Version: PTSPDSG23.0
- APPLICABILITY
These terms (“Product Schedule”) are applicable only to Descartes products or services that have been branded by Descartes as being part of the “Trans-Soft” product family and is also marked as “Solution Type: Software” (hereafter “Software” for the purposes of this Product Schedule) or where this Product Schedule has otherwise been described as applying to a specific Descartes product or service. These terms are in addition to any other terms and conditions provided under the Agreement. - PERMITTED USE
Upon payment of all fees set out under this Agreement, Customer and its Permitted Users are authorized to Use the Software for its own internal business purposes and in connection with the coordination of shipments, including the quoting, routing, and booking of shipments, as well as related accounting and warehouse management functions (the “Permitted Use”). Unless otherwise explicitly stated, Customer is not authorized to Use any Module associated with the Software unless that Module is specifically listed in the Order Form or any subsequent ordering document. - LICENSE TO SOFTWARE
3.1 The license granted to Customer shall be a world-wide, non-exclusive, non-transferable license for the Term of the Agreement for Customer to Use the Software for the Permitted Use.
3.2 No license is given to the source code to the Software, the design, architecture, or database structure or design.
3.3 The license shall be for the Software as it exists at the Effective Date and for any new releases, modifications, improvements, enhancements, updates or other changes that Customer becomes entitled to pursuant to the provisions of the Agreement. Descartes shall be under no obligation to develop new releases, modifications, improvements, enhancements, updates or other changes to the Software. - RESTRICTIONS AND OBLIGATIONS
4.1 Customer shall not pledge the Software as collateral or otherwise, and shall not encumber the Software with any lien or security interest other than that of Descartes.
4.2 Customer is responsible for providing and maintaining all required Customer Equipment and ensuring that Customer Equipment meets the Software’s minimum system requirements, as stipulated by Descartes and which may be reasonably updated from time-to-time as required. Customer is responsible for managing access to any Customer Equipment which the Software is installed on as well as any data that the Software generates and stores on Customer Equipment.
4.3 If Customer breaches this Agreement by Using the Software beyond the Permitted Use, then Customer shall pay to Descartes on demand any amounts required to bring Customer's Use of the Software into compliance with the Permitted Use, as determined with reference to Descartes' published commercial price list for the Software. This remedy shall be in addition to, and not in lieu of, any other right or remedy that Descartes may have pursuant to the Agreement with respect to such a breach of the Agreement by Customer.
4.4 Customer will permit the Software, from time to time, to connect to Descartes servers as is reasonably required by Descartes to verify the validity and currency and validity of Customer’s license. Where the Software is prevented from connecting to Descartes servers, Customer understands that the Software may automatically Deactivate. Descartes disclaims any liability arising from any Deactivation as a result of the Software not being permitted to connect to Descartes servers.
4.5 Customer, in using the Software, agrees not to knowingly: (i) upload or otherwise send or cause to be sent to Descartes or any servers, systems, or network owed or managed by Descartes any files that contain viruses, malware, corrupted files, or any other similar software or programs; (ii) use the 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) reverse engineer, disassemble, or decompile all or part of the Software or otherwise attempting to create or generate any source code version of any part of the Software, except as permitted by applicable law and to the extent that Descartes is not permitted by applicable law to exclude or limit such rights; (iv) copy (except as permitted herein) modify, create derivative works from, or merge or combine the Software with or into other material to make an updated or different work.
4.6 Where Customer determines that it has violated the above section 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, Customer’s license to the Software until such time as the violation has been remedied and there is no reasonable basis to believe that continued violations will occur. - PERMITTED USERS
5.1 Permitted Users of Software. Customer will be solely responsible for setting up and administering its Permitted Users, as well as ensuring any changes to those Permitted Users are done in a timely manner.
5.2 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 Software 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. - SUPPORT
Provided Customer has no outstanding fees under the Agreement, Customer shall be entitled to receive support for the Software (“Software Maintenance Services”), 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 Support Policy and this Product Schedule, any Order Form, or any Master Terms, the terms of the Support Policy shall be subordinate to all those other terms. - Third Party Technology
Any Third Party Technology utilized in or integrated with the Software is as set out under Schedule 1 to this Product Schedule. - DEFINITIONS
8.1 “Activate”, “Activated”, or “Activation” means the process by which Software that is provided in trial or other similar such limited functionality mode is authorized by Descartes to provide greater or full functionality.
8.2 “Deactivate” or “Deactivation” means the process by which Activated Software has its functionality limited or stopped entirely.
8.3 “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.
8.4 “Module” means an addon, module, or service which is designed to be integrated with the Software but which is not designed to be an essential or required component of the Software.
8.5 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) “Effective Date”
(d) “Master Terms”
(e) “Order Form”
(f) “Permitted User”
(g) “Scope of Use”
(h) “Support Services”
(i) “Term”
(j) “Third Party Technology” or “Third Party Technologies”
(k) “Use”
[End of Product Schedule, Annex “A” to immediately follow.]
Schedule 1
Third Party Technology
The following Third Party Technology, as that term is defined in the Master Terms, is utilized in or integrated with the Software:
| Name | Function/Purpose | EULAs or terms |
| none |
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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:
- N/A (Descartes does not process any personal data on Customer’s behalf)
Categories of personal data transferred
Only the following types of personal information will be processed within the Descartes products or services:
- N/A (Descartes does not process any personal data on Customer’s behalf)
Transfers to sub-processors
| Name | Type of Personal Data | Processing Duration | Purpose | Location |
| n/a |