GLN SERVICES TERMS

Version: GDSG21.1

1 APPLICABILITY

These terms (“GLN Services Terms”) shall only be applicable to Order Forms which incorporate them by reference, including with the specific version code. Further, the GLN Services Terms will apply only to such products and services that are defined as or are labeled as “GLN Services” by Descartes in the Order Form. These terms are in addition to any other terms and conditions provided under the Agreement.

2 USE AND RESTRICTIONS

2.1 License Grant

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.

2.2 Service Provision

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 Usage Authorization

Customer is authorized to use 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.

2.4 License Restrictions

No license is given to any of the underlying software, hardware, or other systems used by Descartes to provide the GLN Services to Customer.

2.5 Service Modifications

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 compared to the GLN Services as of the Effective Date.

2.6 Customer Obligations

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; (iii) interfere with or intentionally disrupt the GLN Services; and (iv) post or promote any unlawful material through the GLN Services.

2.7 Violation Notification

Where Customer determines that it has violated section 2.6, Customer will, without undue delay, notify Descartes of the violation. Descartes may suspend the access of Customer or its Permitted Users until such time as the violation has been remedied.

3 PERMITTED USERS

3.1 User Selection

Customer will be solely responsible for selecting the Permitted Users. Depending on the GLN Service, Customer will either be able to set up its Permitted Users’ accounts itself or will need to provide relevant user details to allow Descartes to set up the relevant Permitted Users’ accounts.

3.2 User Responsibility

Customer agrees that it is responsible for all Permitted Users who use the GLN Services. The terms of the Agreement shall apply to all Permitted Users, and Customer shall be liable for any breach of the Agreement by a Permitted User.

4 DEFINITIONS

4.1 Agreement

“Agreement” means the combination of the Order Forms and any other related documents.

4.2 Customer Data

“Customer Data” means the data described in the Master Terms.

4.3 Descartes GLN

“Descartes GLN” means the physical hardware architecture and communication infrastructure operated by Descartes.

4.4 Effective Date

“Effective Date” means the date that the Agreement becomes effective.

4.5 GLN Services

“GLN Services” means those products or services labeled as “GLN Services” by Descartes.

4.6 Module

“Module” means an addon, module, or service designed to be integrated with the GLN Services.

4.7 Order Form

“Order Form” means any document identified as an Order Form or GLN Services Agreement.

4.8 Permitted Use

“Permitted Use” means use for internal business according to the Scope of Use and Documentation.

4.9 Permitted User

“Permitted User” means those individuals authorized by Customer to use the GLN Service.

4.10 Scope of Use

“Scope of Use” means the scope for which the GLN Services can be used, including restrictions as identified in the Agreement.

4.11 Support Services

“Support Services” means support services for GLN Services described in the GLN Services Delivery Policy.

4.12 Term

“Term” means the period commencing on the Effective Date for which the Agreement is to be in force.

4.13 Use

“Use” means to load, execute, employ, utilize, store or display.