ZOLEO CLOUD CONNECT COMMERCIAL AGREEMENT

1. ZOLEO CLOUD CONNECT SERVICE

   
   

   ZOLEO Cloud Connect is a cloud-based service that provides real-time data feeds and other application programming interfaces (APIs) to access the ZOLEO service as well as information about ZOLEO End-users and ZOLEO Devices (collectively the “Service”) such as device IMEI, ZOLEO user phone number, user location, check-in status, SOS emergency state and/or other information (collectively the “ZOLEO Cloud Connect Data”), as described in detail in Schedule A.

   
   

   For the purposes of this Agreement, ZOLEO End-users shall be considered to be the owner of a ZOLEO account with one or more ZOLEO Devices, and who has authority to provide consent to share information about the ZOLEO Devices within their ZOLEO account. A ZOLEO Device includes the ZOLEO satellite communicator and/or associated ZOLEO Mobile App.



2. LIMITED LICENSE.

   During the Term and subject to the terms and conditions set forth in this Agreement, ZOLEO hereby grants to Developer a limited, non-exclusive, non-transferable, royalty-free, licence to use and connect to the Service.



3. TERM AND TERMINATION

   
   

   3.1     Term.  The initial term of this Agreement (the “Initial Term”) will start on the Effective Date and will continue for two (2) years thereafter, and automatically renew for successive one (1) year periods (each a “Renewal Term”) unless either Party provides written notice of non-renewal to the other Party no later than ninety (90) days before the end of the Initial Term or any Renewal Term. The “Term” comprises the Initial Term and any Renewal Term(s).

   
   

   3.2     Termination for Breach or Default.  Either Party may terminate this Agreement immediately and without prejudice upon the occurrence of any of the following events by giving written notice to the other Party:

   1.  If the other Party breaches or fails to observe or perform any material term or condition of this Agreement, and such breach or failure continues for a period of thirty (30) consecutive days after written notice thereof has been given to said Party by the other Party;

   
   

   2.   If the other Party breaches or fails to observe any term or condition of Article 8 (Intellectual Property), or Article 9. (Confidentiality, Privacy and Information Security) and such default, breach or failure continues for a period of five (5) consecutive business days after written notice thereof has been given to said Party by the other Party; or

   
   

   3.  If the other Party ceases or threatens to cease to carry on business, takes or threatens to take any action to liquidate its assets; stops making payments to any creditors, trade or otherwise, in the normal course of business; makes or purports to make a general assignment for the benefit of creditors; makes or purports to make a bulk sale of its assets; or institutes or has instituted against it any proceeding under any statute or otherwise relating to insolvency, bankruptcy, winding up, liquidation or dissolution, including the appointment of a custodian or receiver, or if any proceeding under any such statute or otherwise is instituted against it.

   
   

   3.3     Effect of Termination.  Upon termination, ZOLEO will disconnect the Service from the Developer’s system.

   
   

   3.4     Survival.  Notwithstanding the expiry or termination of this Agreement for any reason whatsoever, all covenants and agreements to be performed and/or observed by either Party under this Agreement which by their nature survive the expiration or termination of this Agreement, including without limitation those relating to Intellectual Property Rights, Confidential Information, Indemnification, limitation of liability, payment of fees (if applicable), termination, and dispute resolution will survive any such expiration or termination.




4. FEES

   
   

   There is no charge to Developer to access the Service. Developer is responsible for any costs associated with integration, testing, and interconnection to the Service, where applicable.



5. DEVELOPER RESPONSIBILITIES

   
   

   5.1     Authorized Purpose.  Developer may use the Service only for the purpose of enhancing Developer’s products and services for or on behalf of ZOLEO End-users. Developer may not under any circumstances share ZOLEO Cloud Connect Data with any third parties without the consent of ZOLEO and the ZOLEO End-user.

   
   

   5.2     Compliance with Applicable Laws.  Developer agrees to comply with all applicable federal, state, provincial, municipal and local statutes, laws, ordinances, orders and other requirements of any government entity or other public authority having jurisdiction over any Party or any matter in connection with this Agreement, including common law, equitable and administrative decisions, and for greater certainty, all applicable privacy laws, including but not limited to Privacy Laws of the United States, Canada, Australia, the United Kingdom, countries of the European Union and other jurisdictions where ZOLEO services are offered.

   
   

   5.3     Enrolment.  Developer must enrol to use the Service by completing and signing a ZOLEO Cloud Connect Developer Enrolment Form which shall become incorporated into this Agreement once signed by Developer. If Developer is a Third-Party Developer for Enterprise as described below, then Developer must complete and sign a copy of the Enrolment Form for each Enterprise Account that would be enrolled with the Service. ZOLEO reserves the right to review and approve each enrolment application, which approval may be withheld or withdrawn at any time at ZOLEO’s sole discretion.

   
   

   5.4     End User Consent.  Developer understands and agrees that ZOLEO Cloud Connect Data may contain Personal Information and therefore may be shared with Developer only with a ZOLEO End-user’s explicit consent. Personal Information is (i) any information that can be associated with an identifiable individual, including all details in respect of the identity of any individual; and (ii) any information that is deemed to be personal information pursuant to Privacy Laws or is otherwise subject to the requirements of Privacy Laws.

   1.   Enterprise Developers. Developer is a ZOLEO customer with multiple ZOLEO Devices (a “ZOLEO Enterprise Account”) that is requesting access to ZOLEO Cloud Connect Data for ZOLEO Devices exclusively within their ZOLEO account. Developer hereby attests that it owns and/or controls the ZOLEO Devices within their account, and that they have the authority to provide consent to receive ZOLEO Cloud Connect Data on behalf of all ZOLEO End Users within their account.

   
   

   2.   Third Party Developers for Enterprise. Developer is a third party who is NOT a ZOLEO customer that is requesting access to ZOLEO Cloud Connect Data on behalf of one or more ZOLEO Enterprise Accounts. Developer acknowledges that ZOLEO will seek consent to share ZOLEO Cloud Connect Data with Developer for each ZOLEO Enterprise Account directly from each ZOLEO Enterprise Account owner by email before enabling the Service for each ZOLEO Enterprise Account, and for any additional ZOLEO Devices that may be added to each ZOLEO Enterprise Account from time to time. A ZOLEO Enterprise Account owner may enable or disable data sharing or application programming interfaces (APIs) for any or all ZOLEO Devices at any time using the ZOLEO online account portal (MyZOLEO). Developer is responsible for enrolling ZOLEO Devices within Developer’s service, and agrees to ignore and delete any ZOLEO Cloud Connect Data received by Developer for ZOLEO Devices that are not enabled within Developer’s service immediately upon receipt.

   
   

   3.   Third Party Developers for ZOLEO End-users. Developer is a third party who is NOT a ZOLEO customer that is requesting access to ZOLEO Cloud Connect Data from individual ZOLEO End-users in different ZOLEO accounts. Developer acknowledges that ZOLEO will seek consent to share ZOLEO Cloud Connect Data with Developer for each ZOLEO Device directly from ZOLEO End-users using a Data Sharing Wizard (DSW) before transmitting ZOLEO Cloud Connect Data for such ZOLEO End-users to Developer, and for any additional ZOLEO Devices that may be added from time to time. A ZOLEO account owner may enable or disable data sharing or application programming interfaces (APIs) for any or all ZOLEO Devices in their account at any time using the ZOLEO online account portal (MyZOLEO). Developer is responsible for enrolling ZOLEO Devices within Developer’s service, and agrees to ignore and delete any ZOLEO Cloud Connect Data received by Developer for ZOLEO Devices that are not enabled in Developer’s service immediately upon receipt.

   In all cases, Developer agrees to indemnify and hold ZOLEO harmless against any and all liabilities, damages, costs or expenses (including reasonable legal fees and expenses) resulting from any demands, claims, actions, suits or proceedings brought by ZOLEO End-users against ZOLEO regarding the use of their Personal Information that was shared with Developer by ZOLEO, including ZOLEO Cloud Connect Data.

   
   

   5.5     Withdrawal of Consent.  Developer acknowledges that ZOLEO End-users have certain rights by law to withdraw and/or modify their consent to share or keep Personal Information, including the right to disconnect their ZOLEO Service from the Service. Developer hereby agrees to delete any ZOLEO Cloud Connect Data upon request by ZOLEO or a ZOLEO End-user and provide written attestation of same within a commercially reasonable timeframe following such request.

   
   

   5.6     Security and Privacy.  Developer represents and warrants that it has adopted, implemented, and shall maintain throughout the Term, a corporate information security program designed to comply with Applicable Laws and protect ZOLEO Cloud Connect Data from loss, misuse and unauthorized access or disclosure, as well as the privacy and security guideline contained in Schedule B herein.

   
   

   5.7     Notice of Security Breach.  Developer agrees to immediately notify ZOLEO if it has incurred or suspects it has incurred a data breach that may compromise the ZOLEO Cloud Connect Data, take all necessary measures to remediate the breach, and immediately provide details of the nature and scope of the breach to ZOLEO by email at privacy@zoleoinc.com, including a list of ZOLEO End-users and ZOLEO Devices that might be affected. ZOLEO reserves the right to immediately terminate Developer’s access to the Service at any time in the event of a data breach or suspected data breach.

   
   

   5.8     Abuse or Tampering.  Developer will not use or access the Service in any manner that interferes with or harms the Service or any third parties; or is tortious or violates any third party right. Developer will not abuse, tamper with, alter or otherwise use, modify or attempt to modify any aspect of the Service, or permit or assist any others to do, except as may otherwise explicitly permitted under this Agreement. Developer may not rent, lease, sell, sublicense, assign, or otherwise transfer, or reverse engineer, disassemble or decompile any part of the Service. Developer understands and agrees that ZOLEO may immediately suspend access to the Service by Developer without prior notice if any such actual or suspected abuse or tampering is detected by ZOLEO without liability of any kind to Developer or any third party. In such event, ZOLEO will use commercially reasonable efforts to communicate the particulars of the actual or suspected abuse promptly to Developer after any suspension has taken effect.

   
   

   5.9     Fair Usage.  Developer will use the Service in a responsible manner during normal operating conditions. ZOLEO reserves the right to limit, suspend or terminate Developer's access to the Service if Developer uses the Service in a manner that affects the fair usage of the service by other Developers, or exceeds more than 1,500 individual location events or messages per ZOLEO Device per month (or such other limit as may be determined in ZOLEO’s sole discretion).

   
   

   5.10     Records and Audit.  During the Term and for one (1) year thereafter, Developer agrees that ZOLEO, its third-party auditors, or any governmental authority, may audit Developer's records in order to conduct an investigation of potential fraud, abuse or security breach related to the use of the Service or ZOLEO Cloud Connect Data. Developer agrees to support such audit, which may include a review of Developer's systems, security policies and procedures, and any third-party components that use or store ZOLEO Cloud Connect Data, with a minimum of ten (10) business days' written notice (or such lesser notice if mandated by the governmental authority), no more than once per year.

   
   

   5.11     No Resale.  Developer understands and acknowledges that they may not resell or remarket the Service in any manner without express written consent from ZOLEO.




6. ZOLEO RESPONSIBILITIES

   
   

   6.1     Enrolment.  ZOLEO will provide Developer Guides and other related information that Developer needs to evaluate and connect to the Service. Developer may only use the Service once approved by ZOLEO, which approval may be withheld at ZOLEO’s sole discretion.

   
   

   6.2     Technical Support.  ZOLEO will make commercially reasonable efforts to provide Developer technical support as needed for pre-production testing and integration into production environments, as applicable, during normal business. ZOLEO shall not be obligated to provide Developer with any other technical support, maintenance, bug-fixes, workarounds, upgrades or updates to the Service.

   
   

   6.3     Enhancements and Modifications.  ZOLEO reserves the right to enhance, modify, or remove any capability provided by the ZOLEO at its sole discretion, with a minimum notice of 60 days to Developer.

   
   

   6.4     Maintenance.  ZOLEO will provide reasonable notice to Developer in advance of any scheduled maintenance periods, upgrades, and/or enhancements that may affect availability of the Service but will not be required to modify its plans or schedules on account of any Developer.



7. BRANDING, CO-MARKETING AND PUBLICITY

   
   

   7.1     ZOLEO Branding.  Developer acknowledges and agrees to display the ZOLEO brand logo on any customer-facing pages that promote the use of or allow End-users to interact with the Service.

   
   

   7.2     Brand License.  As applicable, each party hereby provides the other with a limited, non-transferable, royalty-free license to use the other party’s name and brand for co-marketing purposes only as described herein and agrees to provide the other party with a copy of their brand guidelines and a marketing contact for this purpose.

   
   

   7.3     Co-marketing.  Developer and ZOLEO both agree to promote each other’s services as each may deem appropriate by allowing their names and logos to be used in each other’s marketing materials, including but not limited to each other’s websites, press releases, social media, customer testimonials, and other means as appropriate. Each party shall have the right to review and approve the other party’s marketing materials where they are mentioned prior to publication, which approval shall not be unreasonably withheld

   
   

   7.4     Publicity and Press Releases.  . Neither Party will issue any media communication or publicity concerning this Agreement or its subject matter except with the prior written approval of the other Party, which consent will not be unreasonably withheld. Consent given by a Party for any particular publicity or press release will not be deemed to be consent to any other publicity or press release.



8. INTELLECTUAL PROPERTY

   
   

   8.1     Ownership.  Except as otherwise specifically provided for in this Agreement, each Party and/or their suppliers as applicable will: (i) retain all Intellectual Property Rights in all of its respective Information, and (ii) not be deemed to have assigned or transferred to the other Party any part of its ownership of or Intellectual Property Rights in said Information; or any licenses to use such Information which it has received from third parties.

   
   

   8.2     No Other Use.  Except as otherwise provided in this Agreement, each Party covenants and agrees that it will not use any of the other Party’s intellectual property for any purpose without the other Party’s prior written consent.

   
   

   8.3     Feedback.  All comments or suggestions provided by Developer to ZOLEO for the modification, correction, improvement or enhancement of the Service, will be the property of ZOLEO, will be deemed to be Confidential Information hereunder, and ZOLEO will be free to use it for any purpose.



9. CONFIDENTIALITY

   
   

   9.1     Duty to Keep Confidential.  During the Term, each Party may disclose to the other, or may receive through the course of the relationship, confidential information, either directly by verbal, written or electronic communications, or indirectly by permitting employees, subcontractors, consultants and/or agents (altogether “Personnel”) to observe various operations, processes, strategies or methods conducted or used by the other Party (collectively “Confidential Information”). Disclosures made by a Party will be made upon the basis of the confidential relationship between the Parties and upon each Party's agreement that, unless specifically authorized in writing by the disclosing Party, the receiving Party will:

   1.   use such Confidential Information only for the purpose of fulfilling its obligations under this Agreement;

   
   

   2.   take strict precautions, at a minimum those as the receiving Party affords its own confidential information of a similar nature, which, in no event will be less than reasonable care, to safeguard and protect from direct or indirect disclosure to any other person or entity all Confidential Information disclosed by the disclosing Party to, or otherwise received by, the receiving Party;

   
   

   3.   not disclose any portion of the other Party’s Confidential Information to any third party without the other Party’s prior written consent; and

   
   

   4.   on expiry or on termination of this Agreement for any reason whatsoever, immediately return to the disclosing Party or, upon the disclosing Party's request destroy, all tangible materials concerning Confidential Information, including but not limited to memoranda, notes, reports, agreements, documents, drawings, products, disks and tapes, as well as all copies or extracts thereof, whether such material was made or compiled by the receiving Party or furnished by the disclosing Party, and upon request, certify to the other Party compliance with this requirement.

   
   

   9.2     Subcontractors.  Notwithstanding the foregoing, a Party may disclose Confidential Information: (i) to any consultants, contractors, and counsel who have a need to know in connection with this Agreement and who are bound by appropriate non-disclosure commitments to the disclosing party, or (ii) pursuant to legal process; provided that, the disclosing party will, unless legally prohibited, provide the non-disclosing party with reasonable prior written notice sufficient to permit it an opportunity to contest such disclosure.

   
   

   9.3     Exceptions.  The foregoing obligations of the receiving Party will not apply to Confidential Information: (a) that has become publicly known through no act of the receiving Party; (b) that has been received in good faith by the receiving Party from a third party which, to the knowledge of the receiving Party, was not under any duty of confidentiality; (c) that was in the legitimate possession of the receiving Party prior to disclosure hereunder; (d) that has been approved for disclosure by express written approval of the disclosing Party; (e) that has been disclosed pursuant to a legal requirement, provided the receiving Party has used commercially reasonable efforts to give the disclosing Party notice of the requirement and the opportunity to challenge it prior to disclosure; or (f) that has been independently developed by the receiving Party without use of any part of this Confidential Information.

   
   

   9.4     No License.  Except as specifically provided, this Agreement will not be construed as granting or conferring to any Party any rights by licence or otherwise in any Confidential Information of another Party, nor will it be regarded as any representation or warranty by the disclosing Party with respect to the infringement of the rights of any third party. All rights, titles and interest in and to all Confidential Information or other property furnished to a receiving Party, and all modifications or additions thereto by the receiving Party, will remain with or otherwise belong to the disclosing Party. Neither Party will use for any purpose, or copy in any form any Confidential Information of another Party other than as expressly in accordance with this Agreement or as may be otherwise approved in advance in writing by such other Party.

   
   

   9.5     Injunctive Relief.  Each Party acknowledges that any unauthorized use or disclosure of Confidential Information of the other Party is likely to cause immediate and irreparable damage to the other Party and, in such cases, the other Party will be entitled to apply for injunctive relief or any other remedy to ensure the protection of its Confidential Information, and this is in addition to any other recourse whatsoever it may have.




10. MUTUAL REPRESENTATIONS AND WARRANTIES

    
    

    Each Party represents, warrants and covenants to the other Party that:

    1.    It is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was organized, and is qualified to carry on its business in all jurisdictions where the nature of its business or the character or location of its assets make such qualification necessary;

    
    

    2.    It and all of its Personnel will and will throughout the Term comply with all Applicable Laws and obtain and at all times maintain all permits, certificates and licenses necessary or desirable for the proper conduct of its operations and its obligations according to this Agreement; and

    
    

    3.    It is not aware of any outstanding litigation, arbitration or other dispute to which it or its affiliates is a party that, if decided unfavorably to any of them may have a material adverse effect on the ability of either Party to comply with its obligations under this Agreement, and, if at any time throughout the Term such litigation, arbitration or other dispute arises, they will immediately notify the other party in writing.




11. WARRANTY DISCLAIMER

    
    

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZOLEO AND ITS SUPPLIERS PROVIDE THE SERVICE AND ANY SUPPORT SERVICES "AS IS", NOT SUBJECT TO ANY SERVICE LEVELS, AND WITH ALL FAULTS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, COMPATIBILITY OF SOFTWARE OR EQUIPMENT, OR ANY RESULTS TO BE ACHIEVED THEREFROM. ZOLEO MAKES NO WARRANTIES OR REPRESENTATIONS THAT ANY ASPECT OF THE SERVICE WILL BE FREE FROM LOSS OR LIABILITY ARISING OUT OF HACKING OR SIMILAR MALICIOUS ACTIVITY OR ANY ACT OR OMISSION OF DEVELOPER. THE ENTIRE RISK AS TO THE QUALITY OF OR THE USE OR PERFORMANCE OF THE SERVICE AND SUPPORT SERVICES, IF ANY, REMAINS WITH DEVELOPER.




12. LIMITATION OF LIABILITY AND REMEDIES

    
    

    TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ZOLEO, DEVELOPER NOR THEIR AFFILIATES, CONTRACTORS, SUPPLIERS OR AGENTS, SHALL BE LIABLE FOR ANY DIRECT OR INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, PUNITIVE, CONSEQUENTIAL DAMAGES, ANY LOST OR IMPUTED PROFITS OR REVENUES, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED, AND REGARDLESS OF WHETHER ZOLEO OR DEVELOPER, AS THE CASE MAY BE, HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY. Except with respect to (i) the indemnities below or (ii) willful misconduct or fraudulent activities, each party’s total liability with respect to any and all claims, regardless of the form of action, whether in contract, tort (including negligence and product liability), strict liability or otherwise, arising out of or in connection with the performance or non-performance of any obligations of such Party’s under this Agreement, shall be solely for direct damages, if any, and shall not exceed, in the aggregate, $1,000,000 United States dollars.




13. INDEMNIFICATION

    
    

    In addition to the indemnities provided by Developer to ZOLEO in Article 5.4 (End User Consent), Developer will indemnify and hold ZOLEO and its affiliates, contractors, suppliers and agents, and each of their respective directors, officers, employees, subcontractors and agents harmless against any and all liabilities, damages, costs or expenses (including reasonable legal fees and expenses) resulting from any demands, claims, actions, suits or proceedings brought by any third party against an ZOLEO by reason of, or arising out of, or relating to: (i) Developer’s use of the Service or ZOLEO Cloud Connect Data contrary to the terms of this Agreement; (ii) third party claims of infringement of any Intellectual Property Rights related to Developer’s performance of its obligations hereunder or any other actions or inaction by Developer; (iii) breach of this Agreement or any violation of Applicable Law by Developer, including any fines, penalties or similar charges levied by a governmental authority; or (iv) criminal or fraudulent acts or willful misconduct by Developer.




14. INSURANCE

    
    

    During the Term and for a period of two years thereafter, Developer will have and maintain in force, and will cause its Subcontractors to have and maintain in force, with reputable insurers against such risks and in such amounts that could reasonably be expected to be carried by persons acting prudently and in a similar business, including without limitation at a minimum:

    1.    commercial general liability insurance with a minimum combined limits of not less than five million dollars ($5,000,000) for each loss and ten million dollars ($10,000,000) in the aggregate with respect to products and completed operations liability;

    
    

    2.    crime and dishonesty insurance against the fraudulent or dishonest acts of employees, with a limit of not less than five million dollars ($5,000,000) per claim.

    
    

    3.    errors & omissions insurance with a minimum limit of five million dollars ($5,000,000) per claim.

    
    

    Upon written request, Developer agrees to provide proof of insurance to ZOLEO.




15. GENERAL PROVISIONS

    
    

    15.1     Notices.  All notices, consents, approvals, statements, authorizations, documents, or other communications (collectively “Notices”) required or permitted to be given hereunder will be in writing, and will be delivered personally, by email, at the addresses set forth hereunder, namely:

    If to ZOLEO:

      ZOLEO Inc.
      7A Taymall Avenue,
      Toronto, Ontario M8Z 3Y8 Canada
      Attention: Legal Department
      Email: legal@zoleoinc.com

    
    

    If to Developer: At the address listed below.




15.2     Severability.  If for any reason whatsoever, any term or condition of this Agreement or the application thereof to any Party or circumstance is to any extent invalid or unenforceable, all other terms and conditions of this Agreement or the application of such terms and conditions to Parties or circumstances will not be affected thereby and will be separately valid and enforceable to the fullest extent permitted by law. The unenforceable provision(s) will be deemed to be amended to the extent needed to render them enforceable, so as best to reflect the intentions of the Parties.




15.3     Waiver of Obligations/Rights Cumulative.  No waiver of any obligation, restriction or remedy, or failure; refusal or neglect to exercise any right under this Agreement will be valid unless executed in writing by the Party to be bound thereby, nor will it constitute a waiver of any other provision of this Agreement or any further or subsequent non-compliance with the same or any other provision. Except where specifically indicated in this Agreement that a right or remedy is exclusive, no exercise or enforcement of any right or remedy hereunder will preclude the exercise or enforcement of any other right or remedy to which any Party is entitled by law to enforce.




15.4     Further Assurances.  Each of the Parties will execute and deliver such further and other agreements, assurances, undertakings, acknowledgments, or documents, exercise their vote and influence, and do and perform and cause to be done and performed any further and any other acts and things as may be necessary or desirable in order to give full effect to this Agreement and every part hereof.




15.5     Binding Agreement.  Subject to the restrictions on assignment and transfer herein contained, this Agreement will enure to the benefit of and be binding upon all of the Parties hereto and their respective successors and permitted assigns.




15.6     Entire Agreement.  This Agreement together with all Schedules constitutes the entire agreement and understanding between the Parties relating to the subject matter hereof, and supersedes all other agreements, oral or written, made between the Parties with respect to such subject matter. Except as otherwise provided in this Agreement, this Agreement may not be amended or modified in any way except by a written instrument signed by duly authorized representatives of both Parties.




15.7     Independent Agreement.  Developer and ZOLEO agree that in performing their obligations under this Agreement, they are acting solely as independent contractors. Nothing in this Agreement constitutes or should be construed as creating a partnership, joint venture or any employer-employee relationship between Developer or any of its employees, contractors, or agents and ZOLEO or any of its employees, contractors, or agents.




15.8     Counterparts.  This Agreement may be signed in counterparts, each of which when signed and delivered will be deemed to be an original, but all such counterparts will together constitute one and the same instrument.




15.9     Governing Law.  This Agreement will be governed by the laws of the Province of Ontario, Canada without regard to conflicts of laws, and Developer and ZOLEO irrevocably consent to the exclusive jurisdiction of the Ontario courts.




15.10     Language.  The Parties have requested that this Agreement and all documents contemplated by this Agreement be drawn up in English. Les Parties à la présente ont exigé que cette entente et tous autres documents envisagés par la présente soient rédigés en anglais.

SCHEDULE A
ZOLEO CLOUD CONNECT SERVICES

The following is a list of ZOLEO Cloud Connect services available to developers. This list may vary from time to time as ZOLEO enhances and modifies the services. Developers should consult the latest developer guides list below for more details.

1.   ZOLEO Cloud Connect Deep Links

Deep links are a type of URL that send users directly to a mobile app on a user’s mobile device instead of a website or a store. Deep links do this by specifying a custom URL scheme (iOS Universal Links) or an intent URL (on Android devices) that opens the app if it’s already installed. They can also be set to direct users to specific events or pages. If the mobile app is not installed on the user’s device, the deep link will direct the user to the relevant app store to download the app.

ZOLEO Deep Links may be used from a Developer’s mobile app to open and invoke specific ZOLEO functions like initiate an SOS, send or review messages, view weather, and other functions as described below. Please refer to the ZOLEO Cloud Connect Deep Links Developer Guide for the most up to date details and technical interface requirements.

2.   ZOLEO Cloud Connect Data Feeds

ZOLEO Data Feeds is a push-based web service that, with end-user consent, provides a standardized, real-time, stream of event messages about one or more ZOLEO users to a Developer’s web-based application, such as check-in and location updates, SOS status, etc. Each event message is represented by a JSON schema. Messages are pushed to the Developer’s server/ URL/ web service using a secure HTTPS connection.

Enterprise Developers will only receive ZOLEO Cloud Connect Data for ZOLEO Devices within their ZOLEO Account, where end-user consent is the responsibility of the Enterprise Developer. Please refer to the ZOLEO Cloud Connect Enterprise Data Feed Developer Guide for further details.

Third Party Applications Developers will only receive ZOLEO Cloud Connect Data where the ZOLEO account holder has explicitly provided consent directly with ZOLEO when they request to link to the Developer application. Please refer to the ZOLEO Cloud Connect Enterprise Data Feed Developer Guide for further details.

3.   ZOLEO Cloud Connect Application Programming Interfaces (APIs)

ZOLEO Cloud Connect Application Programming Interfaces (APIs) provide a suite of request-based web services that allow authorized Developer applications to interact directly with the ZOLEO platform and associated devices via secure HTTPS connections. These APIs enable partners to send messages to users, retrieve location information, and remotely manage device tracking features using structured JSON payloads. Access requires end-user or account administrator consent, depending on the partnership type.

Enterprise Developers will only receive ZOLEO Cloud Connect API access for ZOLEO Devices within their ZOLEO Account, where end-user consent is the responsibility of the Enterprise Developer.

Third Party Applications Developers will only receive ZOLEO Cloud Connect API access where the ZOLEO account holder has explicitly provided consent directly with ZOLEO when they request to link to the Developer application.

Please refer to the ZOLEO Developer Portal for detailed technical specifications, authentication methods, and implementation examples.

SCHEDULE B
SECURITY AND PRIVACY POLICIES

1.   SECURITY CONTROLS

Developer will, as a minimum, implement the following information security policies, procedures, standards, guidelines and safeguards, normally within the context of an information security management system such as that defined in ISO/IEC 27001 to protect the security and confidentiality of Confidential Information and, in particular, ZOLEO Cloud Connect Data:

1.    Perform background checks on employees, independent contractors and others performing the activities contemplated by this Agreement in accordance with Applicable Laws and in no event a standard that is no less stringent than Developer uses with their own employees;




2.    Enforce access controls to restrict unauthorized disclosure, modification or destruction of information, including physical and logical access controls, procedures for granting, reviewing, updating and revoking access to systems, data and facilities, etc.;




3.    Follow information security incident management procedures including mandatory incident reporting;




4.    Return or destroy all information received from the other Party, as the case may be, upon the termination or expiry of this Agreement;




5.    Conduct specification, design, development, testing, implementation, configuration, management, maintenance, support and use of security controls within or associated with IT systems;




6.    Use anti-malware, anti-spam, firewalls and similar best practice controls;




7.    Apply IT change and configuration management, including vulnerability management, patching and verification of system security controls prior to the connection to the Service;




8.    Have business continuity arrangements including crisis and incident management, resilience, backups and IT disaster recovery; and




9.    Provide reasonable co-operation to the other Party to resolve any incidents related to the activities contemplated in this Agreement, including co-operating with and assisting, to the extent it is permitted by law, administrative, regulatory or criminal processes, furnishing such information as may be reasonably required, and facilitating audits or site visits.

2.   PRIVACY CONTROLS

Developer will, as a minimum, implement the following information privacy policies, procedures, standards, guidelines and safeguards intended to protect the security and confidentiality of Confidential Information and, in particular, ZOLEO Cloud Connect Data:

1.    Put effective administrative, technological and physical safeguards in place to stop theft, loss and unauthorized access, copying, modification, use, disclosure or disposal of information that are consistent with industry best practice;




2.    Educate its employees with respect to Privacy Laws and policies and take reasonable steps to ensure employees compliance through staff training, confidentiality agreements and employee sanctions, as needed;




3.    Ensure that employees who are fired or resign return all Information and cannot access applications, hardware, software, network and facilities belonging to either Party or either Party’s subcontractors, as the case may be;




4.    Use tools like virus protection software, to avoid viruses, worms, back doors, trap doors, time bombs and other malicious software;




5.    Maintain backup security and acceptable business recovery plans (including disaster recovery, data backup and alternate power);




6.    Share its privacy policy with ZOLEO and send any updates or changes made to their privacy policy during the term of the Agreement; and




7.    Permit representatives of ZOLEO to review Developer’s Privacy Policies and practices, including the training of relevant employees, as those policies and practices related to ZOLEO Cloud Connect.

3.   AUDIT

On reasonable written notice, Developer agrees to meet with representatives from ZOLEO to review and discuss any security and privacy issues as well as its compliance with the security and privacy obligations contained in the Agreement.