Version: PSTDSG26.0
- APPLICABILITY
These terms (“Product Schedule”) are applicable only to Descartes products or services that have been branded by Descartes as being part of the “Safety Training” 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. Where the Order Form designates products as GLN Services, such services are provided for the Term at the service levels described in the Agreement and may be updated from time to time as part of a generally available release to all customers. Customer and its Permitted Users may Use the GLN Services for Customer's internal business purposes in connection with the delivery of education and training materials to Customer’s own drivers only and related operational activities subject to the applicable subscription, driver, user, module, transaction, or volume limits identified in the Order Form.
2.2. Customer and its Permitted Users are 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.
2.3. No license is given to any of the underlying software, hardware, video or graphical content, or any 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.
2.4. 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, any underlying network systems hosted by Descartes that support the GLN Services, or the ability of other users or customers of Descartes to use the GLN Services; (iv) modify, decompile, disassemble, or reverse engineer any portion of the GLN Services or to obscure or remove any copy marks, trademarks, watermarks, or other such similar indicators or otherwise cause a reasonable person to believe that Customer or some other party other than Descartes was the owner or holder of the intellectual or moral rights to the GLN Services; (v) pledge the GLN Services as collateral or otherwise encumber the GLN Services with any lien or security interest other than that of Descartes; or (vi) 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.
2.5. Where Customer determines that it has violated section 2.4 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. - MOBILE APPLICATIONS
3.1 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.
3.2 Mobile Applications are, unless otherwise specified in the Order Form, to be installed on Customer Equipment and Used by Customer and its Permitted Users to access GLN Services.
3.3 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.
3.4 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.
3.5 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. - DISCLAIMER
CUSTOMER ACKNOWLEDGES THAT CUSTOMER IS ULTIMATELY AND SOLELY RESPONSIBLE FOR ENSURING THE CUSTOMER'S AND ITS PERMITTED USERS' COMPLIANCE WITH ALL APPLICABLE LAWS, REGULATIONS, ORDINANCES, INDUSTRY STANDARDS, AND INTERNAL POLICIES. CUSTOMER IS RESPONSIBLE FOR REVIEWING AND DETERMINING THE SUITABILITY, APPLICABILITY, AND COMPLIANCE OF ANY GLN SERVICES, TRAINING CONTENT, TRAINING MATERIALS, ASSESSMENTS, OR OTHER RESOURCES BEFORE AND DURING THEIR USE. FOR GREATER CLARITY, THIS PROVISION IS IN ADDITION TO ANY DISCLAIMERS, LIMITATIONS OF LIABILITY, AND EXCLUSIONS OF WARRANTIES CONTAINED IN THE AGREEMENT.
4.1 TRAINING SERVICES DISCLAIMER
Customer acknowledges that the GLN Services and all Training Content are intended to be used solely for educational and informational purposes only and do not constitute legal advice, regulatory advice, professional consulting services, safety certifications, compliance determinations, or any independent assessments of competency, suitability, or safeness of any individual.
Customer acknowledges that completion of any Training Content, achievement of any assessment score, certification of completion, participation in any coaching activity, or use of any feature of the GLN Services does not guarantee achievement of any safety standard, or compliance with any applicable law, regulation, industry standard, customer requirement, insurance requirement, or other legal or operational obligation. Any certification of completion issued through the GLN Services merely reflects completion of the applicable Training Content and does not constitute a professional certification, license, accreditation, qualification, authorization, or independent verification of competency by Descartes.
Descartes does not represent, warrant, or guarantee that use of the GLN Services or any Training Content will:
a) prevent accidents, injuries, incidents, losses, claims, or regulatory violations;
b) alter driver performance or safety outcomes;
c) satisfy any legal, regulatory, licensing, certification, training, qualification, or employment requirement; or
d) ensure compliance with applicable laws, regulations, or industry standards.
Customer is solely responsible for
a) determining which Training Content, courses, videos, assessments, coaching materials, and other resources are appropriate for its drivers, personnel, operations, vehicles, and regulatory environment;
b) establishing, implementing, maintaining, and evaluating its overall safety program;
c) determining whether additional training, supervision, coaching, policies, procedures, controls, certifications, or safety measures are necessary; and
d) making all employment, operational, safety, compliance, and business decisions relating to its personnel and operations.
Customer acknowledges that the GLN Services are only one component of a comprehensive safety program and are not intended to replace Customer's independent responsibilities relating to driver supervision, hiring, qualification, training, monitoring, coaching, policy development, compliance management, accident prevention, risk management, or workplace safety. - ASSESSMENTS AND TRAINING OUTPUTS
Customer acknowledges that any assessments, quizzes, testing results, completion statuses, certifications of completion, rankings, scores, recommendations, reports, dashboards, analytics, alerts, or similar outputs generated by the GLN Services are informational tools only and remain dependent upon the Training Content selected by Customer, Customer's configuration choices, and information provided by Customer and its Permitted Users.
Customer is solely responsible for reviewing and validating all outputs generated by the GLN Services prior to taking any action based upon such outputs and shall not use any such outputs as the sole basis for employment, disciplinary, compensation, promotion, retention, qualification, certification, or other personnel-related decisions.
Customer is solely responsible for implementing appropriate governance procedures, policies, documentation requirements, human review processes, and safeguards relating to its use of the GLN Services and any outputs generated therefrom. - DESCARTES’ RIGHTS
6.1 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 GLN Services in accordance with this Agreement or as otherwise provided for under the Agreement, and for no other purpose.
6.2 Descartes may, but shall be under no obligation to, modify or update the GLN Services from time to time. Provided Customer is in good standing and current on all fees owing, Customer shall have access to any new releases, modifications, improvements, enhancements, or updates that Descartes may make available as part of a generally available release of the GLN Services (collectively “Updates”). - PERMITTED USERS
7.1 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.
7.2 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. - Third Party Processors
For the purpose of the Data Processing Terms, where GLN Services are subscribed, 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. - DEFINITIONS
9.1 “Assessment" means any quiz, test, examination, evaluation, survey, questionnaire, scoring mechanism, certification activity, or other measurement tool provided through the GLN Services.
9.2 “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.
9.3 “Device” means a customer-owned or leased individual handheld mobile unit used by a Permitted User in connection with the provision of transportation or logistics services, and which meets the specifications or requirements set out by Descartes.
9.4 "Mobile Application” or “Mobile Applications” means Descartes software that is designed to be installed on a phone, tablet, or other portable Device.
9.5 “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.
9.6 “Training Content" means any courses, videos, presentations, learning modules, assessments, quizzes, announcements, training materials, and related educational materials made available through the GLN Services.
9.7 “Vehicle” means a unique delivery vehicle, as identified by a distinct vehicle identification number, owned or leased by Customer and operated for the benefit of the Customer.
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) “Effective Date”
d) “Master Terms”
e) “Order Form”
f) “Permitted Use”
g) “Permitted User”
h) “Services”
i) “Term”
j) “Use”
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 |
|---|---|---|
| Amazon.com Inc. | AWS cloud hosting services and data storage | North America |
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).
Categories of personal data transferred
Only the following types of personal information will be processed within the Descartes products or services:
- Driver identification data
- Service User identification data
Transfers to sub-processors
| Name | Type of Personal Data | Processing Duration | Purpose | Location |
|---|---|---|---|---|
| n/a |