunded amounts you may be due.
    
    (b.) Labels potentially eligible for the ShipRush Automated Refund Request feature will be determined at Descartes sole discretion and may be changed from time to time at Descartes sole discretion. These changes may take effect without notifying you.
    
    (c.) As a condition of your subscription to the ShipRush Automated Refund Request program, you authorize Descartes to act as your agent to submit refund requests on your behalf. Where Descartes is not able to submit such requests automatically on your behalf, you agree to take, in a timely manner, whatever reasonable steps Descartes requests of you to effect the refund request.
    
    (d.) You acknowledge that the label once returned, refunded or voided cannot be used. If you use a previously returned, refunded, or voided label, Descartes may, in addition to any fee due for this label, charge you with an administrative fee to cover any reprocessing costs and expenses.
    
    (e.) As a further condition of your subscription to the ShipRush Automated Refund Request program, you release Descartes from any and all responsibility, liability or causes of action arising out of or related to proper or improper refund requests submitted by Descartes on your behalf, including, but not limited to, failing to request refunds for eligible labels, failing to identify eligible labels, and refund requests that are submitted but are then denied by the shipping carrier (including, but not limited to, the U.S. Postal Service).
    
    
11. CARRIER INSURANCE
    
    Some Carriers, where identified within the GLN Services, may include a limited amount of insurance to cover lost or damaged parcels which Descartes may pass down to Customer. In the event of a lost or damaged parcel where the above-described insurance was made available and where Descartes files and collects settlements with the Carrier directly, Customer may file a claim with Descartes during the lessor of ninety (90) days after the Label was printed or the Carrier’s claims statute of limitations expires.  If Customer fails to notify Descartes of the loss or damage within the above-described time limit, Descartes reserves the right to retain the settlement amount, if any.
    
    
12. ADDITIONAL TERMS ON FEES
    
    12.1 You hereby agree and authorize Descartes to retain your payment method information and automatically charge You for any due fees or charges during the term of the License as well as after its expiry or termination. You are responsible for providing Descartes with valid credit card or payment account details for payment of all fees and charges.
    
    12.2 You must deposit funds into a ShipRush account from which any applicable fees are paid and provide Descartes with a current credit card or ACH or other similar bank deposit information. You are responsible for maintaining sufficient funds in that account to pay for any fees or labels due in connection with your use of ShipRush Web or ShipRush Desktop. Where Descartes determines, at its sole discretion, that your account has insufficient funds, you agree that Descartes may bill the credit card or bank account on file for the amount due. Descartes may also temporarily or permanently prevent you from further use of ShipRush Web or ShipRush Desktop if you do not have sufficient funds on your account and the payment method on file cannot be charged or Descartes, in its sole discretion, assume that the charge will be unsuccessful.
    
    12.3 Descartes does not set or control the rates provided by your shipping carrier. The changing of any such rates will be dictated by your agreement with your shipping carrier and is solely between you and your shipping carrier.
    
    
13. THIRD PARTY PROCESSORS
    
    For the purpose of the Data Processing Terms, as referenced in the Master Terms, and only where ShipRush products and services are provided as a GLN Servce, the Third Party Processors involved in the provision of those GLN Services is as set out under Annex “A” to this Product Schedule.
    
    
14. DEFINITIONS
    
    14.1 “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.
    
    14.2 "Label" means a pre-paid shipping label issued by a Carrier for the shipment of a specific parcel or package.
    
    14.3 “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.
    
    14.5 "Shiprush" means the service, which may be provided either as an online service through my.shiprush.com or as a downloadable software application to be installed on Customer’s own system, that allows for the purchase of Labels from Carriers.
    
    14.6 "Transaction" means, as it relates to the usage of any ShipRush API, each call to the ShipRush API to: (a) retrieve an order; or (b) update an order from or to an end point currently supported by the ShipRush APIs. 
    
    14.7 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) “Support Services”
    (l) “Term”
    (m) “Use”

[End of Product Schedule.]

Third Party Processors

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

Name	Function/Purpose	Location
Microsoft Corporation	Azure cloud hosting services and data storage	United States
Paysimple	Payment provider that handles credit card and ACH transactions where applicable	United States
Cover Genius	Shipping insurance provider where Customer elects to purchase shipping insurance through the Descartes product or service	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 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