MASTER TERMS

Version: DSG24.0

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 ACCESS AND USER ACCOUNTS

2.1 Access to Descartes products and services.

Access to Descartes products or services may require an individual to be authenticated against a User Account before being provided with access. 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 Descartes Privacy Policy.

2.2 Administrative User.

Where the Descartes product or service 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 is permitted to access Descartes products or services.

2.3 Security of User Accounts.

Customer shall be solely responsible and liable for ensuring its Permitted Users are properly securing their User Account credentials. Customer shall be responsible for any actions arising from Customer, Administrative User, or Permitted User improperly storing or securing their User Account credentials. 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.

2.4 Defeating or Circumventing Access Controls.

Customer shall not knowingly take any actions that is designed to or which the Customer ought reasonably know would result in defeating, circumventing, or otherwise avoiding any controls Descartes may have in place to restrict, control, or enforce any account limitations on the use or access of any Descartes products or services.

3 CONNECTIONS, THIRD-PARTY TECHNOLOGY, AND INTEGRATIONS

3.1 Connections with other systems.

Some Descartes products and services may allow for exchanging or receiving specific information and data with systems, networks, or applications owned by, controlled by, or maintained by a third party with which Customer has some type of commercial or contractual relationship (“External Data”), including but not limited to Customer’s vendors, suppliers, technology providers, partners, agents, or contractors (collectively “Data Providers”). Descartes products and services may include modules that are intended solely to allow External Data to be exchanged with Data Providers. Such modules may be identified in the Order Form with the solution type of “Connector”. Customer subscribes to or licenses a Connector, Descartes’ obligation shall be limited only to providing the necessary infrastructure or data exchange protocols or connections necessary to allow External Data to be exchanged with a Data Provider through the Connector.

3.2 Relationship with Data Providers.

Customer understands that Descartes may not have, and is under no obligation to have or enter into, a direct relationship or agreement with any Data Providers. Where Descartes does enter into any such agreement at the request of the Customer, Customer shall be responsible for any losses or damages suffered by Descartes as a result of any such agreement. Descartes is not responsible for the performance, or lack thereof, of any Data Providers. Customer confirms that, as it relates to External Data, Descartes may consider a Data Provider to be Customer’s agent.

3.3 Responsibility for External Data.

As it relates to the provision of External Data, Customer shall be solely responsible for ensuring, as between Descartes and Customer only, that:

• (a) Customer has legally obtained all necessary licenses, rights, or permissions to provide External Data to Descartes and to permit Descartes to Use the External Data to perform its obligations under the Agreement, including, without limitation, rights to store, transmit, and reproduce External Data as would reasonably be required, and Descartes is entitled to treat any External Data received from a Data Provider solely as Customer Data;
• (b) External Data is suitable for Customer’s needs and that Data Providers will provide External Data in a compatible format and through compatible secure communication protocols or data exchange methods;
• (c) the External Data will be accurate, complete, and regularly updated as is reasonably required;
• (d) any required communication or coordination with the Data Provider will be managed by Customer who will be responsible for any associated delays that may arise from the lack of adequate communication or coordination with the Data Provider;
• (e) any data provided to Data Providers by Descartes is stored and handled securely, in a manner consistent with industry standards;
• (f) the usage by Data Providers of External Data or Customer Data requested or provided through a Connector or under this Agreement is consistent with Customer’s expectations or intentions.

3.4 Third-Party Technology.

Certain Descartes products and services allow Customers to Use additional functionality that is made available by third parties (“Technology Providers”). Products or services that are provided by a Technology Provider may be identified in the Order Form with the solution type of “Third Party Technology” or alternatively “Third-Party Technologies” and may only be used in combination with the Descartes products or services associated with it. As Third-Party Technology is provided by independent Technology Providers, the length of term applicable to products or services identified as Third-Party Technology may be shorter than the length of term for Descartes products and services.

3.5 Technology Provider Policies.

Customer understands that some Technology Providers who provide Third-Party Technology may require Customer to agree to user terms, acceptable use policies, or other similar policies (“Technology Provider Policies”) which will be provided to Customer in advance of Use. 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, the Customer may, as its sole remedy and upon thirty (30) days written notice to Descartes, terminate without penalty the applicable portions of the Agreement related to the Third-Party Technology only.

3.6 Integrated Technology.

Certain Descartes products or services may incorporate or include technology, including but not limited to code libraries, data, or scripts, that is intended to be seamlessly integrated with the Descartes products or services (“Integrated Technology”) but which is sourced from a third-party that is not customarily identified by Descartes in its general descriptions of its products or services. Descartes shall be responsible for the performance, or lack thereof, of the Integrated Technology as well as ensuring that the Integrated Technology Providers comply with all applicable restrictions that might arise from this Agreement.

3.7 Substitution of Integrated Technology.

Descartes may substitute any Integrated Technology provided the substitution does not reasonably result in a material loss in functionality, features, or data security to the Customer in the Descartes product or service.

3.8 Maps.

Where certain Descartes products or services incorporate maps, Descartes expressly disclaims any liability for inherent limitations in Maps. Such limitations may include but are not limited to:

• (a) Maps reflect conditions as they existed at various points in time. Accordingly, Maps may contain inaccurate or incomplete data or information due to the passage of time, road construction, changing conditions, and otherwise.
• (b) Maps are comprised of compilations of data and information from government and other sources which may contain errors and omissions.
• (c) Unless specifically stated otherwise in the Order Form, Maps do not contain, include, analyze, process, consider or reflect any categories of information such as neighborhood quality, safety, population density, or proximity of law enforcement.

3.9 External Links.

Customer’s access and use of external content linked from Descartes products is at Customer's own risk. Descartes disclaims any liability that may arise from Customer’s use or access to any such third party links.

4 FEES AND PAYMENT

4.1 Fees.

The following terms and conditions shall apply in respect of payment of Fees by Customer:

• (a) Customer shall pay Descartes the Fees in the amounts and on such terms as set out in the Order Form.
• (b) Unless otherwise expressly provided in the Order Form, all Fees are expressed in United States Dollars ($USD).
• (c) At Descartes’ option, Descartes may assess a late payment fee equal to one and one half percent (1.5%) of the unpaid amount for each succeeding thirty (30) day period or portion thereof in which Descartes has not received payment from Customer of Fees when due.
• (d) Customer shall promptly and carefully review any invoices received from Descartes.
• (e) At Descartes’ option, Descartes may suspend provision of any Descartes products and services if Descartes has not received payment of undisputed Fees from Customer when due upon five (5) days written notice.
• (f) Failure by Customer to pay undisputed Fees when due shall be deemed to be a material breach of the Agreement.
• (g) All Fees payable to Descartes are exclusive of any taxes, assessments or duties that may be assessed against Customer related to transactions completed by Customer using Descartes products or services.
• (h) Where Fees are presented by Descartes in an Order Form, Descartes may, at its discretion, offer a different fee rate during any Renewal Term.

4.2 Overage Fees.

Where the Order Form provides for only a fixed quantity of transactions, uses, or events (“Quantity”), and is silent on any usage beyond the Quantity (“Extra Usage”), Extra Usage will be invoiced to Customer as an overage fee calculated as follows:

• Extended Amount = (Extra Usage) × (1.25)/Quantity. Unless otherwise specified in the Order Form, overage fees will be calculated and invoiced on the same billing cycle as the product or service to which it relates.

4.3 Collection Expenses.

Customer agrees to reimburse Descartes for any and all collection-related expenses incurred by Descartes in the collection of any past due amounts owed to Descartes pursuant to the Agreement.

4.4 Credit Card or ACH Payments.

Customers paying Fees by either credit card or automated clearing house (“ACH”) debit entries, shall provide all necessary credit card or account information to facilitate payment.

4.5 Appointment of Billing Agent.

Descartes may, at its sole discretion, designate an Affiliate of Descartes or other third party as a Billing Agent.

4.6 Accounts Payable Services.

Where Customer makes use of a third-party service to handle the receipt of invoices or payment of fees, Descartes shall not be obligated to agree to or accept any terms that would create new obligations on Descartes or modify any existing rights and obligations.

5 TERM AND TERMINATION

5.1 Term.

The Agreement shall be in force for the Term unless earlier terminated as provided by the Agreement.

5.2 Termination by Either Party.

The Agreement may be terminated by a party if the other party is subject to an Insolvency Event, or by a non-breaching party in specific circumstances.

5.3 Termination by Descartes.

Descartes may terminate the Agreement immediately upon a material breach by Customer of specified sections regarding Ownership of Intellectual Property.

5.4 Consequences of Termination.

Upon expiration or termination of the Agreement, all licenses or rights to use any Descartes products or services shall immediately cease.

5.5 Survival.

Notwithstanding the termination of the Agreement, certain provisions, including Fees and Payment, Ownership of Intellectual Property, and Confidentiality, shall survive.

6 OWNERSHIP OF INTELLECTUAL PROPERTY

6.1 Ownership.

Descartes and its licensors shall have and retain all rights, title and interest in any product or service licensed or provided under the Agreement.

6.2 No Sale.

Customer acknowledges that it is only provided a license or right to use the Descartes product or services, and does not gain ownership rights.

6.3 Scraping, Repurposing, Resale, or Derivative Usage of Application Data.

Customer may not reuse, repurpose, or create derivative works from, or otherwise use Application Data outside of Descartes products or services.

6.4 Feedback or Suggestions.

Nothing in this Agreement restricts Descartes’ right to use Feedback which includes Customer’s existing Confidential Information.

6.5 Customer Data.

Descartes does not claim any title or ownership rights over any Customer Data provided under the Agreement.

7 WARRANTIES

7.1 EXPRESS WARRANTIES.

In addition to express warranties made in the Order Form, certain guarantees are provided regarding organization, authority, and binding obligations of the parties.

7.2 IMPLIED WARRANTIES.

Except as expressly provided in the Order Form, Descartes makes no representations or warranties regarding any product or service delivered under the Agreement.

8 LIMITATION OF LIABILITY

8.1 AGGREGATE LIABILITY.

To the extent permitted, maximum liability under the Agreement shall be limited to actual direct damages not exceeding total Fees paid in the last twelve (12) months.

8.2 CONSEQUENTIAL DAMAGES.

Under no circumstances shall either party be liable for special, incidental, punitive, or consequential damages.

8.3 EXCLUSION FROM LIMITATION OF LIABILITY.

Certain liabilities cannot be limited under applicable law, including those related to death or personal injury.

9 CONFIDENTIALITY OF DATA

9.1 Discloser, Recipient.

Definitions regarding the disclosure of confidential information between parties are established.

9.2 Non-Disclosure.

Confidential Information remains the sole property of the Discloser and must be protected and used as specified.

9.3 Exceptions to Non-Disclosure.

Certain exceptions to non-disclosure obligations apply based on conditions defined.

9.4 Ownership of Confidential Information.

Disclosure of Confidential Information does not confer any rights to Recipient except as expressly stated.

9.5 Protection of Confidential Information.

Recipient must implement adequate security measures to protect Confidential Information from unauthorized access.

9.6 Destruction of Confidential Information.

Recipient must destroy or retain Confidential Information as required based on legal or regulatory requirements.

10 PERSONALLY IDENTIFIABLE INFORMATION.

10.1 Processing as a Controller.

Descartes processes PII under its applicable privacy policy.

10.2 Processing on Customer’s Behalf.

Processing of PII provided by Customer is governed by Descartes standard Data Processing Terms.

10.3 Processing of PII for Management of Contractual Relationship.

Any PII provided for the management of the Agreement will be processed according to the respective privacy policies.

11 INDEMNIFICATION

11.1 Descartes Indemnification.

Descartes shall defend Customer against third-party claims of infringement of intellectual property rights and indemnify Customer against associated damages.

11.2 Customer Indemnification.

Customer shall indemnify Descartes against third-party claims arising from misuse of Descartes products or services.

12 INDEMNIFICATION PROCEDURES.

12.1 Notice of Claim.

The Indemnifying Party must provide notice of any claims made by third parties within a specified time frame.

12.2 Assumption of Defense.

Indemnifying Party has the right to assume defense against claims.

12.3 Failure to Defend.

The Indemnified Party may assume defense if the Indemnifying Party fails to do so.

12.4 Conflicts of Interest.

If a conflict arises, various options for separate representation are provided for the parties.

12.5 Settlement.

The controlling party in a matter has rights concerning consent and settlements of claims.

13 NOTICES

13.1 General Notices.

Notices shall be in writing and delivered directly to the other party.

13.2 Security Notices.

Notices related to security or integrity must be delivered via designated channels.

14 MISCELLANEOUS

14.1 Successors and Assigns.

The Agreement is binding upon the parties and their successors.

14.2 Entire Agreement.

The Agreement supersedes any prior agreements and constitutes the entire understanding.

14.3 Appendices.

Any appendices, attachments, and exhibits are considered part of these Master Terms.

14.4 Construction.

Each provision shall be interpreted to remain valid, with remaining provisions remaining in effect.

14.5 Waiver.

Lapse of enforcement does not constitute waiver of terms in the Agreement.

14.6 Multiple Counterparts.

The Agreement may be executed in multiple counterparts.

14.7 Electronic Documents and Execution.

Electronic signatures carry the same legal weight as traditional signatures.

14.8 Compliance With Law.

Both parties shall comply with all applicable laws relevant to their performance under the Agreement.

14.9 Corporate Compliance.

Descartes agrees to adhere to standards of corporate conduct.

14.10 Dispute Resolution.

Disputes shall be resolved through negotiation with roles defined.

14.11 Compliance with Sanctions and Trade Laws.

Customer agrees to comply with applicable trade laws as specified.

14.12 Government Departments.

Governmental entities are permitted to use the Services under specified terms.

14.13 Assignment.

Restrictions on assignments of obligations and rights under the Agreement.

14.14 Acknowledgment.

Customer must acknowledge Descartes in related publications.

14.15 Announcements.

Limitations on announcements and press releases concerning products are defined.

14.16 Governing Law.

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

14.17 Further Assurances.

Both parties shall carry out provisions related to the Agreement as needed.

14.18 English Language Provision.

The Agreement shall be drawn up in English.

14.19 Force Majeure.

No liability for delays resulting from force majeure events.

14.20 No Agency.

Parties are not agents of each other under this Agreement.

14.21 Descartes is a Non-Party.

Descartes shall not be a party to any agreements involving Customer and third parties.

15 DEFINITIONS

15.1 Administrative User.

Definition of users with specific administrative functionalities.

15.2 Affiliate.

Definition regarding ownership and control relationships between parties.

15.3 Agreement.

Definition of the comprehensive agreement comprising Order Form and Master Terms.

15.4 Application Data.

Definition of data generated by Descartes products excluding certain types of information.

15.5 Billing Agent.

Description of Billing Agent's role in billing and collection.

15.6 Confidential Information.

Definition of what constitutes confidential information.

15.7 Customer Data.

Definition of data connected to Customer under the Agreement.

15.8 Descartes GLN.

Definition regarding the architecture and infrastructure operated by Descartes.

15.9 Documentation.

Definition of instructional materials related to Descartes products.

15.10 Effective Date.

Definition of the effective date of the Agreement.

15.11 Feedback.

Definition related to suggestions and ideas provided by the Customer.

15.12 Fees.

Definition of fees to be paid by Customer.

15.13 GLN Services.

Definition related to GLN services outlined in the Order Form.

15.14 Hardware.

Definition of physical devices provided to the Customer.

15.15 Indemnification Procedure.

Definition of the process for handling indemnification between parties.

15.16 Insolvency Event.

Definition of insolvency-related circumstances for the Customer.

15.17 Intellectual Property Rights.

Definition of varying intellectual property rights.

15.18 Order Form.

Definition of the document that outlines specific terms of the Agreement.

15.19 Permitted Use.

Definition of usage rights for the Customer per the Agreement.

15.20 Permitted User.

Definition of user categories allowed by the Customer.

15.21 Professional Services.

Definition of services provided by Descartes under the Agreement.

15.22 Scope of Use.

Definition of the allowed scope for the usage of Descartes products.

15.23 Software.

Definition of Software as described in the Agreement.

15.24 Term.

Definition of the length and renewal conditions of the Agreement.

15.25 Third Party Technology.

Definition of technologies owned by external entities.

15.26 Use.

Definition of how the Services can be utilized by Customer.

15.27 User Accounts.

Definition of necessary information for account access.

[End of Master Terms.]