Version: PMPDSG24.0
- APPLICABILITY
These terms (“Product Schedule”) are applicable only to Descartes products or services that have been branded by Descartes as being part of the “MacroPoint” product family (hereafter “GLN 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. - USE AND RESTRICTIONS
2.1 The GLN Service are provided to Customer only within the duration of the Agreement and subject to the terms of the Agreement, for Use by Customer and its Permitted Users based on the individual product names as follows:
(a) MacroPoint Visibility – for Use only in connection with the real-time tracking of freight owned or managed by Customer as it is being transported by carriers to warehouse or other similar such storage locations.
(b) MacroPoint Capacity – for Use in connection with sourcing of carries capacity for freight owned or managed by Customer.
2.2 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 Customer and its Permitted Users are authorized to Use the GLN Services described in the Agreement solely for the Permitted Use. Customer or its Permitted Users are not authorized to Use any Module associated with the GLN Services 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, 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 files that contain viruses, malware, corrupted files, or any other similar software or programs; (ii) use the GLN Services 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; and (iv) 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.
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. - 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. - PERMITTED USERS; DRIVERS
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.
4.3 Drivers. Due to the nature of the service the location of individuals who transport freight that is being tracked by the GLN Services (hereafter “Drivers” regardless of if that individual is responsible for driving the vehicle that conveys the freight being tracked) may be inferred from the data tracking the movement of the freight. Customer is solely responsible for notifying Drivers about this possibility and obtaining any consents that may be required by law. Further, some Drivers may be sent one or more text messages while the freight they are transporting is being tracked. Customer is responsible for obtaining all consents necessary to allow Descartes to send those above-described text messages. - Mobile Applications
5.1 Where the GLN Services include Mobile Applications or Mobile Applications are used to connect to GLN Services, the following provisions shall apply.
(a) Customer is granted a term limited, non-exclusive, non-transferable license to Use the Mobile Application, conditional on the Customer having a current subscription in good standing to the specified GLN Services. No license is given to the source code to any or all parts of the Mobile Application and Customer is prohibited from reverse engineering, disassembling or decompiling the Mobile Application or otherwise attempting to create or generate any source code version of any part of the Mobile Application, except as permitted by applicable law and to the extent that Descartes is not permitted by applicable law to exclude or limit such rights.
(b) Mobile Applications are, unless otherwise specified in the Order Form, to be installed on Customer Equipment and used by Customer, its Permitted Users or Drivers to transmit Customer’s data to their corresponding GLN Services solely in connection with Customer’s valid subscription to the GLN Services.
(c) Mobile Applications may be delivered by way of a third-party digital distribution platform including but not limited to Google Play for Android Devices or App Store for iOS devices. Customer understands and agrees that these owners and operators of these third-party digital distribution platforms are not endorsing or making any other guarantee or warranty about the Mobile Application.
(d) Mobile Applications are designed to connect to the GLN Services maintained by Descartes and may not function correctly without being allowed to maintain that connection. Customer is responsible for ensuring any Customer Equipment the Mobile Application is installed on has adequate connection with the general internet or other networks as may be specified. Descartes explicitly disclaims any liability resulting from poor connectivity or loss of communication caused by Customer Equipment or any network Customer Equipment uses to connect to the GLN Services and Mobile Applications are explicitly excluded from any availability measure or determination.
(e) Mobile Applications are designed to be regularly updated to meet evolving technical and security standards. Descartes may, from time to time, release new versions of the Mobile Applications. Customer will, unless specifically permitted otherwise by Descartes in writing, Use only the most current version or the immediately preceding version. Customers who do not Use the most current version or the immediately preceding version may, at Descartes sole discretion, be excluded from any Mobile Application support or service entitlements Descartes may be obligated to provide under the Agreement and any such Use is at the Customer’s own risk. - DELIVERY OF GLN SERVICES; SUPPORT
The delivery of GLN Services as well as the provision of support related to the 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”). To the extent there is any contradiction or conflict between the terms of the Delivery Policy and this Product Schedule, any Order Form, or any Master Terms, the terms of the Delivery Policy shall be subordinate to all those other terms. - 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. - MacroPoint – Broker Edition: Deposit Model - Minimum Account Balance.
For subscribers to MacroPoint Visibility – Contracted Deposit, Customer is required to maintain a minimum credit amount in their account. Customer will ensure the credit balance is at all times sufficient to cover the fees for at least one average transaction, where an average transaction is defined as the average cost of all transactions initiated by Customer during the previous three (3) month period. If Customer fails to maintain the minimum credit balance, Descartes may invoice the Customer for an amount equivalent to one-half of the regular recurring monthly fee and suspend the provision of services until that invoice is paid. Credit amounts are non-refundable nor convertible into any other form of payment or currency. Unless a longer period has been agreed between the parties, credit amounts expired as of expiry or termination of the Agreement. If Customer is paying by credit card, direct debit, or other similar automatic means, Customer agrees that Descartes may automatically bill the Customer’s payment method on file the above-described invoice amount. - DEFINITIONS
9.1 “Customer Equipment” means Customer, its Permitted Users or Drivers’ 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.
9.2 “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.
9.3 “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.
9.4 “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.
9.5 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”
[End of Product Schedule, Annex “A” to immediately follow.]
Annex “A”
Third Party Processors
Third Party Processors involved in the provision of the GLN Services described under this Product Schedule:
| Name | Function/Purpose | Location |
|---|---|---|
| Monday.Com | Carrier CRM database used for managing automated carrier onboarding instructions. | United States |
| Microsoft Corporation | Azure cloud hosting services and data storage | United States, Canada |
| Microsoft Corporation | Bing geocoding/ reverse geocoding of location data | United States |
Annex “B”
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).
- Drivers (phone numbers, vehicle IDs and locations as inferred from freight tracking locations).
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);
- Delivery addresses;
- User order details (such as items to be delivered, delivery date and time);
- Location data of Drivers as inferred from freight tracking locations.
Transfers to sub-processors
| Name | Type of Personal Data | Processing Duration | Purpose | Location |
|---|---|---|---|---|
| Monday.Com | First/ Last names, email, phone numbers of contacts | Duration of the contract | Manage onboarding of carriers | United States |
| Microsoft Corporation | All Personal Data | Duration of the contract | Hosting of application environment in Azure | United States of America, Canada |
| Microsoft Corporation | Location data | Bing geocoding/ reverse geocoding of location data | United States |