Zonar MyView™ Authorized End User Access Agreement

Exhibit A: Zonar MyView™ Authorized End User Access Agreement (“EUAA”)

THIS EUAA GOVERNS YOUR USE OF ZONAR MyView™. ZONAR MyView IS A PRIVATE-LABEL APPLICATION OWNED, PROVIDED AND MAINTAINED BY ByteCurve. ByteCurve HOSTS MyView-RELATED DATA. PLEASE READ THIS EUAA CAREFULLY.

PLEASE DO NOT ATTEMPT TO USE ANY MOBILE DEVICE WHILE DRIVING.

1. Definitions. Any capitalized term not defined herein shall have the definition ascribed your Zonar service agreement (“Service Agreement”).
   1. “Aggregated Statistics” means data and information related to Customer’s use of the MyView Services that is used by Grantor in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the MyView Services.
   2. “Authorized User” means Customer’s employees, consultants, contractors, and agents, as well as parents of students and any other persons (i) who are authorized by Customer to access and use the MyView Services under the rights granted to Customer pursuant to this EUAA and (ii) for whom access to the MyView Services has been purchased hereunder.
   3. “ByteCurve” or “Grantor” means Bytecurve Holdings, LLC, a Delaware limited liability company, owner of all intellectual property rights in the MyView Services, and any other party that provides the MyView Services to Zonar.
   4. “Documentation” means any of the user manuals, handbooks, and user guides relating to the MyView Services provided by Zonar to Customer either electronically or in hard copy form and/or end user documentation relating to the MyView Services made available to Customer.
   5. “MyView IP” means the MyView Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the provision of the MyView Services. For the avoidance of doubt, MyView IP includes Aggregated Statistics and any information, data, or other content derived from the ByteCurve’s monitoring of Customer’s access to or use of the MyView Services but does not include User Data.
   6. “MyView Services” means the MyView™ application, a school bus tracking mobile application for parents and school district dispatcher portal, as further described in the Documentation and as may be updated from time-to-time, and the associated services.
   7. “User Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the MyView Services.
2. Access and Use.
   1. Provision of Access. Subject to and conditioned on Customer’s payment of the Fees and compliance with all the terms and conditions of the Service Agreement and this EUAA, Zonar hereby grants Customer a non-exclusive, non-transferable right to access and use the MyView Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. Zonar shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the MyView Services.
   2. Documentation License. Subject to the terms and conditions contained in this EUAA, Zonar hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Service Term solely for Customer’s internal business purposes in connection with its use of the MyView Services.
   3. Use Restrictions. Customer shall not use the MyView Services for any purposes beyond the scope of the access granted in this EUAA. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the MyView Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the MyView Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the MyView Services, in whole or in part; (iv) remove any proprietary notices from the MyView Services or Documentation; or (v) use the MyView Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of Zonar, ByteCurve or any other third party, or that violates any applicable law.
   4. Reservation of Rights. Zonar and/or ByteCurve reserve all rights not expressly granted to Customer in this EUAA. Except for the limited rights and licenses expressly granted under this EUAA, nothing in this EUAA grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the MyView IP.
   5. Suspension. Notwithstanding anything to the contrary in this EUAA, Zonar or ByteCurve may temporarily suspend Customer’s and any Authorized End User’s access to any portion or all of the MyView Services if: (i) Zonar or ByteCurve reasonably determines that (A) there is a threat or attack on any of the MyView IP; (B) Customer’s or any Authorized End User’s use of the MyView IP disrupts or poses a security risk to the MyView IP or to any other customer or vendor of Zonar or ByteCurve; (C) Customer, or any Authorized End User, is using the MyView IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Zonar’s provision of the MyView Services to Customer or any Authorized End User is prohibited by contract or applicable law; or (ii) any vendor of Zonar or ByteCurve has suspended or terminated Zonar’s or ByteCurve’s access to or use of any third-party services or products required to enable Customer to access the MyView Services (any such suspension described in subclause (i) or (ii), a “Service Suspension”). Zonar shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the MyView Services following any Service Suspension. Zonar shall use commercially reasonable efforts to resume providing access to the MyView Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Neither Zonar nor ByteCurve will have liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
   6. Aggregated Statistics. Notwithstanding anything to the contrary in this EUAA, ByteCurve may monitor Customer’s use of the MyView Services and collect and compile Aggregated Statistics. As between ByteCurve and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by ByteCurve. Customer acknowledges that Aggregated Statistics may be compiled based on User Data input into the MyView Services. Customer agrees that ByteCurve may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.
3. Customer Responsibilities.
   1. Authorized Use. Customer is responsible and liable for all uses of the MyView Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this EUAA. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this EUAA if taken by Customer will be deemed a breach of this EUAA by Customer. Customer shall make all Authorized Users aware of this EUAA’s provisions as applicable to such Authorized User’s use of the MyView Services and shall cause Authorized Users to comply with such provisions.
   2. Consent. Customer is solely and individually responsible for obtaining all consents and authorizations that may be legally required, necessary, or appropriate with respect to the MyView Services. Customer shall indemnify, defend, and hold harmless Zonar and ByteCurve for any breach of this Section.
4. Intellectual Property Ownership; Feedback.
   1. MyView IP. Customer acknowledges that ByteCurve owns all right, title, and interest, including all intellectual property rights, in and to the MyView IP.
   2. User Data. Zonar and ByteCurve acknowledge that, as between Zonar and ByteCurve and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the User Data. Customer hereby grants to Zonar and ByteCurve a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the User Data and perform all acts with respect to the User Data as may be necessary for Zonar and ByteCurve to provide the MyView Services to Customer, and a nonexclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display User Data incorporated within the Aggregated Statistics.
   3. Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Zonar by mail, email, telephone, or otherwise, suggesting or recommending changes to the MyView IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (”Feedback”), Zonar and ByteCurve are free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Zonar and ByteCurve on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Zonar and ByteCurve are free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Zonar and ByteCurve are not required to use any Feedback.
5. Limited Warranty and Warranty Disclaimer.
   1. Zonar warrants that the MyView Services will conform in all material respects to the Documentation. Zonar does not make any representations or warranties regarding the accuracy, availability, and/or uptime of the MyView Services.
   2. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 5(a), THE MYVIEW IP IS PROVIDED “AS IS” AND ZONAR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ZONAR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 5(a), ZONAR MAKES NO WARRANTY OF ANY KIND THAT THE MYVIEW IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
6. Customer Indemnification. Customer shall indemnify, hold harmless, and, at Zonar’s option, defend Zonar from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (”Losses”) resulting from any third party claim, suit, action, or proceeding (“Third-Party Claim”) that the User Data, or any use of the User Data in accordance with this EUAA, infringes or misappropriates such third party’s US intellectual property rights and any Third-Party Claims based on Customer’s or any Authorized User’s (i) failure to obtain any required consents or authorizations; (ii) negligence or willful misconduct; (iii) use of the MyView Services in a manner not authorized by this EUAA; (iv) use of the MyView Services in combination with data, software, hardware, equipment or technology not provided by Zonar or authorized by Zonar in writing; or (v) modifications to the MyView Services not made by Zonar, provided that Customer may not settle any Third-Party Claim against Zonar unless Zonar consents to such settlement, and further provided that Zonar will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
7. Limitations of Liability. IN NO EVENT WILL ZONAR OR GRANTOR BE LIABLE UNDER OR IN CONNECTION WITH THIS EUAA UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER ZONAR OR GRANTOR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL ZONAR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS EUAA UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO ZONAR UNDER THIS EUAA IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
8. Term and Termination.
   1. Term. The Term of this EUAA is set forth in the Service Agreement.
   2. Effect of Expiration or Termination. Upon expiration or earlier termination of this EUAA, Customer shall immediately discontinue use of the MyView IP and, without limiting Customer’s obligations under Sections 2 and 3 hereunder, and with respect to Zonar’s Confidential Information, Customer shall delete, destroy, or return all copies of the MyView IP and certify in writing to the Zonar that the MyView IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
   3. Survival. The terms and conditions of this EUAA that should, by their nature, survive termination or expiration of this EUAA, shall survive any termination or expiration of this EUAA.
9. Miscellaneous.
   1. Entire Agreement. This EUAA, together with any other exhibits, attachments, and/or documents incorporated herein by reference, as well as the Terms and Conditions, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this EUAA and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this EUAA, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this EUAA, excluding its Exhibits; (ii) second, the Terms and Conditions; (iii) third, the Exhibits to this EUAA as of the Effective Date; and (iv) fourth, any other documents incorporated herein by reference.
   2. Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this EUAA, for any failure or delay in performing its obligations under this EUAA (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
   3. Amendment and Modification; Waiver. Zonar reserves the right to amend, modify, or supplement this EUAA at its discretion. Zonar will use commercially reasonable efforts to provide advance notice of any modification to this EUAA; however, any such modification is effective upon notice to Customer. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this EUAA, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this EUAA will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
   4. Severability. If any provision of this EUAA is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this EUAA or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this EUAA so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
   5. Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Zonar. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This EUAA is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
   6. Export Regulation. The MyView Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the MyView Services or the underlying software or technology to or make the MyView Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the MyView Services or the underlying software or technology available outside the US.
   7. Equitable Relief. Customer acknowledges that a breach or threatened breach of any of its obligations under Section Sections 2 and 3 would cause Zonar and ByteCurve irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Zonar will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
   8. Third Party Beneficiaries. Customer acknowledges that ByteCurve is an intended third party beneficiary to this EUAA; provided, however, that Customer acknowledges that ByteCurve shall not be a third party obligor or otherwise liable pursuant to this EUAA or otherwise to Customer in respect of its access and use of the MyView Services. With the exception of ByteCurve, no provisions of this EUAA are intended nor will be interpreted to provide or create any third party beneficiary rights or any other rights of any kind in any other party.

This Policy was last updated on June 21, 2021.