Two10degrees Sublicense Agreement

Two10degrees software and systems are an important component of ZOLEO’s overall functionality. Two10degrees Pty Ltd requires that all ZOLEO users accept the terms and conditions of this Sublicense Agreement.

1. Definitions:

   • Agreement: means this End User Sublicense Agreement.

   • Application Software: means the two10degrees Global Alerting Platform (GAP), and any subsequent derivations that may be alternately branded.

   • two10degrees: means two10degrees Pty Ltd (ABN 35 008 576 645).

   • Bankruptcy Event means a party:

     • enters into liquidation whether compulsory or voluntary (except for the purposes of bona fide reconstruction or amalgamation with the prior approval of the other party);
     • compounds with or makes any arrangement with its creditors or makes a general assignment for the benefit of its creditors, or if it has a receiver; manager, administrative, liquidator, receiver or administrator appointed over the whole or substantially the whole of its undertaking or assets;
     • ceases or threatens to cease to carry on its business;
     • states it is insolvent;
     • has proceedings brought against it under any bankruptcy or insolvency law and such proceedings are not discharged or stayed within thirty (30) days;
     • suffers any analogous process under any foreign law; or
     • cannot pay its debts as and when they fall due.

   • Claim: means, in relation to a party, a demand, threat, claim, action or proceeding made or brought by or against the party, however, arising and whether present, unascertained, immediate, future or contingent.

   • Commencement Date: means the start date of your ZOLEO subscription or ZOLEO End User License Agreement, whichever is earlier.

   • Consequential Loss :means any consequential, special or indirect damages and losses and any:

     • loss of profit, revenue, production, business opportunity, anticipated savings, benefits, goodwill or business, contracts, and data; or
     • corruption of data, increased or wasted overheads or expenses, whether in contract (including under any indemnity or warranty), tort, in equity, under statute or otherwise.

   • Expiry Date: means, in relation to a party, a demand, threat, claim, action or proceeding made or brought by or against the party, however, arising and whether present, unascertained, immediate, future or contingent.

   • Intellectual Property: means all intellectual property rights, title and interest including copyright, trademarks, patents, service marks, designs, inventions and trade secrets (whether registered or unregistered).

   • Software: means the software, firmware and intellectual property embodied in the Application Software.

   • Sublicense: means the licence granted in clause 3.1.

   • Updates: means all improvements, fixes, patches, modifications or adaptions made from time to time to the Software.

   • Warranty Period: means a period equal to the remaining term of this Agreement, ceasing on expiry or termination of this Agreement.

   • We, Us or Our :means ZOLEO Inc. 7A Taymall Avenue, Toronto, Ontario M8Z 3Y8.

   • you and your :means the person or entity registered as the licensee of the Software and includes its officers, employees, agents and contractors.

2. Acceptance of Terms:

   • By accessing or using the Application Software including any Updates, you agree to be bound by the terms of this Agreement. If you are accepting the terms of this Agreement on behalf of a company or entity, you represent and warrant that you have full authority to bind that company or entity to this Agreement.

   • If you do not accept the terms of this Agreement, you shall not access or use the Application Software.

3. Sublicense:

   • In consideration of the applicable fees you pay to us, we grant you a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable sublicense to use (but not commercialise) the Software solely for your own internal business purpose or personal use and on such other terms of this Agreement.

   • You understand and agree that:

     • we supply the Application Software to you and we are responsible to you for such supply;
     • you do not have a contractual relationship with two10degrees;
     • you will not make any claim against two10degrees arising from or in connection with our supply to you of the Application Software; and
     • where two10degrees has any rights under this Agreement, we enter into those relevant clauses as agent and for the benefit of two10degrees and such rights are enforceable by two10degrees.

4. Updates:

   • We may modify or update the Software with a more current version or model as released by two10degrees in its discretion from time to time. We will use reasonable endeavours to ensure that the more current version or model of any Software does not remove any material features from or materially reduce the functionality of the Application Software. Notwithstanding the foregoing, we as well as two10degrees are not required to develop or provide you with specific Updates.

5. Obligations:

   • You will not:

     • copy, reproduce, translate, dissemble, decompile, reverse assemble, reverse compile, reverse engineer, modify or improve the Software;
     • use the Software in situations where a fail-safe design is required, and failure of the Software may result in risk of property damage, personal injury or death and should not be used as a replacement for contacting official emergency service providers;
     • use the Application Software in contravention of this Agreement, any documentation enclosed or supplied by us or two10degrees with the Application Software or any applicable laws or regulations;
     • attempt to or cause, permit or encourage any other person to do any of the foregoing in this clause 5.1.

   • You will ensure any of your employees, sub-contractors and other agents who have access to the Software are made aware of and comply with this Agreement.

   • No provision of this Agreement will be interpreted as attempting to exclude or limit, or having the effect of excluding or limiting, the operation of any Copyright Law, if applicable. Any provision which is inconsistent with any such section will be read down or otherwise deemed to be varied to the extent necessary to preserve the operation of such sections.

6. Security:

   • We may terminate or suspend your Sublicense if we suspect (acting reasonably) fraudulent or unauthorised use of the Software.

   • You acknowledge that third parties (whether authorised) may monitor your use of any carriage services used in conjunction with the Application Software and we cannot provide any guarantees in relation to privacy or security in such circumstances. To the extent permitted by law, we exclude any liability for any loss, cost or expense which may result or be incurred for such breaches or threats of breaches to privacy or security.

7. Intellectual Property:

   • All rights, title and interests in the Intellectual Property in the Software and any related documentation (including copies) are and shall remain exclusively owned by two10degrees or its applicable licensors.

8. Warranties:

   • We warrant that during the Warranty Period, the Application Software will substantially perform in accordance with the written specifications that we issue with the Application Software or otherwise notify in writing to you.

   • For any liability which cannot lawfully be excluded, but can be limited, our liability is limited to our choice of re-supplying or paying the cost of re-supplying services.

   • To the extent permitted by law and subject to clauses 8.2 and 8.5, we make no other warranty or representation as to fitness for use or purpose, performance, durability or compatibility or otherwise or that the Application Software will be uninterrupted or error-free.

   • This clause 8.4 applies in respect of any supply made by us to you where you are a “Consumer” within the meaning of section 3(1) of the Australian Consumer Law (being Schedule 2 of the Competition and Consumer Act 2010). Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

   • The warranty in clause 8.4 does not apply to the extent you have caused the defects or failure.

9. Release and Limitation of Liability:

   • You release, indemnify and hold harmless two10degrees and their directors, officers, shareholders, employees from and against any and all damages, liabilities, costs, losses and expenses (including reasonable legal costs and fees) arising from or related to any claim, demand, complaint or action by a third party arising out of or incidental to any negligent or wilful acts, breaches or omissions under this Agreement including where you use the Software in situations where a fail-safe design is required and failure of the Software results in risk of property damage, personal injury or death.

   • To the extent permissible by law, two10degrees’ liability to you for all claims not caught by clause 9.1 is limited to $1,000 in the aggregate.

   • You agree that in no event will two10degrees be liable to you for any Consequential Loss arising under or in connection with this Agreement, the Sublicense or your use of the Software.

10. Term and Termination:

    • The Sublicense commences on and from the Commencement Date or such later date we agree and may be terminated in the following circumstances:

      • you breach any term or condition in this Agreement and fail to remedy that breach within fourteen (14) days of notice from us or immediately if the breach cannot be remedied; or
      • you are subject to a Bankruptcy Event.

    • To avoid doubt, when this Agreement terminates or expires so does the Sublicense.

    • Clauses 3.2, 5, 6.1, 7, 10.3 and 10.5 survive the termination of this Agreement.

    • This Agreement will commence on the Commencement Date and continue until the Expiry Date unless terminated earlier.

    • On the expiry or termination of this Agreement you must immediately cease using the Application Software.

11. General:

    • No right under this Agreement can be waived by a party unless such waiver is in writing signed by the party alleged to have waived the right. A waiver by a party pursuant to this clause will not prejudice the rights in respect of any subsequent breach of this Agreement by the other party.

    • If any provision of this Agreement is held invalid, unenforceable or illegal for any reason, this Agreement shall remain otherwise in full force apart from such provision, which shall be deemed deleted.

    • We may assign this Agreement to two10degrees where requested by two10degrees.