End User License Agreement
NOTICE TO USER: USE OF YOUR ZOLEO SOFTWARE CONSTITUTES YOUR AGREEMENT TO THESE TERMS AND CONDITIONS. PLEASE REVIEW THIS END USER LICENSE AGREEMENT CAREFULLY.
- End User License Agreement: This end user license agreement, as it may be amended from time to time (“EULA”) is a legal agreement between you and ZOLEO. You understand and agree that this EULA is enforceable like any written, negotiated agreement signed by you. This EULA applies to the use of any ZOLEO software, as more fully described below (“Software”), whether pre-installed on any ZOLEO device or product (a “ZOLEO Product”) and/or downloaded to your computer or smartphone. By using the Software, you accept all the terms and conditions of this EULA. Use of the ZOLEO Product, the Service and/or pressing the “I agree” button for a download of any updates, upgrades or supplements is considered use of the Software. If you do not agree to the terms of this EULA, do not use the Software and promptly return or delete the unused Software.
- Terms & Conditions: . The Software is required in order to use the “Service”, as that term is defined in the ZOLEO Subscriber Term & Conditions (the “ZOLEO T&Cs”), which can be found at www.zoleo.com. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the ZOLEO T&Cs. This EULA should be read in conjunction with the ZOLEO T&Cs. If you are using the Software in conjunction with a ZOLEO Product that has been provided to you by a subscriber to the Services, then you agree that it is a condition of this License that you will review and you hereby agree to the ZOLEO T&Cs as though you are a subscriber to the Services.
- Ownership and Grant of License: The Software consists of proprietary software, proprietary firmware and proprietary communication protocols in order to utilize the messaging function, which includes but is not limited to Messages and an SOS Emergency Signal as part of the Services (together, the “ZOLEO Messaging”). This Software may be owned by ZOLEO or by Third-Party Service Providers. This EULA grants a license (“License”) that permits you to use the Software, whether as required for your use of the ZOLEO Product, the Service, or through an application installed on your smartphone. This License is non-exclusive and non-transferable and does not permit you to sub-license or modify the Software in any way. This License is also subject to the limitations and conditions of this EULA and the ZOLEO T&Cs, which govern the provision of the Service. All rights not specifically granted in this EULA are reserved by ZOLEO, and its affiliates or the respective Third-Party Service Providers. You acknowledge and agree that ZOLEO and/or Third-Party Service Providers own(s) all intellectual property rights, title, and interest in or, if applicable, licenses to the Software, including, but not limited to, all trademarks, copyrights, data, and content. All title and intellectual property rights in the Software may be protected by applicable copyright or other intellectual property laws and treaties. Your use of the Software is solely controlled by this EULA which cannot be changed except as permitted herein or by a written agreement between you and ZOLEO. The Software is licensed to you for your use and is not sold to you. The License and your use of the Software may be terminated by ZOLEO at any time, pursuant to the terms of this EULA.
- Mapping & Location Features: ANY MAPPING AND LOCATION FEATURES OR FUNCTIONALITY CONTAINED IN ANY SOFTWARE ARE SUITABLE AND INTENDED ONLY FOR GENERAL VISUAL REFERENCE USE AND SHOULD NOT BE USED FOR ANY PURPOSE REQUIRING EXACT MEASUREMENT OF DISTANCE OR DIRECTION, OR FOR PRECISE ADDRESS LOCATION OR IN THE DEPICTION OF GEOGRAPHIC FEATURES.
- Other Restrictions on Use: You agree that you will not copy, sell, license, distribute, transfer, modify, adapt, translate, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Software for any purpose. You agree that you will not attempt to circumvent or defeat the security or content usage rules contained in the Software and/or use the Software in violation of any law or third-party rights. Some of the geographic data that you may have access to is licensed from third parties, and is subject to any and all restrictions imposed on ZOLEO by such third-parties as further detailed in the ZOLEO T&Cs.
- Software Changes and Updates: You agree that ZOLEO or its Third-Party Service Providers may make changes to the Software and associated Services in order to comply with applicable laws, to maintain or improve the Software and/or the Services or for other business reasons, without notice to you and without liability for any changes in your ability to use the Software, ZOLEO Product and/or Service, including compatibility issues, as a result of such changes. These updates may take the form of bug fixes, enhanced functions, new software modules and completely new versions. This License does not grant any rights to obtain future upgrades, updates or supplements of the Software. If upgrades, updates or supplements of the Software are obtained, however, the use of such upgrades or updates is governed by this EULA and the amendments that may accompany them and may be subject to additional payments and conditions. ZOLEO highly recommends that you ensure that all ZOLEO Products have the most recent Software and firmware versions available and that these versions are compatible with each other. ZOLEO reserves the right to require you to install the most recent Software version in order to obtain continued Service. Any such mandatory Software updates will be at no additional cost to you.
- Content License from You: You agree that you are solely responsible for (and that ZOLEO has no responsibility to you or to any third-party for) any content that you create, transmit or display while using the Software and/or the Service and for the consequences of your actions by doing so. You acknowledge that the ZOLEO Messaging may include your location information. Furthermore, by accepting the License, you hereby agree to permit ZOLEO to make such content, which may include but is not limited to your location, available to other companies, organizations or individuals as required for the provision of Services. ZOLEO may also disclose such personal data as may be in the possession of ZOLEO to third-party service providers and/or competent legal authority in connection with your use of the SOS Emergency Service associated with your Service Plan in order to assist in the effectuation of a rescue. In order to provide the Service, ZOLEO may be required to transmit or distribute your content over various public communications networks and in various media. ZOLEO may also be required to make changes to your content if so required by the technical requirements of connecting networks, devices, services or media. ZOLEO reserves the right to disclose personal and location data as well as remotely activate SOS Emergency Service features when notified by competent legal authority that a distress situation exists for the user.
- Term and Termination: The License commences upon your use of the Software, including any updates, and is effective until terminated by you or ZOLEO. If you want to terminate, you may do so by ceasing to utilize the ZOLEO product and terminating the associated Service, as applicable, pursuant to the ZOLEO T&Cs. You agree that ZOLEO may terminate this EULA, the License, your use of the Software and the provision of associated Services to you at any time without notice or liability to you for any reason, including but not limited to your breach of this EULA or if you act in any manner which indicates that you do not intend to, or are unable to, comply with the EULA. ZOLEO may also terminate this EULA if required to do so by law. In such event, you must cease using the ZOLEO Product and Service. All provisions relating to confidentiality, indemnity, proprietary rights, and non-disclosure shall survive the termination of this EULA. All other rights and obligations of the parties shall cease upon termination of this EULA including, but not limited to, the License and all other licenses granted hereunder. If terminated by ZOLEO, ZOLEO may place a notice on your account or may send an email message to your last email address known to ZOLEO. ZOLEO will have no liability if you do not receive ZOLEO’s notification.
- Export Restrictions: The Software may be subject to export controls or restrictions by the United States or other countries or territories. You agree to comply with all applicable U.S. and international export laws and regulations, including restrictions on destinations, end users, and end use. You agree not to export or re-export the Software or the ZOLEO Product to any country in violation of the export control laws of the United States of America. The Software may not be exported or re-exported into any U.S. embargoed countries or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the ZOLEO Product or Service for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
- Indemnity: To the maximum extent permitted by law, you agree to indemnify, defend and hold harmless ZOLEO and its affiliates, Third-Party Service Providers, licensors and suppliers and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or in connection with your use of the Software.
- Disclaimer of Warranty: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE AND SERVICE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND ALL OTHER WARRANTIES, REPRESENTATIONS, AND CONDITIONS (EXPRESS OR IMPLIED) INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS REGARDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THAT THE SOFTWARE AND/OR SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION WILL BE WITHOUT INTERRUPTION OR ERROR-FREE, OF SATISFACTORY QUALITY, OF QUIET ENJOYMENT, THAT ANY DEFECTS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE WILL NOT INFRINGE ON ANY THIRD-PARTY RIGHTS OR ANY OTHER EXPRESS OR IMPLIED WARRANTY ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, ARE HEREBY EXPRESSLY EXCLUDED FROM THIS EULA TO THE FULLEST EXTENT PERMITTED BY LAW. ZOLEO GIVES NO WARRANTY IN RELATION TO THE AVAILABILITY, SUITABILITY OR ACCURACY OF THE SOFTWARE, THE SERVICE OR IN RELATION TO AVAILABILITY, SUITABILITY OR MAINTENANCE OF THE SATELLITE SYSTEMS USED BY THE ZOLEO PRODUCT TO TRANSMIT DATA TRANSMISSIONS, INCLUDING SOS EMERGENCY SIGNALS. ZOLEO MAKES NO WARRANTIES RESPECTING ANY HARM THAT MAY BE CAUSED BY TRANSMISSION OF A COMPUTER VIRUS, HACKING BY A THIRD-PARTY, WORM, TIME BOMB, LOGIC BOMB, OR OTHER SUCH COMPUTER PROGRAM. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY DISTRIBUTOR, RESELLER OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR ZOLEO PRODUCT OR OTHER DEVICE, OR LOSS OF DATA THAT RESULTS FROM SUCH USE. THE SOFTWARE IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, LIFE SUPPORT SYSTEMS, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, OR ANY OTHER ACTIVITIES IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
- Limitation of Liability: TO THE FULLEST EXTENT PERMITTED BY LAW, ZOLEO AND ITS THIRD-PARTY SERVICE PROVIDERS AND AFFILIATES, AND THEIR AFFILIATES, RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, AGENTS AND SUPPLIERS HEREBY EXPRESSLY EXCLUDE LIABILITY FOR ANY DAMAGES OR CLAIMS, INCLUDING INJURY OR DEATH, AND ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, RELIANCE, EXEMPLARY OR PUNITIVE LOSS, DAMAGE, COSTS OR EXPENSES (INCLUDING LOSS OF INCOME, MEDICAL AND OTHER EXPENSES, LOSS OF GUIDANCE, CARE AND COMPANIONSHIP) WHICH MAY ARISE OUT OF OR IN CONNECTION WITH THE PROVISION OF THE SOFTWARE AND/OR SERVICE (INCLUDING ANY DELAY IN PROVIDING OR FAILURE TO PROVIDE THE SERVICE) OR ITS USE BY YOU OR BY ANOTHER PERSON WHETHER OR NOT AUTHORIZED BY YOU TO UTILIZE THE SOFTWARE AND/OR SERVICE. ZOLEO AND ITS AFFILIATES AND/OR SERVICE PROVIDERS, INCLUDING GEOS, IRIDIUM COMMUNICATIONS, TWO10DEGREES, ZOLEO INC. AND THEIR AFFILIATES, AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, AGENTS AND SUPPLIERS EXCLUDE ALL LIABILITY, WHETHER RESULTING FROM CONTRACT, TORT (INCLUDING LIABILITY FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) OR OTHERWISE IN RESPECT OF ANY LOSS, DAMAGE, COSTS, EXPENSES OR OTHER CLAIMS RESULTING FROM THE ACTS OR OMISSIONS OF SUCH PARTIES, FOR ANY FAULTS, FAILURES OR INADEQUACIES OF THE SATELLITE SYSTEM, THE SOFTWARE, THE SERVICE AND/OR THE SOS EMERGENCY SERVICE AND RESPONSE. THIS LIMITATION INCLUDES ANY FAILURE OR DELAY IN THE PROVISION OF SERVICES AS SPECIFIED IN THE ZOLEO T&Cs. IN NO EVENT SHALL THE TOTAL, MAXIMUM, AGGREGATE LIABILITY OF ZOLEO AND ITS THIRD-PARTY SERVICE PROVIDERS, AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, AGENTS AND SUPPLIERS, FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS EULA OR THE SOFTWARE EXCEED THE AMOUNT OF THE SERVICE FEE PAID BY YOU TO ZOLEO IN THE TWELVE (12) MONTHS PRECEDING ANY CLAIM FOR LOSS OR DAMAGES.
- Changes to the EULA: ZOLEO reserves the right to revise the terms and conditions of this EULA at any time. You can find the most current EULA at www.zoleo.com. You understand and agree that if you use the Software or the Services after the date on which the terms and conditions of this EULA have been revised, you will have been deemed to accept the revised EULA.
- Governing Law: This EULA is governed by the laws of the Province of Ontario, Canada without giving effect to conflicts of laws principles. You hereby expressly consent to venue for any action by ZOLEO or any of its suppliers to enforce the provisions of this EULA in Ontario, Canada, and waive any rights to claim the same is an inconvenient forum.
- Entire Agreement: This EULA and the ZOLEO T&Cs, where applicable, constitute the entire agreement between the Parties with respect to the subject matter hereof. Any headings are provided for convenience only.
- Assignment: You may not assign this EULA or any of your rights or obligations hereunder, but ZOLEO may assign this EULA and any of its rights and obligations hereunder and this EULA shall inure to the benefit of and is binding on ZOLEO’s respective successors and assigns.
- No Waiver, Survival: The failure of ZOLEO to exercise or enforce any right under this EULA shall not constitute a waiver of such right. All rights and remedies granted to ZOLEO are cumulative and not alternate. If any provision of this EULA is found invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining terms and conditions of this EULA, and the parties shall substitute a valid provision that most nearly approximates the intent and economic effect of the invalid or unenforceable one. Any provisions that expressly or by their nature should survive termination of this EULA, including payment obligations, disclaimer of warranty, rights of indemnity and limitation of liability, shall survive such termination.