Product Schedule – QuestaWeb

Version: PQWDSG24.0

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 “QuestaWeb” or “QW” product family (hereafter “QuestaWeb 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 QuestaWeb 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 QuestaWeb 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 QuestaWeb Services prefixed by the letters “QW-CHB” or where the product name includes the words “Customs” (“CHB Services”) to allow Customer acting as customs brokers or self-filing importers to collect and manage certain data for customs entries and post-entry compliance;
   
   (b) For QuestaWeb Services where the product name includes the letters “FTZ” (“FTZ Services”) solely to allow Customer to manage the inventory and associated import/export transactions for one or more designated Foreign Trade Zones, the number and location of such zones having been mutually agreed to between Customer and Descartes; and
   
   (c) For all other QuestaWeb services, to be used only in connection with and in support of subscribed CHB Services or FTZ Services provided by Descartes.
   
   2.2 Subject to the terms of the Agreement, including but not limited to the timely payment of all fees owing, licenses granted under the Agreement are further modified by the following:
   
   (a) Where QuestaWeb Services are to be provided in a software-as-a-service model, where Descartes agrees to host QuestaWeb Services for Customer, or where QuestaWeb Services are designated with the Solution Type of “GLN Services” (collectively “GLN Services”), Customer is granted a subscription to the GLN Services for the Term of the Agreement at the service levels described in the Agreement.  As part of Customer’s subscription to the QuestaWeb 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.
   
   (b) Where QuestaWeb Services are operated from Customer Equipment and are not hosted or maintained on Descartes owned or operated servers or where QuestaWeb Services are designated with the Solution Type of “Software” (collectively “Software”), Customer is granted a term-based license to the Software for the Term of the Agreement.  Customer is required to maintain an active subscription to a Descartes software maintenance program (“SMP”) which shall allow Customer access to any new releases, modifications, improvements, enhancements, or updates that Descartes may make available as part of a generally available release of the Software.  Customer will be solely responsible for updating the Software located on Customer Equipment in order to maintain the Software’s currency and compatibility with QuestaWeb Services.  Customer is solely responsible for maintaining Customer Equipment and ensuring that Customer Equipment meets the reasonable minimum requirements necessary to run the Software, as set out by Descartes from time to time.
   
   2.3 Customer and its Permitted Users are authorized to Use the GLN Services or Software described in the Agreement solely for the Permitted Use.  Customer is not authorized to Use any Module associated with the GLN Services or Software 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 or Software, 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 GLN Services or Software files that contain viruses, malware, corrupted files, or any other similar software or programs; (ii) use the GLN Services or Software 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; (iv) modify, decompile, disassemble, or reverse engineer any portion of the 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 Software; (v) pledge the Software as collateral or otherwise encumber the 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 GLN Services or Software.
   
   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.
   
   2.7 Where QuestaWeb Services are provided as Software, Customer will permit the Software to connect to Descartes servers as is reasonably required by Descartes to verify the validity and currency of Customer’s license.  Where the Software is prevented from connecting to Descartes servers, Customer understands that the functionality of the Software may be reduced.  Descartes disclaims any liability arising from any reduction or loss of functionality as a result of the Software not being permitted to connect to Descartes servers.
   
   
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 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 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. DELIVERY OF GLN SERVICES; SUPPORT FOR SERVICES AND SOFTWARE
   Where QuestaWeb Services are provided in the form of 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 QuestaWeb Services are provided in the form of Software, and conditional upon Customer’s maintenance of an active SMP, Support for Software is provided 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 (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 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 GLN 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 GLN Services, calculated in aggregate across the Order Form and any other Supplementary Order Forms that reference that Order Form.
   
   7.3 “Mobile Application” or “Mobile Applications” means Software that is designed to be installed on a phone, tablet, or other portable device running an Android, iOS, or Windows Mobile operating system and which was produced by or supplied by Descartes to Customer as part of the GLN Services.
   
   7.4 “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.
   
   7.5 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
Microsoft Corporation	Azure cloud hosting services and data storage for software-as-a-service Customers.	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