ZOLEO CLOUD CONNECT TERMS OF USE
(COMMERCIAL ACCESS)

1. ABOUT THE CLOUD CONNECT SERVICE

   
   

   The ZOLEO Cloud Connect Service is a cloud-based service that provides near real-time data feeds and other application programming interfaces (APIs) to access the ZOLEO Product and Services, including information about ZOLEO End Users (as defined herein), 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 the applicable technical documentation.

   
   

   “ZOLEO End Users” means individuals who own or are assigned a ZOLEO account with one or more ZOLEO Products and who have authority to provide consent to share information about those Products and Services within their ZOLEO account. In some cases, a company or organization may administer such accounts and provide consent on behalf of its personnel or authorized users

   
   

   “Authorized Integrators” means any third party, including a contractor, service provider, or system integrator, that is authorized by you to access or use the Cloud Connect Service on your behalf.



2. LIMITED LICENSE TO USE THE CLOUD CONNECT SERVICE

   
   

   ZOLEO grants you a limited, revocable, non-exclusive, and non-transferable licence to access and use the Cloud Connect Service solely for your internal business purposes in connection with ZOLEO Products and Services. ZOLEO may suspend, revoke, or terminate this licence at any time for breach of these Cloud Connect Terms or if continued use presents a security, operational, or legal risk. This licence does not grant any right to resell, distribute, or sublicense the Cloud Connect Service or any data obtained from it.



3. DURATION AND TERMINATION

   
   

   These Cloud Connect Terms apply for as long as you have an active ZOLEO Service Plan and access or use the Cloud Connect Service in connection with this ZOLEO Service Plan. If your ZOLEO Service Plan is terminated, suspended, or otherwise inactive, your right to access and use the Cloud Connect Service will automatically terminate.

   
   

   ZOLEO may modify, suspend, or discontinue the Cloud Connect Service at any time in accordance with these Cloud Connect Terms.

   
   

   ZOLEO may terminate or suspend your access to the Cloud Connect Service immediately if:

   1.   you breach any material term of these Cloud Connect Terms and fail to cure such breach within thirty (30) days after receiving written notice from ZOLEO;

   
   

   2.   you breach any provision relating to intellectual property, confidentiality, privacy, or information security and fail to cure such breach within five (5) business days after receiving written notice from ZOLEO; or

   
   

   3.  you become insolvent, cease or threaten to cease carrying on business, make an assignment for the benefit of creditors, or have bankruptcy, liquidation, or similar proceedings instituted by or against you.

   
   

   Upon termination, your right to access and use the Cloud Connect Service ends immediately, and ZOLEO may disconnect or disable any API credentials or system integrations associated with your account. Certain provisions continue after termination as described in the General Terms.




4. FEES AND PAYMENT

   
   

   The Cloud Connect Service is offered as a value-added service provided by ZOLEO in connection with your use of ZOLEO Products and Services. Unless otherwise specified in an applicable ZOLEO Sales Order or other purchase document, there are no separate fees for access to the Cloud Connect Service. You are responsible for any costs associated with your integration, testing, or interconnection to the Cloud Connect Service, where applicable. If ZOLEO introduces fees for the Cloud Connect Service in the future, you agree to pay such fees in accordance with the payment terms stated in the applicable Sales Order or other written agreement with ZOLEO.



5. YOUR RESPONSIBILITIES AND END USER CONTENT

   
   

   You may use the Cloud Connect Service and any ZOLEO Cloud Connect Data only for the purpose of supporting or enhancing your use of ZOLEO Products and Services, and solely for the benefit of ZOLEO End Users associated with your account. At your option, you may share ZOLEO Cloud Connect Data with third parties; however, ZOLEO will provide access to the Cloud Connect Service only to those third parties that you have specifically designated and authorized as Authorized Integrators. Each Authorized Integrator shall access and use the Cloud Connect Service solely on your behalf and only to the extent necessary to support your authorized use of the ZOLEO Products and Services.

   
   

   You agree to comply with all applicable laws and regulations in connection with your use of the Cloud Connect Service, including all privacy, data-protection, and export laws in every jurisdiction where ZOLEO Products or Services are offered.

   
   

   Access to the Cloud Connect Service is subject to ZOLEO’s oversight, and ZOLEO may at any time require written confirmation of any Authorized Integrator, suspend an Authorized Integrator’s access, or revoke credentials if misuse, security risk, or non-compliance is suspected. ZOLEO reserves the right to take reasonable steps to ensure that any data shared through the Cloud Connect Service is used only for legitimate purposes related to your ZOLEO Products and Services and in compliance with these Cloud Connect Terms.

   
   

   You are responsible for obtaining and maintaining all necessary consents from your ZOLEO End Users to enable ZOLEO to process and share ZOLEO Cloud Connect Data through the Cloud Connect Service and to provide such data to any Authorized Integrators or other third parties you designate. ZOLEO End Users may, under applicable privacy laws, withdraw or modify their consent to share or retain Personal Information at any time, including by disconnecting their ZOLEO Products from the Cloud Connect Service. If any ZOLEO End User withdraws consent, or if ZOLEO instructs you to do so, you must promptly delete the applicable ZOLEO Cloud Connect Data and provide written attestation of such deletion within a commercially reasonable timeframe following the request. You must also delete any ZOLEO Cloud Connect Data that you receive in error or for any ZOLEO Product or Service not authorized for your use.

   
   

   You remain fully responsible and liable for the acts and omissions of any Authorized Integrators or other third parties you designate or authorize that access or use the Cloud Connect Service on your behalf.




6. SECURITY AND BREACH NOTIFICATION

   
   

   You must implement and maintain commercially reasonable, industry-standard administrative, technical, and physical safeguards to protect any data you receive through the Cloud Connect Service and ensure that any Authorized Integrators and other third parties acting on your behalf do the same.

   
   

   You represent and warrant that you have implemented, and will maintain, an information-security program consistent with applicable laws and industry standards to protect ZOLEO Cloud Connect Data from loss, misuse, and unauthorized access or disclosure. If you confirm a breach that compromises ZOLEO Cloud Connect Data, you must notify ZOLEO at privacy@zoleoinc.com without undue delay and in any event within seventy-two (72) hours of such confirmation, describe the nature and scope of the incident, the affected data, and corrective actions, and promptly remediate the incident at your sole cost and expense. ZOLEO reserves the right to suspend or terminate access to the Cloud Connect Service immediately in the event of an actual or suspected security incident or non-compliance.



7. FAIR USAGE AND ABUSE

   
   

   ZOLEO may limit, throttle, or suspend access to the Cloud Connect Service if usage materially impacts system performance, exceeds reasonable thresholds (for example, more than 1,500 events per device per month), or otherwise creates a security or operational risk. ZOLEO may modify applicable fair-usage thresholds from time to time by updating these Cloud Connect Terms. You must not use the Cloud Connect Service in any way that interferes with its normal operation or circumvents access or authentication controls.

   
   

   You may not modify, attempt to modify, reverse engineer, disassemble, or decompile any part of the Cloud Connect Service or assist others to do so. ZOLEO may immediately suspend access without prior notice if such activity is detected.



8. AUDIT AND NO RESALE

   
   

   ZOLEO may review usage or audit your compliance with these Cloud Connect Terms to investigate misuse or security issues. You may not resell or commercially distribute the Cloud Connect Service, the Cloud Connect Data, or any data obtained through it. This audit right continues for one (1) year after termination of these Cloud Connect Terms.



9. ZOLEO SUPPORT AND CHANGES TO THE CLOUD CONNECT SERVICE

   
   

   ZOLEO will make commercially reasonable efforts to provide limited technical support related to ZOLEO Products and Services and the available Cloud Connect documentation during normal business hours. Such support may include assistance with onboarding and basic integration setup but does not extend to training, consulting, or troubleshooting your implementation or use of any APIs or integrations. ZOLEO may enhance, modify, or discontinue any portion of the Cloud Connect Service or its documentation upon reasonable advance notice (not less than 60 days where practicable).




10. BRANDING AND PUBLICITY

    
    

    Neither you nor ZOLEO may use the other’s name, logo, or trademarks in marketing or publicity materials without prior written consent.




11. INTELLECTUAL PROPERTY

    
    

    ZOLEO and its licensors retain all right, title, and interest in and to the Cloud Connect Service, the ZOLEO Cloud Connect Data, and all related software, documentation, and intellectual-property rights. Except for the limited licence expressly granted in these Cloud Connect Terms, you obtain no rights in or to any ZOLEO intellectual property. You may not use any ZOLEO intellectual property for any purpose other than as expressly permitted under these Cloud Connect Terms.

    
    

    If you choose to provide ideas, suggestions, or feedback to ZOLEO about the Cloud Connect Service (the “Feedback”), you agree that ZOLEO owns all rights in such Feedback and may use it for any purpose without restriction or obligation to you.

    
    

    Except as expressly provided in these Cloud Connect Terms, no rights or licences are granted by implication, estoppel, or otherwise.




12. CONFIDENTIAL INFORMATION

    
    

    Each party may receive Confidential Information from the other. The receiving party must not disclose or use such information except to perform under these Cloud Connect Terms and must protect it with the same degree of care it uses for its own confidential information (but not less than reasonable care). The receiving party is responsible for ensuring that its employees, contractors, service providers, and any other persons acting on its behalf comply with these confidentiality obligations. These obligations do not apply to information that is public, previously known, independently developed, or disclosed under legal requirement. Each party acknowledges that unauthorized disclosure may cause irreparable harm and that injunctive relief may be an appropriate remedy.

    
    

    These representations are in addition to, and do not limit, any other representations, warranties, or covenants made elsewhere in these Cloud Connect Terms.




13. REPRESENTATIONS AND WARRANTIES

    
    

    Each party represents and warrants that it is duly organized, validly existing, and authorized to enter into these Cloud Connect Terms, and will comply with all applicable laws in performing its obligations. Each party further represents and warrants that it, its personnel, and any third parties acting on its behalf will obtain and maintain all licenses, permits, and approvals required to perform its obligations under these Cloud Connect Terms, and that it is not aware of any legal proceeding that would materially affect its or their ability to perform such obligations. If such a proceeding arises during the term, the affected party will promptly notify the other.

    
    

    Each party represents and warrants that it is duly organized, validly existing, and authorized to enter into these Cloud Connect Terms, and will comply with all applicable laws in performing its obligations. Each party further represents and warrants that it, its personnel, and any third parties acting on its behalf will obtain and maintain all licenses, permits, and approvals required to perform its obligations under these Cloud Connect Terms, and that it is not aware of any legal proceeding that would materially affect its or their ability to perform such obligations. If such a proceeding arises during the term, the affected party will promptly notify the other.




14. WARRANTY DISCLAIMER

    
    

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZOLEO AND ITS SUPPLIERS PROVIDE THE CLOUD CONNECT SERVICE AND ANY RELATED 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 CLOUD CONNECT SERVICE WILL BE FREE FROM LOSS OR LIABILITY ARISING OUT OF HACKING, SECURITY BREACHES, MALICIOUS ACTIVITY, OR ANY ACT OR OMISSION OF YOU OR ANY THIRD PARTY. THE ENTIRE RISK AS TO THE QUALITY, USE, AND PERFORMANCE OF THE CLOUD CONNECT SERVICE AND ANY SUPPORT SERVICES REMAINS WITH YOU.




15. LIMITATION OF LIABILITY

    
    

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ZOLEO NOR YOU NOR ANY OF THEIR OR YOUR AFFILIATES, CONTRACTORS, SUPPLIERS, OR AGENTS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOST OR IMPUTED PROFITS OR REVENUES, LOSS OF DATA, LOSS OF USE, OR COST OF SUBSTITUTE GOODS OR SERVICES, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED AND REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    
    

    EXCEPT WITH RESPECT TO (I) THE INDEMNITIES PROVIDED IN THESE CLOUD CONNECT TERMS OR (II) WILLFUL MISCONDUCT, FRAUD, GROSS NEGLIGENCE, OR BREACH OF CONFIDENTIALITY OR SECURITY OBLIGATIONS, EACH PARTY’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND PRODUCT LIABILITY), STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THESE CLOUD CONNECT TERMS SHALL BE LIMITED SOLELY TO DIRECT DAMAGES AND SHALL NOT EXCEED, IN THE AGGREGATE, THE TOTAL FEES PAID BY YOU TO ZOLEO FOR THE AGGREGATE ZOLEO PRODUCTS AND SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.




16. INDEMNIFICATION

    
    

    YOU WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS ZOLEO AND ITS AFFILIATES, CONTRACTORS, SUPPLIERS, AND AGENTS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SUBCONTRACTORS, AND REPRESENTATIVES, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE LEGAL FEES AND EXPENSES) ARISING OUT OF OR RELATING TO:

    1.   YOUR OR ANY AUTHORIZED THIRD PARTY’S USE OF THE CLOUD CONNECT SERVICE OR ZOLEO CLOUD CONNECT DATA CONTRARY TO THESE CLOUD CONNECT TERMS;

    
    

    2.   ANY ALLEGATION THAT YOUR INTEGRATION, CONTENT, OR MATERIALS INFRINGE OR MISAPPROPRIATE ANY INTELLECTUAL-PROPERTY RIGHT OF A THIRD PARTY;

    
    

    3.   YOUR BREACH OF THESE CLOUD CONNECT TERMS, INCLUDING ANY FAILURE TO COMPLY WITH YOUR OBLIGATIONS RELATING TO END-USER CONSENT, PRIVACY, CONFIDENTIALITY, OR SECURITY;

    
    

    4.   YOUR VIOLATION OF ANY APPLICABLE LAW OR REGULATION, INCLUDING ANY FINES OR PENALTIES IMPOSED BY A GOVERNMENTAL AUTHORITY; OR

    
    

    5.   YOUR FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE.

    
    

    ZOLEO MAY, AT ITS OPTION, PARTICIPATE IN THE DEFENSE OF ANY CLAIM WITH COUNSEL OF ITS CHOICE, AT ITS OWN EXPENSE. THIS INDEMNITY IS IN ADDITION TO ANY OTHER RIGHTS OR REMEDIES AVAILABLE TO ZOLEO UNDER THESE CLOUD CONNECT TERMS OR AT LAW.




17. INSURANCE

    
    

    You shall maintain commercially reasonable insurance, including Technology Errors & Omissions or Cyber Liability coverage of not less than USD $1 million per claim and shall provide proof of coverage upon request.




18. GENERAL TERMS

    
    

    Notices. Notices and other communications under these Cloud Connect Terms must be sent by email. Notices to ZOLEO should be sent to legal@zoleoinc.com, and notices to you will be sent to the email associated with your ZOLEO account.

    
    

    Entire Agreement. These Cloud Connect Terms supplement and are incorporated by reference into the ZOLEO Service Terms, which govern the overall relationship between you and ZOLEO. Together, they constitute the entire agreement relating to the Cloud Connect Service. Headings are for convenience only and do not affect interpretation.

    
    

    No Waiver, Severability, and Survival. The failure of ZOLEO to exercise or enforce any right under these Cloud Connect Terms shall not constitute a waiver of such right. All rights and remedies available to ZOLEO are cumulative. If any provision of these Cloud Connect Terms is determined by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Provisions that by their nature should survive termination, including warranty disclaimers, limitations of liability, indemnities, and confidentiality obligations, shall survive.

    
    

    Assignment. You may not assign or transfer these Cloud Connect Terms or any rights or obligations hereunder without ZOLEO’s prior written consent. ZOLEO may assign these Cloud Connect Terms to any affiliate or successor in interest without restriction.




19. GOVERNING LAW AND JURISDICTION

    
    

    These Cloud Connect Terms are governed by and construed in accordance with the laws of the Province of Ontario, Canada, and the laws of Canada applicable therein, without giving effect to conflict-of-laws principles. You and ZOLEO agree to submit to the exclusive jurisdiction of the courts located in Toronto, Ontario.

    
    

    For clarity, the ZOLEO Service Terms specify the applicable Service Provider and local jurisdiction for ZOLEO Products and Services based on your location; in the event of any inconsistency, the jurisdiction set out in the Service Terms will prevail.




20. LANGUAGE

    THE PARTIES HAVE REQUESTED THAT THESE CLOUD CONNECT TERMS BE DRAWN UP IN ENGLISH.

    LES PARTIES ONT EXIGÉ QUE LES PRÉSENTES MODALITÉS SOIENT RÉDIGÉES EN ANGLAIS.




21. MODIFICATIONS TO THESE CLOUD CONNECT TERMS

    ZOLEO may modify these Cloud Connect Terms from time to time by posting a revised version on its website. The revised version will take effect upon posting unless stated otherwise.




22. CONTACT INFORMATION

    If you have any questions about these Cloud Connect Terms, contact ZOLEO at legal@zoleoinc.com.