Route Planner On-Demand

Version: PRPLDSG23.1

1. APPLICABILITY
   
   These terms (“Product Schedule”) are applicable only to Descartes products or services that have been branded by Descartes as being part of the “Route Planner On-Demand” or “RPOD” or “On-Demand” 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.
   
   
2. USE AND RESTRICTIONS
   
   2.1 The GLN Service are provided to Customer, subject to the terms of the Agreement, for Use by Customer and its Permitted Users in connection with the planning and deployment of truck and vehicle routes.
   
   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 is authorized to Use the GLN Services described in the Agreement solely for the Permitted Use.  Customer is 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 Customer acknowledges and agrees that it can only use one (1) Device in respect of each Vehicle and Customer shall be responsible for procuring all Devices intended to be used with the GLN Services.  Customer is responsible for ensuring the Devices meet with Descartes’ published compatibility requirements for the Descartes Mobile Applications.
   
   2.5 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 only.  Customer is responsible for adhering to all such specifications to ensure connectivity with the GLN Services.
   
   2.6 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, 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.
   
   2.7 Where Customer determines that it has violated section 2.7 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.
   
   
3. 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.
   
   
4. PERMITTED USERS
   
   4.1 Permitted Users of GLN Services. Customer will be solely responsible for selecting the Permitted Users.  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.
   
   4.2 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 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.
   
   
5. 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 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. 
   
   
6. Calculation of Vehicle limits
   
   Usage of GLN Services is limited to the Included Quantity of Vehicles, where the Included Quantity is calculated by adding the Quantity of Vehicles provided for in the Order Form along with any other Quantity of Vehicles provided for under any other Order Form that references the Agreement.  In calculating Customer’s Vehicle usage to determine if Customer has exceeded the Included Quantity, the number of Vehicles Customer will be considered to have Used will be set based on the day within the applicable calculation period in which the highest volume of Vehicles was Used with respect to the GLN Services.  By way of example only, if in a month Customer Used twenty (20) Vehicles with the GLN Services on every day except for one day when they used twenty-two (22) Vehicles, the Customer’s Vehicle Use count for that month will be twenty-two (22).
   
   
7. LOCATION DATA CONSENT.
   
   Customer understands that GLN Services utilizes location data about Vehicles that may be used to infer the location of an individual.  Customer is solely responsible for obtaining all necessary consents that may be required by applicable law to allow Customer to collect such location information and to authorize Descartes to Use such location information.  Descartes’ Use of that information shall be solely for the provision of GLN Services and shall be subject to the terms of the Master Terms, including but not limited to the data processing terms set out within the Master Terms.
   
   
8. 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.
   
   
9. 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 Schedule 1 to this Product Schedule.
   
   
10. DEFINITIONS
    
    10.1 “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.
    
    10.2 “Devices” means Customer-owned or leased cellular phones or other wireless devices used by Customer in connection with Descartes Mobile Applications and/or GLN Services.
    
    10.3 “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.
    
    10.4 “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.
    
    10.5 “Vehicle” means a unique vehicle of transportation, as identified by a unique VIN number, making deliveries of Customer’s shipments, or shipments managed by Customer.
    
    10.6 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.]

Third Party Processors

Third Party Processors involved in the provision of the GLN Services described under this Product Schedule:

Name	Function/Purpose	Location
Google Maps (if selected by Customer)	Map tiles for display as well as related location calculation functions	USA
HERE Maps (if selected by Customer)	Map tiles for display as well as related location calculation functions	USA
Voxeo/Aspect (if selected by Customer)	Sending of SMS notifications, if that feature is enabled by Customer	USA
Esendex	Sending of SMS notifications, if that feature is enabled by Customer	France

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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).
• Recipients of items being shipped (addresses of route stops which may be private residences depending on Customer’s use case).

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 vehicles driven by delivery drivers.

Transfers to sub-processors

Name	Type of Personal Data	Processing Duration	Purpose	Location
Google Maps (if selected by Customer)	Location based data	Duration of contract	Location display and related calculations	USA
HERE Maps (if selected by Customer)	Location based data	Duration of contract	Location display and related calculations	USA
Voxeo/Aspect (if selected by Customer)	Phone numbers	SMS delivery completion	To allow for delivery of SMS messages	USA
Esendex	Phone numbers	SMS delivery completion	To allow for delivery of SMS messages	France