Product Schedule - Zangerine

Version: PZGDSG23.0

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 “Zangerine” product family (hereafter “GLN Services” for the purposes of this Product Schedule) or where this Product Schedule has been otherwise describe as applying to the provision of certain 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, subject to the terms of the Agreement, for Use by Customer and its Permitted Users in connection with the management of warehouse inventory and ecommerce for wholesalers.
   
   2.2 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.
   
   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 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.
   
   2.5 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 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.
   
   2.7 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.
   
   2.8 Where Customer determines that it has violated section 2.6 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.
   
   2.9 Where Customer ships any hazardous materials or dangerous goods (collectively “Dangerous 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 Dangerous Goods; (b) they have correctly identified, classified, packaged, marked, labelled, and completed documentation related to the Dangerous 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. PERMITTED USERS
   
   3.1 Permitted Users of GLN Services. Customer will be solely responsible for selecting the Permitted Users.  Depending on the GLN Service, Customer will be able to either set up its Permitted Users’ accounts itself or will need to provide relevant user details to Descartes to enable the set up Permitted Users’ accounts by Descartes.  Where Permitted Users’ accounts need to be set up by Descartes, Customer will ensure it provides Descartes with timely updates on any changes to its list of Permitted Users.
   
   3.2 Responsibility for Permitted Users.  Regardless of how Permitted Users’ accounts have been set up, 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.
   
   
4. 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 those other terms.
   
   
5. PURCHASING OF LABELS
   
   Customer understands that Labels remain valid for a fixed period of time, as set by the Carrier who issued the Label.  Customer understands that expired Labels are not eligible for refund.  Where Carrier permits Labels to be voided prior to first use, Customer will ensure those Labels are destroyed immediately.  Customer may not alter or modify Labels in any way, including but not limited to changing the size or scale of the Label, distorting any text or barcodes on the Label, obscuring any portion of the Label, or adding any other texts or graphics to the Label.
   
   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.
   
6. UNITED STATES POSTAL SERVICE LABELS
   
   For Customers who are printing labels from the U.S. Postal Service, the following additional terms apply:
   
   (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.
   
7. CARRIER INSURANCE
   
   Some Carriers, where identified within the GLN Services, may include a limited amount of free insurance to cover lost or damaged parcels which Some Carriers, where identified within the GLN Services, may include a limited amount of free 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.
   
8. ADDITIONAL TERMINATION RIGHT
   
   Provided Customer is in good standing and has paid to Descartes all fees due to date, Customer may, either during the Initial Term or any Renewal Term, terminate the GLN Services for convenience upon thirty (30) days’ advance written notice to Descartes.
   
9. 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.
   
10. DEFINITIONS
    
    10.1 “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.
    
    10.2 “Label” means a pre-paid shipping label issued by a Carrier for the shipment of a specific parcel or package.
    
    10.3 “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.
    
    10.4 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) “Scope of Use”
    (k) “Support Services”
    (l) “Term”
    (m) “Use”

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

Schedule 1

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

[Remainder of page intentionally left blank.]

Annex “A”

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 if purchasing shipping labels through Zangerine).

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 (telephone numbers and email address);
• In the event Customer is purchasing shipping labels through Zangerine, information that may be contained on that label.

Transfers to sub-processors

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