MASTER TERMS

Version: DSG21.1

1.1 APPLICABILITY.

These terms (“Master Terms”) shall only be applicable to Order Forms which incorporates it by reference, including with the specific version code, and are in addition to any other terms and conditions provided under the Order Form.

2 PERMITTED USERS AND USER ACCOUNTS

2.1 Access to Software or GLN Services.

Access to the Software or GLN Services may require an individual to be authenticated against a User Account before being provided with access. Depending on the design of the Software or GLN Services, Descartes may either create the User Account as required or provide Customer the ability, through an Administrative User, to manage its own User Accounts. The processing of any personal data that may be provided by individuals to Descartes in setting up a User Account is governed by Descartes privacy policy, accessible at https://www.descartes.com/legal/privacy-center.

2.2 Permitted Users.

Customer agrees that it is responsible for all Permitted Users who Use the Software or GLN Services. Accordingly, the terms, conditions, restrictions and obligations of the Agreement (excluding Customer’s payment obligation to Descartes) shall also apply to all Permitted Users, and Customer shall be liable for any breach of the Agreement by a Permitted User.

2.3 Administrative User.

Where the Software or GLN Services permits the use of an Administrative User, the Administrative User shall only set up User Accounts for Permitted Users. Customer understands and agrees that it will be solely liable in the event an Administrative User improperly sets up a User Account, creates a User Account for the wrong person, or otherwise accesses, modifies, deletes, or resets any User Account. Customer acknowledges that Descartes relies solely on User Accounts to validate if a person has the authority to use the Software or GLN Services.

2.4 Security of User Accounts.

Customer shall be solely responsible and liable for ensuring its Permitted Users are properly securing their User Accounts. Permitted Users may not share, transfer, provide, or otherwise intentionally allow any other person or third party to access their User Account unless otherwise specifically permitted under the Agreement.

2.5 Defeating or Circumventing Controls.

Customer shall not attempt to circumvent any controls implemented by Descartes to restrict access to the Software or GLN Services.

3 INTEGRATIONS WITH THIRD PARTIES

3.1 Data Providers.

Some GLN Services and Software involve the processing of data provided by Customer’s vendors, suppliers, technology providers, or contractors (collectively “Data Providers”). Customer is responsible for obtaining from Data Providers all necessary permissions or consent required by law to provide External Data to Descartes. Customer understands that Descartes has no contractual relationship with the Data Providers as it relates to the provision of External Data to Descartes. Accordingly, Customer shall be solely responsible for ensuring: (i) the Data Providers are required to provide External Data in a compatible format and through compatible communication protocols; (ii) Customer has all necessary license, right, or permission over External Data to allow Descartes to perform its obligations under the Agreement; (iii) to maintain, verify, and update (or to cause the Data Providers to) External Data; (iv) manage any required communication or coordination with the Data Provider; and (v) be responsible for the Data Provider’s secure handling, storage, and maintenance of the External Data. Customer further grants Descartes permission to send to the Data Provider from the Software or GLN Service any data that would reasonably be required to fulfill Descartes’ obligations under the Agreement.

3.2 Interconnect Agreements.

If Customer requests and Descartes agrees to enter into an interconnect agreement with another electronic messaging service provider, Customer acknowledges that Descartes does so as an accommodation for the Customer, and that Descartes will not be liable for any loss or damage suffered by the Customer relating to any failure of such service provider to provide such service.

3.3 Technology Providers.

Certain Software or GLN Services require or are powered by Third Party Technology. Customer may use the Third Party Technology only in combination with the Software or GLN Service it is associated with. Customer agrees not to attempt to modify, decompile, disassemble, or reverse engineer any portion of the Third Party Technology. Customer agrees not to remove, obscure, or otherwise alter any copy marks, trademarks, watermarks, or other similar indicators. Unless otherwise provided for in the Order Form, Third Party Technology shall be considered Confidential Information of Descartes and subject to the same restrictions, as provided under the Agreement.

3.4 Technology Provider Policies.

Customer understands that some third parties who provide Third Party Technology may require Customer to agree to user terms, acceptable use policies, or other similar policies (“Technology Provider Policies”). If Customer, acting reasonably, is unable to comply with any Technology Provider Policies, and Descartes is unable to or unwilling to provide a reasonable substitute, Customer may, as its sole remedy and upon thirty (30) days written notice to Descartes, terminate without penalty the applicable Agreement.

3.5 Maps.

Where certain Software or GLN Services utilize maps, map data, or map content (“Maps”), there are inherent limitations in Maps for which Descartes expressly disclaims liability. Such limitations may include: (a) Maps reflect conditions as they existed at various points in time. (b) Maps are comprised of compilations of data from government and other sources which may contain errors and omissions. (c) Unless stated otherwise, Maps do not contain, analyze, or reflect information regarding neighborhood quality or safety; population density; emergency assistance availability; construction work or zones; road and lane closures; legal restrictions; traffic safety or conditions; weather conditions; or travel time.

3.6 Substitution.

Descartes may substitute any Third Party Technology provided that the substitution does not reasonably result in a material loss in functionality or features to Customer.

3.7 External Links.

Certain Software or GLN Services may provide links to information or services maintained or provided by a third party. These links do not constitute an endorsement by Descartes. Customer’s access and use of this external content is at Customer's own risk.

4 FEES AND PAYMENT

4.1 Fees.

The following terms apply in respect of payment of Fees by Customer: (a) Customer shall pay Descartes the Fees as set out in the Order Form. (b) Unless otherwise provided, all Fees are expressed in United States Dollars ($USD). (c) Descartes may assess a late payment fee equal to one and one half per cent (1.5%) of the unpaid amount for each succeeding thirty (30) day period until payment is received. (d) Customer must notify Descartes within ninety (90) days of receiving any invoice or report if adjustments are needed; otherwise, Descartes is not required to investigate the matter. (e) Descartes may suspend services if payments are not received. (f) A failure to pay undisputed fees when due constitutes a material breach of the Agreement. (g) Fees are exclusive of any taxes, assessments or duties.

4.2 Overage Fees.

Where the Order Form provides for only a fixed quantity of transactions, any usage beyond that Included Quantity (“Extra Usage”) will be invoiced as an overage fee.

4.3 Minimum Account Balance.

If required by the Order Form, Customer must maintain a minimum account balance sufficient to cover the fees for at least one average transaction.

4.4 Collection Expenses.

Customer agrees to reimburse Descartes for any collection-related expenses incurred in the collection of amounts owed.

4.5 Credit Card or ACH Payments.

Customers paying by credit card or automated clearing house (“ACH”) debit entries must provide necessary payment information.

4.6 Appointment of Billing Agent.

Descartes may designate an Affiliate or third party as a Billing Agent. Descartes shall be responsible for the actions of the Billing Agent.

5 TERM AND TERMINATION

5.1 Term.

The Agreement shall be in force for the Term as identified in the Order Form, unless terminated earlier.

5.2 Termination by Either Party.

The Agreement may be terminated if a party commits a material breach or is subject to an Insolvency Event.

5.3 Termination by Descartes.

Descartes may terminate the Agreement immediately upon a material breach by Customer, and through a written notice with a period of one hundred and twenty (120) days if discontinuing the product or service described in the Order Form.

5.4 Consequences of Termination.

Upon termination, all licenses or rights shall terminate.

5.5 Survival.

The following provisions shall survive termination: sections 4 (Fees and Payment), 5.5 (Survival), 6 (Ownership of Intellectual Property), 7 (Disclaimer of Warranties), 8 (Limitation of Liability), 9 (Confidentiality), 11 (Indemnification), 12 (Indemnification Procedure), 13 (Miscellaneous), and 15 (Definitions).

6 OWNERSHIP OF INTELLECTUAL PROPERTY

6.1 Ownership.

Descartes and its licensors retain all right, title and interest in any product or service licensed or provided under an Agreement.

6.2 No Sale.

Customer acknowledges that it is only provided a license to use the Software or GLN Services.

6.3 Scraping, Repurposing, Resale, or Derivative Use.

Customer may not reuse, repurpose, or create derivative works from Application Data without Descartes’ express prior written consent.

6.4 Feedback or Suggestions.

Nothing will restrict Descartes’ rights to use or exploit any Feedback provided by Customer.

7 WARRANTIES

7.1 EXPRESS WARRANTIES.

In addition to any express warranties in the Order Form, each party warrants that it is duly organized and has the authority to enter into this Agreement.

7.2 DISCLAIMER.

Except as expressly provided in the Order Form, Descartes disclaims all implied warranties.

8 LIMITATION OF LIABILITY

8.1 AGGREGATE LIABILITY.

Liability under an Agreement shall be limited to total fees paid to Descartes by Customer in the twelve (12) month period preceding the date of the claim.

8.2 CONSEQUENTIAL DAMAGES.

Under no circumstances shall either party be liable for consequential damages.

9 CONFIDENTIALITY

9.1 Discloser, Recipient.

Each party may disclose certain Confidential Information to the other as part of the Agreement.

9.2 Non-Disclosure.

Recipient agrees to not disclose Confidential Information provided by Discloser.

9.3 Exceptions to Non-Disclosure.

Recipient may disclose information if it is publicly available or if required by law.

10 PERSONALLY IDENTIFIABLE INFORMATION.

10.1 Processing as a Controller.

Descartes' handling of personally identifiable information will be as per its applicable privacy policy.

10.2 Processing on Customer’s Behalf.

As per Descartes standard Data Processing Terms, if Customer provides personally identifiable information.

10.3 Processing of Personally Identifiable Information for Management of the Contractual Relationship.

Any personally identifiable information provided shall be processed per each party’s privacy policies.

11 INDEMNIFICATION

11.1 Descartes Indemnification.

Descartes may use reasonable commercial efforts to address any claims of infringement related to provided Software.

11.2 Customer Indemnification.

Customer shall defend, indemnify and hold Descartes harmless against claims arising from its use of Software or GLN Services.

12 INDEMNIFICATION PROCEDURE

12.1 Notice of Indemnification.

A party seeking indemnification must provide notice of claim to the other party.

12.2 Assumption of Defense.

Within twenty (20) business days of notice, the Indemnifying Party may assume defense.

13 NOTICES

13.1 General Notices.

Notices shall be in writing and delivered as per the instructions outlined.

14 MISCELLANEOUS

14.1 Audit.

Customer must provide access for Descartes to inspect compliance.

14.2 Successors and Assigns.

The Agreement shall inure to the benefit of the parties and their successors.

14.3 Entire Agreement.

The Agreement constitutes the entire agreement and supersedes all prior agreements.

14.4 Appendices.

Appendices are incorporated into the Agreement by reference.

14.5 Construction.

Provisions shall be interpreted to be effective under applicable law.

14.6 Waiver.

No waiver shall be deemed by mere lapse of time.

14.7 Multiple Counterparts.

The Agreement may be executed in several counterparts.

14.8 Execution by Transmissions in PDF & Other Document-Scanning Programs.

Electronic signatures shall constitute delivery of an executed original.

14.9 Compliance With Law.

Each party agrees to comply with applicable laws.

14.10 Corporate Compliance.

Descartes agrees to comply with its Code of Business Conduct and any other policies.

14.11 Dispute Resolution.

Disputes shall first be attempted to be resolved through negotiations.

14.12 Third Party Beneficiaries.

Third Party Licensors shall not be liable for any damages arising from use of the Software.

14.13 Export and Compliance with Trade.

Descartes may terminate if Customer breaches export compliance.

14.14 Government Departments.

Only listed departments or agencies may use the Software.

14.15 Assignment.

Neither party may assign without prior written consent.

14.16 Acknowledgment.

Customer must acknowledge the proprietary nature of Descartes products.

14.17 Announcements.

No announcements may be published without mutual consent.

14.18 Governing Law.

The Agreement shall be governed by the laws of the province of Ontario, Canada.

14.19 Further Assurances.

The parties shall execute any documents required to effectuate the Agreement.

14.20 English Language Provision.

The Agreement shall be drawn up in English.

14.21 Force Majeure.

Neither party will be liable for delays due to Force Majeure.

14.22 No Agency.

Neither party is an agent of the other.

14.23 Descartes is a Non-Party.

Transactions concluded through the Software are between Customer and other parties.

14.24 Right to Assurance.

Descartes reserves the right to review Customer’s creditworthiness.

15 DEFINITIONS

15.1 Administrative User.

“Administrative User” means a user as defined in section 2.3.

15.2 Affiliate.

“Affiliate” of a party shall mean any corporation controlled by or controlling that party.

15.3 Agreement.

“Agreement” means the combination of the Order Form and these Master Terms.

15.4 Application Data.

“Application Data” means data generated by Descartes products or services.

15.5 Billing Agent.

“Billing Agent” means an entity designated by Descartes to act on its behalf in billing.

15.6 Confidential Information.

“Confidential Information” includes any confidential information related to the Agreement.

15.7 Customer Data.

“Customer Data” means data provided by Customer.

15.8 Data Providers.

“Data Providers” means third parties providing data to Customer.

15.9 Descartes GLN.

“Descartes GLN” means the network-based infrastructure operated by Descartes.

15.10 Documentation.

“Documentation” means materials related to Descartes Software or GLN Services.

15.11 Effective Date.

“Effective Date” means the date the Agreement becomes effective as identified in the Order Form.

15.12 Feedback.

“Feedback” means any suggestions for improving or modifying Descartes products.

15.13 Fees.

“Fees” means the amounts payable by Customer to Descartes.

15.14 GLN Services.

“GLN Services” means the GLN services defined under the Order Form.

15.15 Indemnification Procedure.

“Indemnification Procedure” means the procedure set out in section 12.

15.16 Insolvency Event.

“Insolvency Event” means various events related to Customer's financial distress.

15.17 Intellectual Property Rights.

“Intellectual Property Rights” includes all rights related to intellectual property.

15.18 Order Form.

“Order Form” means documents issued by Descartes identifying orders or agreements.

15.19 Permitted Use.

“Permitted Use” means use for internal business purposes.

15.20 Permitted User.

“Permitted User” means individuals authorized by Customer to use the Software.

15.21 Professional Services.

“Professional Services” means services agreed to be provided by Descartes.

15.22 Scope of Use.

“Scope of Use” includes restrictions on the use of Software or GLN Services.

15.23 Services.

“Services” means Professional Services, Data Services, and/or GLN Services.

15.24 Software.

“Software” means software as defined in the Order Form.

15.25 Term.

“Term” means the period of time identified in the Order Form.

15.26 Third Party Technology.

“Third Party Technology” refers to content or technology licensed from third parties.

15.27 Use.

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

15.28 User Accounts.

“User Accounts” means information necessary to control access to Software.

[End of Master Terms.]