Last updated: March 27, 2025
This ZOLEO Connect Data Feeds Test Agreement (the “Agreement”) is entered into between the “Developer” listed in Schedule A and ZOLEO Inc. (“ZOLEO”) and is effective the date executed below by ZOLEO (the “Effective Date”).
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.
ZOLEO hereby grants to Developer a limited, non-exclusive, non-transferable, royalty-free, license 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.
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 various jurisdictions. Developer agrees not to share this data without proper consent.
Developer may access the Service as either:
Enterprise Developers: Attest to having obtained consent from all applicable end-users.
Third Party Application Developers: Acknowledge that ZOLEO will secure end-user consent directly.
Developer agrees to indemnify ZOLEO against privacy claims and to delete any ZOLEO Cloud Connect Data upon request.
This Agreement will commence on the Effective Date and terminate upon the earlier of:
Upon termination, each party shall return or destroy any Confidential Information of the other.
There is no charge to Developer or ZOLEO for evaluating and testing the Service; each party bears its own expenses.
Use of the Service is strictly limited to testing and evaluation unless otherwise agreed in writing by ZOLEO.
Developer will maintain a corporate information security program and immediately notify ZOLEO of any data breaches.
Developer will not reverse-engineer, sublicense, or otherwise misuse the Service.
ZOLEO will provide basic remote training and notice of any scheduled maintenance.
Each party agrees to protect the other’s Confidential Information, using at least the same standard of care as for its own.
ZOLEO and its suppliers retain all rights to the Service; no additional ownership rights are granted to Developer.
The Service is provided “AS IS” without warranties of any kind. All risk remains with Developer.
Neither party shall be liable for indirect or consequential damages. Total liability is capped at CAD $1,000,000.
Developer will indemnify ZOLEO against third-party claims arising from Developer’s use of the Service.
This Agreement is governed by the laws of the Province of Ontario, Canada, with exclusive jurisdiction in Ontario courts.
This Agreement and all related documents are drawn up in English.
The parties have executed this Agreement as of the Effective Date.