ZOLEO CLOUD CONNECT DATA FEEDS TEST AGREEMENT

1. ZOLEO 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, 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.

   
   

   1.1     Limited License.  ZOLEO hereby grants to Developer a limited, non-exclusive, non-transferable, royalty-free, licence to use and connect to the Service for the Term strictly for the purpose of integration testing and evaluation by Developer. Developer may enroll a maximum of twenty-five (25) ZOLEO Devices in the Service for testing and evaluation unless agreed to otherwise by ZOLEO at its sole discretion. Developer understands that access to the production instance of the Service will require a separate license and agreement with ZOLEO.

   
   

   1.2     Privacy.  Developer understands and acknowledges that information about ZOLEO End-users and ZOLEO Devices such as device IMEI, user location, check-in status, SOS emergency state and/or other information (collectively the “ZOLEO Cloud Connect Data”) is personally identifiable information protected under the laws of the United States, Canada, Australia, the UK, the EU and other jurisdictions that requires consent by ZOLEO End-users to share such information with Developer. Developer understands and agrees that they may not under any circumstances Share ZOLEO Cloud Connect Data with any third parties without the consent of ZOLEO and the ZOLEO End-user

   
   

   1.3     Enrolment.  Developer may access the Service as (i) an Enterprise Developer who is also a ZOLEO customer, requesting access to ZOLEO Cloud Connect Data for ZOLEO Devices exclusively within their ZOLEO account, or (ii) a Third-Party Application Developer, requesting access to ZOLEO Cloud Connect Data where a ZOLEO End-user has provided consent to share the information by linking their device to the Third-Party Application Developer service. Developer agrees to provide the information requested in Schedule A, and if an Enterprise Developer, provide a list of active ZOLEO Device IMEIs that will be used with the Service that are owned and/or controlled by Developer (for example, internal employee devices) or managed by Developer on behalf of third parties, if requested by ZOLEO.

   
   

   1.4     End User Consent 

   1.  Enterprise Developers: 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.  Third Party Application Developers. Developer acknowledges that ZOLEO will seek consent from ZOLEO End-users directly in advance of transmitting ZOLEO Cloud Connect Data for such ZOLEO End-users, and that ZOLEO End-users may withdraw and/or modify their consent to transmit their ZOLEO Cloud Connect Data to Developer at any time.

      
      

      In both cases, Developer agrees to indemnify ZOLEO and hold ZOLEO harmless with regards to privacy claims and the use of the ZOLEO Cloud Connect Data by Developer. Developer also 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.

   
   



2. TERM

   This Agreement will commence on the Effective Date and terminate upon the earlier of the date that is: (a) six (6) months after the Effective Date; and (b) ten (10) business days after written notice of termination is given by either party with or without cause. Upon termination of this Agreement, each party will return or destroy any documentation or other tangible information provided by other party, including without limitation all Confidential Information.



3. COST OF EVALUATION AND TESTING

   There is no charge to Developer or ZOLEO for evaluating and testing the Service, and each party will be responsible for all of its own expenses.



4. COMPLIANCE AND SECURITY

   
   

   4.1     Authorized Purpose.  Developer may not use any part of the Service for any purpose other than the testing and evaluation described herein, or in or with production applications without ZOLEO’s prior written approval. Developer will use the results from any testing hereunder solely for internal purposes and not for any commercial purpose.

   
   

   4.2     Security.  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. 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.

   
   

   4.3     Proper Use.  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 may not rent, lease, sell, sublicense, assign, or otherwise transfer, or reverse engineer, disassemble or decompile any part of the Service.

   
   



5. SUPPORT AND MAINTENANCE

   
   

   5.1     Support.  ZOLEO will make commercially reasonable efforts to provide basic remote training and support on an as-needed basis to facilitate the Developer’s use of the Service but is not obligated to provide Developer with any other technical support, maintenance, bug-fixes, workarounds, upgrades or updates to the Service.

   
   

   5.2     Maintenance.  ZOLEO will provide 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.

   
   



6. CONFIDENTIALITY

   
   

   6.1     "Confidential Information"  means non-public information of the parties hereto relating to their business activities, financial affairs, technology, marketing or sales plans that is exchanged by the parties in the formation and implementation of the Agreement, including the terms hereof, and including all personal information disclosed by Developer for purposes of this Agreement, which shall be deemed to be Developer Confidential Information, and test results and feedback from Developer related to the testing conducted under this Agreement. Confidential Information will not include information which: (i) is or becomes public knowledge through no breach of this Agreement by the receiving party, (ii) is received by recipient from a third party not under a duty of confidence, or (iii) is already known or is independently developed by the receiving party without use of the other party’s Confidential Information.

   
   

   6.2     Protection.  Neither party will, without the prior written consent of the other party, use or disclose any Confidential Information of the other party. Each party will take all reasonable precautions to protect the other party's Confidential Information, using at least the same standard of care as it uses to maintain the confidentiality of its own Confidential Information. 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.

   
   

   6.3     No Disclosure.  The Service and all of its components and features, (including but not limited to the existence or features of the Service, results of Service use or testing, Service performance, or comparison of the Service to any other released or unreleased product) is proprietary and deemed to be Confidential Information of ZOLEO and its suppliers. Except as expressly stated herein, Developer agrees not to disclose or provide any documentation or information relating to the Service, including the results of any test or evaluation to any third party without ZOLEO’s prior written approval.

   
   

   6.4     Survival.  The provisions of this Agreement relating to Confidential Information will survive any termination or expiration of this Agreement.



7. INTELLECTUAL PROPERTY

   
   

   7.1     Ownership.  Except as otherwise specifically provided for in this Agreement, Developer understands and agrees that ZOLEO and its suppliers shall retain all rights, title and any other interest in the Service and the underlying platform. No rights of ownerships or any license to use the Service or any part thereof shall be deemed to have been assigned or transferred to Developer except as specifically stated herein. All other rights are reserved by ZOLEO and its suppliers.

   
   

   7.2     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.



8. 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.




9. 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 Canadian dollars.




10. INDEMNITY

    
    

    Developer will hold harmless, defend and indemnify ZOLEO and its affiliates, contractors, suppliers or agents, and each of their employees, officers, directors, agents, and subcontractors from and against any claims, lawsuits, or demands of any third party that may arise from ZOLEO End-users, and Developer’s use of the Service.




11. GOVERNING LAW

    
    

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



12. 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
DATA DESTRUCTION

Data Destruction:
Upon completion of testing, Developer agrees to destroy the ZOLEO Cloud Connect Data received during the test within 90 days of completing the test. The destruction of such information must be confirmed to ZOLEO in writing by signing the attestation of data destruction below.

Attestation of Data Destruction
Developer confirms that all ZOLEO Cloud Connect Data and any other information that may identify ZOLEO End-users collected by Developer during the trial period has been destroyed in a secure and irreversible manner.