Website Terms and Conditions

1. Introduction and Acceptance

   1.1 Who we are. This website, located at www.zoleo.com, together with any other ZOLEO web page, microsite, landing page, online form, support page or community page that links to these terms (collectively, the “Site”), is owned and operated by ZOLEO Inc. (“ZOLEO,” “we,” “us” or “our”). In these Website Terms and Conditions (these “Terms”), “you” and “your” mean the person accessing or using the Site.
   
   1.2 Your agreement. By accessing or using the Site, submitting any form, content or request through it, or indicating your acceptance, you agree to these Terms and any additional terms referred to in them. If you do not agree, please do not use the Site.
   
   1.3 Please read carefully. These Terms limit our liability, disclaim warranties, require you to indemnify us and govern how disputes are resolved.
   
   1.4 Eligibility. The Site is intended for use by individuals who have reached the age of majority in the jurisdiction in which they reside. The Site is not directed to children. If you are under the age of majority, you may use the Site only with the involvement and permission of a parent or legal guardian, and you may not submit content to us or participate in any Program (as defined in Section 10) except as expressly permitted by the applicable Program Terms. 

2. Scope of These Terms and Related ZOLEO Terms 

   2.1 What these Terms cover. These Terms govern your access to and use of the public-facing Site, including its informational content, forms and submission tools, support, Help Centre and community pages, and any Program that links to these Terms. They do not govern ZOLEO devices, apps, software, service plans or services (including satellite messaging, location sharing, check-in and SOS), or any account used to activate, administer or manage them. 
   
   2.2 Separate ZOLEO terms. The following documents, each available on the Site, apply according to their own terms and only to the subject matter they cover: (a) the ZOLEO Service Terms, which govern ZOLEO products, service plans, activation, accounts, the SOS Emergency Service, messaging, location sharing, billing, cancellation and related services; (b) the ZOLEO End User License Agreement (the “EULA”), which governs ZOLEO software and app use; (c) the ZOLEO Privacy Policy, which governs the collection, use, disclosure, retention and protection of personal information; (d) the ZOLEO Limited Lifetime Device Warranty and any other warranty, return or exchange terms; and (e) our cookie settings and accessibility statement. Accounts are generally required only to activate, administer or manage a purchased ZOLEO product and its associated service. Nothing in these Terms amends, replaces, limits or expands those documents. 
   
   2.3 Order of precedence. If these Terms conflict with any document listed in Section 2.2 or with any Program Terms (as defined in Section 10.3), the document that most specifically addresses the relevant subject matter governs to the extent of the conflict. These Terms do not create any additional product, service, software, warranty, privacy or support commitment.
   

3. Changes to These Terms and to the Site 

   3.1 Changes to these Terms. We may amend or replace these Terms at any time by posting the revised Terms on the Site with an updated “Last Updated” date. Changes are effective when posted unless we state otherwise, and your continued use of the Site after that date constitutes your acceptance of them.
   
   3.2 Changes to the Site. We may, at any time and without notice or liability to you, modify, suspend, discontinue or restrict access to the Site or any part of it, including any page, feature, form, Program or content.
   

4. Accuracy of Information 

   4.1 General information only. Site content, including product descriptions, specifications, availability, offers and pricing, is provided for general information purposes only and may contain errors or omissions. We do not warrant that it is accurate, complete or current, and we may correct, change or remove it at any time without notice. 
   
   4.2 No reliance. You should not rely on the Site as the sole basis for decisions, including decisions relating to safety, travel, emergency preparedness, coverage, connectivity or purchases. Any reliance you place on the Site is at your own risk. 

5. Privacy, Cookies and Electronic Communications 

   5.1 Privacy Policy. Our collection, use, disclosure, retention and protection of personal information, including through the Site, support channels, Programs, cookies and analytics, is described in the ZOLEO Privacy Policy, which governs to the extent of any conflict with these Terms about privacy practices. Privacy questions may be directed to privacy@zoleoinc.com.
   
   5.2 Cookies and analytics. The Site uses cookies, pixels, analytics tools and similar technologies, including third-party analytics and advertising technologies, as described in our Privacy Policy. You may manage certain of these technologies through our cookie settings tool and your browser settings, although disabling them may affect Site functionality.
   
   5.3 Marketing communications. Signing up for our mailing list is optional. Participating in a Program, submitting content or a support request, or purchasing a product does not enrol you in our mailing list, and we will not require marketing consent as a condition of participation unless it is necessary to deliver what you have asked for. You may withdraw your consent to marketing messages at any time using the unsubscribe mechanism in each message.
   
   5.4 Transactional communications. We may email you or post notices on the Site as necessary to respond to your request, administer a Program, fulfil a Reward, provide support or comply with applicable law. 
   

6. Site Content and Our Intellectual Property 

   6.1 Ownership. The Site and all content, materials and features available on or through it, including text, graphics, photographs, videos, audio, software, designs, data and their selection and arrangement (collectively, the “Site Content”), are owned by us or our licensors and are protected by intellectual property laws. All rights not expressly granted in these Terms are reserved.
   
   6.2 Brand features. ZOLEO, the ZOLEO logo and our other trade-marks, trade names, logos and brand elements (the “Brand Features”) are owned by us or used under licence. Except as permitted in these Terms or by written agreement with us, you may not use or register any Brand Feature or any confusingly similar mark, including in any domain name, social media handle, hashtag or keyword advertising. Third-party marks on the Site belong to their respective owners.
   
   6.3 Press and media assets. Any logo, image or other asset we make available for press, retailer or partner use may be used only in accordance with any accompanying brand guidelines or as otherwise approved by us in writing.
   

7. Licence to Use the Site 

   7.1 Limited licence. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable licence to access and use the Site, and to download or print a reasonable number of pages, for your own personal, non-commercial purposes, provided you do not remove any proprietary notices. Any other copying, distribution, modification or commercial use of the Site Content requires our prior written consent. We may suspend or revoke this licence at any time in accordance with Section 19.
   

8. User Conduct and Prohibited Uses 

   8.1 General obligations. You must use the Site only for lawful purposes and in accordance with these Terms. You are responsible for any content you submit.
   
   8.2 Prohibited conduct. Without limiting Section 8.1, you must not: 

   (a) use the Site in breach of any applicable law; 
   
   (b) use the Site to transmit or submit any content that is unlawful, defamatory, libellous, harassing, threatening, abusive, hateful, discriminatory, obscene, sexually explicit, violent or otherwise objectionable; 
   
   (c) impersonate any person or entity, misrepresent your affiliation with any person or entity, or submit content under a false identity;
   
   (d) upload or transmit any virus, malware or other harmful code;
   
   (e) attempt to gain unauthorized access to, interfere with, overload or disrupt the Site or any connected system or network, or circumvent any security feature or usage limit;
   
   (f) use any robot, scraper, crawler or other automated means to access, copy or extract any part of the Site or the Site Content, including product listings, images or prices, except for search engine indexing in accordance with our robots exclusion file;
   
   (g) reverse engineer or attempt to derive the source code of any software used on the Site, except where that restriction is prohibited by law;
   
   (h) frame or mirror any part of the Site, or link to it in a way that suggests an affiliation or endorsement that does not exist;
   
   (i) harvest personal information about others, or use the Site to send spam or unsolicited commercial messages;
   
   (j) use the Site or the Site Content to develop a competing product or service; or
   
   (k) encourage or assist anyone else to do any of the foregoing.
   
   8.3 Enforcement. We are not obligated to monitor the Site, but we may investigate any suspected breach of this Section 8 and take any action we consider appropriate, including removing content, restricting your access and cooperating with law enforcement.
   

9. Submissions, Feedback and User Content 

   9.1 What this Section covers. From time to time, we may invite you to submit stories, photographs, videos, audio recordings, reviews, testimonials, comments, captions, survey responses, questions, support requests, posts to community or Help Centre pages, or other text, images, materials or information, whether through the Site, through a form, by email, by telephone, by video or audio call, or through a social media platform (collectively, “User Content”). This Section 9 applies to User Content submitted through the Site or in connection with a Program. It does not apply to messages, location information or other content transmitted through ZOLEO devices, the ZOLEO app, ZOLEO software or ZOLEO services, which are governed by the Service Terms, the EULA and the Privacy Policy.
   
   9.2 Your content remains yours. As between you and us, you retain ownership of your User Content, subject to the licence you grant us in Section 9.3.
   
   9.3 Licence to us. By submitting User Content, you grant us a non-exclusive, perpetual, irrevocable (subject to Section 9.10), worldwide, royalty-free, transferable and sublicensable licence to use, reproduce, publish, display, distribute, translate, edit, adapt and create derivative works of your User Content, in whole or in part, in any media now known or later developed, for our marketing, advertising, promotional, product development, support and other business purposes, including on our websites, social media and email channels, in paid advertising, printed materials and packaging, and at trade shows and retail or event displays. We may sublicense these rights to our affiliates, agencies, retailers, distributors and service providers acting on our behalf.
   
   9.4 Editing and presentation. We may crop or resize photographs, shorten or edit videos, audio and written stories, add captions, overlays or subtitles, translate text, and change formatting to suit a channel. We will not use your User Content in a way that materially misrepresents your experience or materially changes the meaning of what you said.
   
   9.5 Image, voice and likeness. You consent to our use of your image, voice, likeness, first name, city or region, and any other personal attributes captured in or submitted with your User Content, in connection with the uses described in Section 9.3, without further notice, review, approval or compensation. We will not publish your email address, telephone number, home address or other private contact details in connection with your User Content. We are not obligated to credit you each time we use your User Content. To the fullest extent permitted by applicable law, you waive any moral rights you may have in your User Content, including rights of attribution and integrity, in favour of us and our sublicensees; where a waiver is not permitted, you agree not to assert those rights against us or our sublicensees in a manner that would prevent the uses described in these Terms.
   
   9.6 Your representations. Each time you submit User Content, you represent and warrant that: 

   (a) the User Content reflects your genuine experience, opinions and honest views, and is not false, misleading or deceptive, whether in its literal meaning or in the general impression it conveys;
   
   (b) any statement you make about the performance, durability, efficacy, coverage or results of a ZOLEO product or service describes your own actual experience and does not purport to be a general performance claim;
   
   (c) you own or have obtained all rights, licences, consents, releases and permissions necessary to grant the rights in this Section 9, including with respect to any music, artwork, footage, imagery, trade-marks, logos or other third-party material included in your User Content, and including clearance for advertising and commercial uses;
   
   (d) every identifiable individual appearing or heard in your User Content has consented to its submission and to the promotional and commercial uses described in these Terms;
   
   (e) for any identifiable child or other person who has not reached the age of majority, you have obtained the express permission of that person’s parent or legal guardian for the submission and for those uses;
   
   (f) the User Content does not infringe or violate the intellectual property, privacy, publicity, confidentiality, contractual or other rights of any person; and
   
   (g) the User Content complies with Section 8.2 and with all applicable laws, including advertising, marketing and consumer protection laws.
   
   9.7 Proof of permissions. We may ask you to provide written confirmation, releases or other reasonable proof of the consents, permissions and clearances described in Section 9.6 before we use your User Content, and we may decline to use your User Content if that proof is not provided to our satisfaction.
   
   9.8 No obligation to publish; moderation. Submitting User Content does not guarantee that we will use or publish it. We may review, moderate, decline, edit, remove, refuse to post, or discontinue the use of any User Content at any time, with or without notice and for any reason, including where it does not meet these Terms or is unsuitable for the intended use. We do not endorse, and we are not responsible for, any User Content submitted by others, including content posted on community or Help Centre pages.
   
   9.9 No confidential submissions. You should not submit, and you agree not to submit, any confidential, proprietary or sensitive information through the Site, through a support request, or in connection with a Program. Except as expressly provided in the Privacy Policy or in Program Terms that state otherwise, all submissions are treated as non-confidential and non-proprietary, and we assume no obligation of confidentiality with respect to them.
   
   9.10 Withdrawing your permission. You may ask us to stop using your User Content by contacting us at marketing.na@zoleoinc.com with enough information to identify your submission. Once we have verified your request, we will stop making new uses of your User Content, will remove it from the digital channels we control within 3–5 business days, and will ask service providers using it on our behalf to stop, in each case subject to applicable legal requirements. Withdrawal operates going forward only and cannot undo uses already made. For example, we may be unable to recall printed or distributed materials, advertising already placed, or copies shared independently by others. We will explain any limits when we respond to your request.
   
   9.11 Feedback. You may choose to provide, or we may invite you to provide, ideas, comments, suggestions, questions, criticism, feature requests, survey responses, usability observations, design input or other feedback about ZOLEO, our products, services, website or business (collectively, “Feedback”). All Feedback is given voluntarily and is non-confidential. You grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable and sublicensable right and licence to use, disclose, reproduce, modify and exploit the Feedback for any purpose, including to develop, improve, market and commercialize our products, services and roadmap, without restriction, attribution, accounting or compensation of any kind. Nothing in these Terms obliges us to use any Feedback or to keep it confidential.
   
   9.12 Your responsibility. You are solely responsible for your User Content and Feedback. Please keep your own copy of anything you submit, as we are not responsible for its loss or deletion.
   

10. Programs: Campaigns, Pilots, Surveys, Advisory Boards, Rewards and Promotions 

    10.1 Programs generally. From time to time we may offer, operate or participate in programs, campaigns and activities that invite you to engage with us (each, a “Program”). Programs may include, without limitation: content submission and storytelling campaigns; testimonial, review and ambassador programs; social media campaigns, hashtag campaigns and challenges; surveys, questionnaires, polls and interviews; user research sessions, focus groups and customer advisory boards; beta, trial, early access and pilot programs; referral, loyalty and community programs; and offers, discounts, rewards, gifts, sweepstakes, contests and other promotions. Participation is always voluntary.
    
    10.2 These Terms apply to Programs. These Terms, including Sections 8, 9 and 11, apply to your participation in any Program that links to or references these Terms. Your submission of content or information in connection with a Program is User Content or Feedback, as applicable, and is governed by Section 9.
    
    10.3 Program Terms govern specific Programs. A Program may have its own official rules, eligibility criteria, offer conditions, consent language, participation agreement, privacy notice or other supplemental terms (“Program Terms”), which may be presented to you on a form, in a checkbox, by email, in a posted rules page. By participating in a Program, you agree to the applicable Program Terms in addition to these Terms. If there is a conflict between these Terms and the Program Terms, the Program Terms govern with respect to that Program, and only to the extent of the conflict.
    
    10.4 Eligibility and operation. We may set and change eligibility criteria for any Program, including criteria based on age, residence, jurisdiction, customer status, product ownership or other factors. We may limit the number of participants or submissions, verify eligibility, require additional information, disqualify any participant or submission, and modify, suspend, shorten, extend, discontinue or cancel any Program at any time, in each case without notice or liability to you, except where prohibited by applicable law.
    
    10.5 Gifts, rewards and incentives. Where a Program offers a gift, free product, accessory, credit, discount, sample, loyalty benefit or other reward (a “Reward”), the Reward is subject to the applicable eligibility and redemption rules, including eligible locations, dates, submission requirements, quantity limits, substitution rights, applicable taxes and any shipping or handling charges. Unless the Program Terms state otherwise: (a) you are not required to give a positive review, rating, recommendation or endorsement in order to be eligible for a Reward; (b) whether you receive a Reward does not depend on whether we publish your User Content or on whether your comments are favourable; (c) Rewards have no cash value and may not be exchanged, transferred or resold; and (d) you are responsible for any taxes or reporting obligations associated with a Reward.
    
    10.6 Disclosure of material connections. Where we publish or share User Content as a testimonial, review, endorsement or similar representation, and the contributor received a Reward or has another material connection to us, we will disclose that connection in a clear and prominent manner in connection with that use. If you share content about ZOLEO after receiving a Reward or other benefit from us, you agree to disclose that connection clearly and prominently in your own posts, and to comply with any applicable platform disclosure requirements and advertising standards. 
    

11. Social Media and Third-Party Platforms 

    11.1 Our social media presence. We maintain pages, accounts and channels on third-party social media platforms, including Facebook, Instagram, YouTube and LinkedIn. Those pages are hosted by the platform operators and not on our servers. Your use of any platform is governed by that platform’s own terms of use, community guidelines and privacy policy, which you should read. We do not control, and we are not responsible for, the operation, availability, security, advertising practices or data practices of any platform.
    
    11.2 Content you post on platforms. If you post, tag, comment or use a ZOLEO hashtag on a social media platform in connection with a Program or in response to an invitation from us, that content is User Content and Sections 8, 9 and 10 apply to it, in addition to the platform’s own terms.
    
    11.3 Moderation on platforms. We may hide, delete, report or respond to comments and posts on our social media pages, and may block or restrict users, in accordance with the applicable platform’s tools and policies. We are not responsible for content posted by other users on any platform.
    
    11.4 No platform endorsement. Unless we expressly state otherwise, no Program is sponsored, endorsed or administered by, or associated with, any social media platform. 
    

12. Third-Party Links, Retailers and Partner Content 

    12.1 Links to third-party sites. The Site may contain links to, integrations with, or content from websites, applications, services, advertisements and resources operated by third parties (“Third-Party Sites”). Those links are provided for your convenience and information only. We do not control Third-Party Sites and we are not responsible for their content, accuracy, products, services, pricing, availability, security, privacy practices or terms of use. A link does not imply affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by us. You access Third-Party Sites at your own risk and subject to their own terms.
    
    12.2 Retailers, resellers and “where to buy”. The Site may identify authorized retailers, resellers, distributors, online stores and store locations where ZOLEO products may be purchased. Those businesses are independent of us. Any purchase you make from a retailer or online store is a transaction between you and that business, and is governed by its terms of sale, pricing, availability, shipping, payment, return, exchange and refund policies, not by these Terms. Pricing and availability shown on a third-party store are controlled by that business and may differ from information on the Site. We are not responsible for the acts, omissions, representations or products of any third-party retailer or reseller, and store locator or listing information may be incomplete or out of date.
    
    12.3 Third-party reviews and ratings. Customer reviews, ratings and testimonials displayed on the Site or on retailer sites reflect the views of the individuals who provided them and not our views. We do not warrant their accuracy or that any individual’s experience is typical of what you will experience.
    
    12.4 Third-party components. The Site may include third-party plug-ins, maps, embedded media, payment, chat or analytics tools, which may be subject to their own terms, and we make no warranty with respect to them.
    

13. Product Information, Availability and Purchases 

    13.1 Availability and international access. The Site may refer to products, services, coverage, offers or Programs that are not available in your country or region. We may restrict the availability of the Site, any Program or any offer to particular persons or areas at any time. If you access the Site from outside Canada, you are responsible for complying with local laws, including any rules relating to satellite communication devices.
    
    13.2 Purchases and warranty. Any purchase of a ZOLEO product, any service plan subscription or activation, and any warranty matter, whether made or handled through the Site, a ZOLEO portal, an authorized retailer or an app store, is governed by the documents described in Section 2.2 and any order or checkout terms presented to you at the time, and not by these Terms. Nothing on the Site creates any additional warranty, service commitment or software licence.
    

14. Support, Help Centre and Community Areas 

    14.1 Support channels. We make support resources available on the Site, including our Help Centre, our Contact Us page, our published support telephone numbers and our “submit a request” forms. Published support hours, telephone numbers and response practices are provided for information only, may change without notice, and do not constitute a service level commitment or a guarantee of availability, response time or resolution.
    
    14.2 Help Centre content. Articles, guides, FAQs, troubleshooting steps, announcements and other Help Centre content are provided for general guidance only, may not apply to your device, plan, firmware version or circumstances, and may become out of date. You are responsible for determining whether any guidance is appropriate for your situation, and you should not rely on Help Centre content in an emergency or safety-critical situation.
    
    14.3 Community areas. Any community, forum, comment or discussion area on the Site allows users to post content. Content posted by other users is their own, is not reviewed or endorsed by us, and may be inaccurate, incomplete or unsuitable. We have no obligation to monitor community areas, but we may remove content, restrict access and take other action in accordance with Section 8.3 and Section 9.8.
    
    14.4 Support submissions; no emergency use. Information you submit through a support request, chat or community post on the Site is subject to Section 9, including Sections 9.9 and 9.11. Do not use the Site or any support channel to report an emergency. Emergency assistance is available only through the SOS functionality described in the ZOLEO Service Terms or through local emergency services. 
    

15. No Warranties 

    15.1 AS IS. THE SITE, THE SITE CONTENT, ANY PROGRAM AND ALL INFORMATION, MATERIALS, FORMS, TOOLS AND FEATURES MADE AVAILABLE ON OR THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, COLLATERAL OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY AND NON-INFRINGEMENT.
    
    15.2 NO ASSURANCE OF PERFORMANCE. WE DO NOT WARRANT THAT THE SITE OR ANY PROGRAM WILL MEET YOUR REQUIREMENTS, BE ACCURATE OR COMPLETE, OPERATE WITHOUT INTERRUPTION OR ERROR, OR BE SECURE OR FREE OF HARMFUL COMPONENTS.
    

16. Limitation of Liability 

    16.1 NO INDIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS (COLLECTIVELY, “OUR REPRESENTATIVES”) BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, AGGRAVATED OR PUNITIVE DAMAGES, OR FOR ANY DAMAGES CHARACTERIZED AS LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF BUSINESS OR OPPORTUNITY, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, PERSONAL INJURY OR PROPERTY DAMAGE, ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE SITE CONTENT, ANY PROGRAM, ANY USER CONTENT, ANY THIRD-PARTY SITE OR THESE TERMS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR ANY OTHER THEORY, AND WHETHER OR NOT WE OR OUR REPRESENTATIVES WERE ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
    
    16.2 AGGREGATE CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY AND THAT OF OUR REPRESENTATIVES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SITE, ANY PROGRAM OR THESE TERMS WILL NOT EXCEED CAD $100. THIS SECTION 16 APPLIES ONLY TO CLAIMS GOVERNED BY THESE TERMS. CLAIMS RELATING TO ZOLEO PRODUCTS, SERVICE PLANS, SOFTWARE OR WARRANTY OBLIGATIONS ARE SUBJECT TO THE LIMITATIONS IN THE APPLICABLE SEPARATE ZOLEO DOCUMENT.
    
    16.3 Third-party conduct. We are not liable for the acts, omissions, content or conduct of any other user of the Site, any contributor of User Content, any third-party retailer, any social media platform or any operator of a Third-Party Site.
    
    16.4 Exceptions. Nothing in these Terms excludes or limits liability for fraud or any other liability that cannot lawfully be excluded or limited, and Section 20.3 applies to this Section 16. The limitations in this Section apply even if a remedy fails of its essential purpose.
    

17. Indemnity 

    17.1 Your indemnity. To the fullest extent permitted by applicable law, you agree to indemnify and hold harmless ZOLEO and Our Representatives from any losses, claims, liabilities, costs and expenses, including reasonable legal fees, arising out of: (a) your breach of these Terms or any Program Terms; (b) your misuse of the Site; (c) your User Content or Feedback, including any claim that it infringes the rights of any person or that a required consent or permission (including a parental or guardian permission) was not obtained; or (d) your violation of any law or the rights of any third party.
    
    17.2 Conduct of claims. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with us. You will not settle any such matter in a way that imposes any obligation or admission on us without our prior written consent.
    

18. Export Controls, Sanctions and Compliance 

    18.1 Export and sanctions. You must not access or use the Site or any Program in violation of Canadian, United States or other applicable export control or sanctions laws, and you represent that you are not located in a comprehensively sanctioned country or territory or named on any restricted party list. Export and sanctions obligations relating to ZOLEO products, services and software are addressed in the Service Terms and the EULA.
    

19. Suspension and Termination of Access 

    19.1 Our rights. We may, at any time and in our sole discretion, with or without notice and without liability to you, restrict, suspend or terminate your access to the Site or to any Program, in whole or in part, including where we reasonably believe you have breached these Terms or any Program Terms, where required by law, or for operational, security or business reasons.
    
    19.2 Effect. Upon termination of your access, the licence in Section 7 ends and you must stop using the Site and destroy any downloaded Site Content. Termination does not affect the licences you granted us under Section 9 or any rights or obligations that accrued before termination.
    
    19.3 Equitable relief. You acknowledge that use of the Site in breach of these Terms may cause us irreparable harm for which monetary damages would be an inadequate remedy, and that we are entitled to seek injunctive and other equitable relief in addition to any other remedy available at law or in equity, without the need to post security.
    

20. Governing Law, Jurisdiction and Consumer Rights 

    20.1 Governing law. These Terms, and any dispute, claim or matter arising out of or in connection with them or your use of the Site, are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in that province, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
    
    20.2 Jurisdiction. You agree that the courts of the Province of Ontario, sitting in the City of Toronto, have jurisdiction over any dispute arising out of or in connection with these Terms or your use of the Site, and you attorn to the jurisdiction of those courts. This Section does not deprive you of the protection of any mandatory provision of the law of the jurisdiction in which you reside, including any right you may have to bring proceedings in the courts of that jurisdiction where applicable law so permits.
    
    20.3 Mandatory consumer rights. If you are a consumer, nothing in these Terms removes, restricts, modifies or waives any right, remedy, warranty, guarantee, limitation period or class proceeding right conferred on you by applicable consumer protection legislation that cannot be removed, restricted, modified or waived by agreement, including the Consumer Protection Act, 2002 (Ontario) and equivalent legislation in other provinces and territories. Any provision of these Terms that would otherwise do so is, to that extent and in respect of you, of no force or effect.
    

21. General 

    21.1 Entire agreement for Site use. These Terms, together with any applicable Program Terms, are the entire agreement between you and us regarding your use of the Site and supersede any prior understandings on that subject. They do not supersede or merge with the documents described in Section 2.2 or any other ZOLEO agreement that governs a different subject matter.
    
    21.2 Severability. If any provision of these Terms is determined to be unlawful, void or unenforceable, that provision will be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion will be severed without affecting the validity and enforceability of the remaining provisions.
    
    21.3 No waiver. Our failure or delay in exercising or enforcing any right or provision of these Terms does not constitute a waiver of that right or provision. A waiver is effective only if it is in writing and signed by us, and applies only to the specific instance identified.
    
    21.4 Assignment. You may not assign or transfer these Terms, or any of your rights or obligations under them, without our prior written consent. We may assign or transfer these Terms, in whole or in part, without restriction, including to an affiliate or in connection with a merger, amalgamation, reorganization, financing or sale of all or substantially all of our assets or business.
    
    21.5 No agency. No joint venture, partnership, employment, franchise or agency relationship exists between you and us as a result of these Terms, your use of the Site or your participation in a Program, and you are not entitled to act as our spokesperson or representative or to speak on our behalf.
    
    21.6 Force majeure. We are not liable for any failure or delay caused by circumstances beyond our reasonable control, including natural events, epidemics, war, civil unrest, labour disruption, network, hosting or power failures, cyber attacks or governmental action.
    
    21.7 Survival. Sections 4 (Accuracy of Information), 6 (Site Content and Our Intellectual Property), 9 (Submissions, Feedback and User Content), 10.5 and 10.6, 12 (Third-Party Links, Retailers and Partner Content), 15 (No Warranties), 16 (Limitation of Liability), 17 (Indemnity), 18 (Export Controls, Sanctions and Compliance), 19.2 and 19.3, 20 (Governing Law, Jurisdiction and Consumer Rights), 21 (General) and 22 (Contact Us), together with any other provision that by its nature should survive, will survive any termination of these Terms or of your access to the Site.
    
    21.8 Notices. We may provide notices to you by posting them on the Site, by email to any address you have provided, or by any other reasonable means. Notices to us must be sent to the address or email address set out in Section 22 and are effective on receipt.
    
    21.9 Language. It is the express wish of the parties that these Terms and all related documents be drawn up in English. Les parties conviennent que la présente convention et tous les documents s’y rattachant soient rédigés en anglais.
    
    21.10 Headings and interpretation. Headings are for convenience only and do not affect interpretation. “Including” and “includes” mean including without limitation. References to a document include that document as amended, supplemented or replaced from time to time. 
    

22. Contact Us 

    22.1 General enquiries. Questions, comments or requests regarding these Terms may be sent to us at: 
    
    ZOLEO Inc. 

    7A Taymall Avenue 

    Toronto, Ontario M8Z 3Y8 

    Canada 

    Email: info@zoleoinc.com
    
    22.2 Other contacts. Privacy enquiries: privacy@zoleoinc.com. Content submission, Program and withdrawal requests: marketing.na@zoleoinc.com. For customer support enquiries, please visit our Help Centre, our Contact Us page.