From 9bb9b30a4dbd96040185e84684b711271210453b Mon Sep 17 00:00:00 2001 From: Prabhath Wijerathne Date: Tue, 13 Aug 2024 15:26:18 +0530 Subject: [PATCH] Update LICENSE.md --- LICENSE.md | 181 +++++++++++++++++++++++++++++++++++++++++++++++------ 1 file changed, 162 insertions(+), 19 deletions(-) diff --git a/LICENSE.md b/LICENSE.md index 9911fe2..df506d0 100644 --- a/LICENSE.md +++ b/LICENSE.md @@ -1,37 +1,180 @@ -## END USER LICENSE AGREEMENT (UNRESTRICTED SOFTWARE) +## Development Tool License Agreement -IMPORTANT PLEASE READ CAREFULLY: This End User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Zebra International Holdings Corporation ("Zebra") for software, owned by Zebra and its affiliated companies and its third party suppliers and licensors, that accompanies this EULA. ("Software"). BY USING THE SOFTWARE, YOU ACKNOWLEDGE ACCEPTANCE OF THE TERMS OF THIS EULA. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT USE THE SOFTWARE. +This Development Tool License Agreement (“Agreement”) includes information about the rights and obligations of the individual or entity entering into this Agreement (“Licensee”). These rights and obligations govern Licensee’s use of any software development kit (SDK), application programming interface (API), protocol, sample code, library, script, or other type of tool provided by Zebra Technologies Corporation or its affiliates (“Zebra”) that accompanies or references this Agreement (“Development Tool”). +The Development Tool or associated software or hardware may be protected by patent(s) in the U.S. and elsewhere. Information regarding Zebra’s patents is available at www.ip.zebra.com. -* GRANT OF LICENSE. Zebra grants you, End-User Customer, the following rights provided that you comply with all terms and conditions of this EULA: For Software associated with Zebra hardware, Zebra hereby grants you ("Licensee" or "you") a personal, nonexclusive, nontransferable, nonassignable, nonsublicenseable license to use the Software subject to the terms and conditions of this Agreement. Only your employees or subcontractors may use the Software. You shall take all necessary steps to insure that your employees and subcontractors abide by the terms of this Agreement. You shall use the Software only for your internal business purposes, exclusively to support the Zebra hardware, including the right to (i) use, modify, and incorporate all or portions of the sample source code (the "Sample Code"), runtime library files, and/or documentation files that may be included in the unmodified Software into Licensee's own programs (the "User Programs") to support the Zebra hardware exclusively, provided that no license is granted herein under any patents that may be infringed by Licensee's modifications, derivative works or by other works in which any portion of the Software may be incorporated; (ii) distribute the Sample Code in object code format only as substantially modified or only as part of the User Programs to support the Zebra hardware exclusively; and (iii) distribute the runtime library files in their original form to support the Zebra hardware exclusively. For a standalone Software application, you may install, use, modify, and incorporate all or portions of any object code, available source code ("Source Code"), runtime library files, and/or documentation files that may be included with the unmodified Software into your own programs (the "User Programs") and distribute the User Programs to third parties. Any use of the Software outside of the conditions set forth herein is strictly prohibited and will be deemed a breach of this Agreement resulting in immediate termination of your License. Zebra will be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of all Software unless Licensee is a Federal agency of the United States Government). +1 Acceptance -Certain items of the Software may be subject to open source licenses. The open source license provisions may override some of the terms of this EULA. Zebra makes the applicable open source licenses available to you on a Legal Notices readme file available on your device and/or in System Reference guides or in Command Line Interface (CLI) Reference guides associated with certain Zebra products. +This Agreement is a legal contract made between Zebra and Licensee that defines the terms and conditions under which Zebra is willing to provide Licensee certain permissions associated with the Development Tool. By ordering, subscribing to, installing, executing, running, downloading, copying, modifying, distributing, or otherwise using the Development Tool, Licensee (i) accepts and agrees to be bound by this Agreement, (ii) represents that Licensee had read and understands this Agreement, and (iii) confirms that Licensee is lawfully able to enter into this Agreement. -* RESERVATION OF RIGHTS AND OWNERSHIP. Zebra reserves all rights not expressly granted to you in this EULA. The Software is protected by copyright and other intellectual property laws and treaties. Zebra or its suppliers own the title, copyright and other intellectual property rights in the Software. The Software is licensed, not sold. + -* LIMITATIONS ON END USER RIGHTS. You shall not distribute, sublicense, rent, loan, lease, export, re-export, resell, ship or divert or cause to be exported, re-exported, resold, shipped or diverted, directly or indirectly, the unmodified Software under this Agreement. You shall not, and shall not permit others to: (i) combine the Software including any Sample or Source Code, in whole or in part, with any Open Source Software having license terms and obligations that include copyleft obligations and/or intellectual property encumbrances; (ii) remove any proprietary notices, marks, labels, or logos from the Software; (iii) rent or transfer all or some of the Software to any other party without Zebra's prior written consent; or (iv) utilize any computer software or hardware which is designed to defeat any copy protection device, should the Software be equipped with such a protection device. +2 Term of this Agreement -* MACHINE DATA. 'Machine Data' means anonymized usage data collected by devices sold (or licensed) under this Agreement such as battery management (time to empty, standby current, average current), device system time, CPU processing load, free RAM, number of running processes, network information (name, identifier), device identifier, firmware version, hardware version device type, audio volume, LED state, beeper volume, backlight level, key light, odometer count, reboot, reboot cause, total storage and physical memory availability, power cycle count, and device up time. Notwithstanding anything else in this Agreement, all title and ownership rights in and to Machine Data are held by Zebra. In the event, and to the extent you are deemed to have any ownership rights in Machine Data, you hereby grant Zebra a limited, revocable, non-exclusive right and license to use Machine Data. +2.1 This Agreement becomes effective on the date Licensee accepts this Agreement and ends upon termination hereof in accordance with this Section 2 (“Term”). -* LOCATION INFORMATION. The Software may enable you to collect location-based data from one or more client devices which may allow you to track the actual location of those client devices. Zebra specifically disclaims any liability for your use or misuse of the location-based data. You agree to pay all reasonable costs and expenses of Zebra arising from or related to third party claims resulting from your use of the location-based data. +2.2 This Agreement will terminate upon Licensee’s failure to cure a breach or violation hereof within thirty (30) days of Zebra providing Licensee notice of the breach or violation. -* SOFTWARE RELEASES. Zebra may periodically release new versions of the Software which will be made available to you. +2.3 If Licensee’s use of the Development Tool is pursuant to an order, a subscription, or other type of commercial agreement, this Agreement will terminate upon expiration or termination of that other agreement. -* EXPORT RESTRICTIONS. You acknowledge that the Software is subject to export restrictions of various countries. You agree to comply with all applicable international and national laws that apply to the Software, including all the applicable export restriction laws and regulations. +2.4 Upon termination of this Agreement, Licensee shall immediately cease using the Development Tool in any way, including the acts permitted under Section 3.3, and any Zebra Content (as defined below) obtained by Licensee in connection with the Development Tool. -* ASSIGNMENT. You may not assign this Agreement or any of your rights or obligations hereunder (by operation of law or otherwise) without the prior written consent of Zebra. Zebra may assign this Agreement and its rights and obligations without your consent. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties to it and their respective legal representatives, successors and permitted assigns. +2.5 Sections 4, 5, 7, 10-13, and 17 will survive the termination of this Agreement, along with any other provision expected to survive termination by its nature or intent. -* TERMINATION. This EULA is effective until terminated. Your rights under this License will terminate automatically without notice from Zebra if you fail to comply with any of the terms and conditions of this EULA. Zebra may terminate this Agreement by offering you a superseding Agreement for the Software or for any new release of the Software and conditioning your continued use of the Software or such new release on your acceptance of such superseding Agreement. Upon termination of this EULA, you must cease all use of the Software and destroy all copies, full or partial, of the Software. + -* DISCLAIMER OF WARRANTY. UNLESS SEPARATELY STATED IN A WRITTEN EXPRESS LIMITED WARRANTY, ALL SOFTWARE PROVIDED BY ZEBRA IS PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND FROM ZEBRA, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT POSSIBLE PURSUANT TO APPLICABLE LAW, ZEBRA DISCLAIMS ALL WARRANTIES EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR WORKMANLIKE EFFORT, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY OR AVAILABILITY, ACCURACY, LACK OF VIRUSES, NON INFRINGEMENT OF THIRD PARTY RIGHTS OR OTHER VIOLATION OF RIGHTS. ZEBRA DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. TO THE EXTENT THAT THE SOFTWARE COVERED BY THIS EULA INCLUDES EMULATION LIBRARIES, SUCH EMULATION LIBRARIES DO NOT WORK 100% CORRECTLY OR COVER 100% OF THE FUNCTIONALITY BEING EMULATED, ARE OFFERED "AS IS" AND WITH ALL FAULTS, AND ALL THE DISCLAIMERS AND LIMITATIONS CONTAINED IN THIS PARAGRAPH AND THIS AGREEMENT APPLY TO SUCH EMULATION LIBRARIES. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OR LIMITATIONS OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ZEBRA OR ITS AFFILIATES SHALL BE DEEMED TO ALTER THIS DISCLAIMER BY ZEBRA OF WARRANTY REGARDING THE SOFTWARE, OR TO CREATE ANY WARRANTY OF ANY SORT FROM ZEBRA. +3 License and Ownership -* THIRD-PARTY APPLICATIONS. Certain third party applications may be included with, or downloaded with this Software. Zebra makes no representations whatsoever about any of these applications. Since Zebra has no control over such applications, you acknowledge and agree that Zebra is not responsible for such applications. You expressly acknowledge and agree that use of third party applications is at your sole risk and that the entire risk of unsatisfactory quality, performance, accuracy and effort is with you. You agree that Zebra shall not be responsible or liable, directly or indirectly, for any damage or loss, including but not limited to any damage to or loss of data, caused or alleged to be caused by, or in connection with, use of or reliance on any such third party content, products, or services available on or through any such application. You acknowledge and agree that the use of any third-party application is governed by such third party application provider's Terms of Use, License Agreement, Privacy Policy, or other such agreement and that any information or personal data you provide, whether knowingly or unknowingly, to such third-party application provider, will be subject to such third party application provider's privacy policy, if such a policy exists. ZEBRA DISCLAIMS ANY RESPONSIBILITY FOR ANY DISCLOSURE OF INFORMATION OR ANY OTHER PRACTICES OF ANY THIRD PARTY APPLICATION PROVIDER. ZEBRA EXPRESSLY DISCLAIMS ANY WARRANTY REGARDING WHETHER YOUR PERSONAL INFORMATION IS CAPTURED BY ANY THIRD PARTY APPLICATION PROVIDER OR THE USE TO WHICH SUCH PERSONAL INFORMATION MAY BE PUT BY SUCH THIRD PARTY APPLICATION PROVIDER. +3.1 The Development Tool is designed or configured to (i) facilitate or enable interoperability with or access to Zebra hardware, Zebra software, Zebra platforms, and/or Zebra computing services (“Zebra Products”) and/or (ii) support development or customization of software, libraries, or APIs that interact with, support, or function with Zebra Products. -* LIMITATION OF LIABILITY. ZEBRA WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THE USE OR THE INABILITY TO USE THE SOFTWARE OR ANY THIRD PARTY APPLICATION, ITS CONTENT OR FUNCTIONALITY, INCLUDING BUT NOT LIMITED TO DAMAGES CAUSED BY OR RELATED TO ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FAILURE TO CONNECT, NETWORK CHARGES, IN-APP PURCHASES, AND ALL OTHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES EVEN IF ZEBRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. NOTWITHSTANDING THE FOREGOING, ZEBRA'S TOTAL LIABILITY TO YOU FOR ALL LOSSES, DAMAGES, CAUSES OF ACTION, INCLUDING BUT NOT LIMITED TO THOSE BASED ON CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF YOUR USE OF THE SOFTWARE OR THIRD PARTY APPLICATIONS, OR ANY OTHER PROVISION OF THIS EULA, SHALL NOT EXCEED THE FAIR MARKET VALUE OF THE SOFTWARE OR AMOUNT PURCHASER PAID SPECIFICALLY FOR THE SOFTWARE. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS (INCLUDING SECTIONS 10, 11, 12, AND 15) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. +3.2 “Licensee Application” means software, applications, code, programs, libraries, APIs, or any other type of machine-readable instructions Licensee creates, alters, or modifies using the Development Tool. -* INJUNCTIVE RELIEF. You acknowledge that, in the event you breach any provision of this Agreement, Zebra will not have an adequate remedy in money or damages. Zebra shall therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request without posting bond. Zebra's right to obtain injunctive relief shall not limit its right to seek further remedies. +3.3 Subject to Licensee’s compliance with Section 4 this Agreement, Zebra hereby grants Licensee a limited, revocable, non-exclusive, non-sublicensable license to, during the Term: -* MODIFICATION. No modification of this Agreement shall be binding unless it is in writing and is signed by an authorized representative of the party against whom enforcement of the modification is sought. +3.3.1 reproduce the Development Tool internally in object code format for the purpose of integrating the Development Tool with or otherwise developing a Licensee Application that is configured to interface with, support, or function with a Zebra Product; -* U.S. GOVERNMENT END USERS RESTRICTED RIGHTS. This provision only applies to U.S. Government end users. The Software is a 'commercial item' as that term is defined at 48 C.F.R. Part 2.101, consisting of commercial computer software and computer software documentation as such terms are defined in 48 C.F.R. Part 252.227-7014(a)(1) and 48 C.F.R. Part 252.227-7014(a)(5), and used in 48 C.F.R. Part 12.212 and 48 C.F.R. Part 227.7202, as applicable. Consistent with 48 C.F.R. Part 12.212, 48 C.F.R. Part 252.227-7015, 48 C.F.R. Part 227.7202-1 through 227.7202-4, 48 C.F.R. Part 52.227-19, and other relevant sections of the Code of Federal Regulations, as applicable, the Software is distributed and licensed to U.S. Government end users (a) only as a commercial item, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions contained herein. +3.3.2 if Zebra provides Licensee source code with or as part of the Development Tool, modify the source code to create a derivative work thereof only for use in a Licensee Application that is configured to interface with, support, or function with a Zebra Product; and -* APPLICABLE LAW. This EULA is governed by the laws of the state of Illinois, without regard to its conflict of law provisions. This EULA shall not be governed by the UN Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. +3.3.3 externally distribute the Development Tool only in object code form and only as (i) integrated with a Licensee Application in accordance with Section 3.3.1 or (ii) modified for use in a Licensee Application in accordance with Section 3.3.2. + +3.4 Section 3.3.3 does not permit Licensee to distribute (i) source code of the Development Tool or (ii) the Development Tool in its unmodified form (i.e., as a standalone package without being integrated into or modified for a Licensee Application). + +3.5 Licensee will retain its right, title, and interest in any Licensee Application developed by Licensee using the Development Tool. Licensee shall defend and hold harmless Zebra from and against any claim, suit, or proceeding alleging that a Licensee Application or a distribution thereof violates a person’s privacy rights or infringes or misappropriates a third party’s intellectual property rights. + +3.6 The Development Tool is licensed; not sold. Zebra reserves all right, title, and interest not expressly granted in this Agreement. Nothing in this Agreement provides or grants Licensee any ownership or license rights to Zebra Products, including software or hardware that the Development Tool is designed to support. Any such right must be obtained through a separate agreement or purchase of a Zebra Product. + +3.7 No license is granted herein under any Zebra patents that are infringed by Licensee’s integrations made pursuant to Section 3.3.1, modifications made pursuant to Section 3.3.2, or distributions made pursuant to Section 3.3.3. + + + +4 Restrictions + +4.1 Except as expressly permitted under Section 3.3, Licensee shall not or permit another to (i) reproduce, modify, distribute, publicly display, publicly perform, or create derivative works of the Development Tool; (ii) disassemble, decompile, reverse-engineer, or attempt to discover or derive source code of the Development Tool, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction; (iii) rent, sell, lease, lend, sublicense, provide commercial hosting services involving the Development Tool, or in any other way allow third parties to exploit the Development Tool; (iv) modify, circumvent, deactivate, degrade, or thwart any software-based or hardware-based protection mechanism Zebra has in place to safeguard the Development Tool; or (v) embed any virus, Trojan horse, worm, backdoor, shutdown mechanism, malicious code, sniffer, bot, drop dead mechanism, or spyware or other software, code, or program that is likely to or is intended to have an adverse impact on the performance of, disable, corrupt, cause damage to, cause or facilitate unauthorized access to, or deny authorized access to any software, hardware, network, services, systems, data, or Zebra Products. + +4.2 The rights granted to Licensee hereunder cannot be used or otherwise applied to anyone other than Licensee. + +4.3 Licensee may not assign this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without prior written consent from Zebra. Zebra may assign this Agreement and its rights and obligations without Licensee’s consent. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties to it and their respective legal representatives, successors, and permitted assigns. + +4.4 If Licensee’s use of the Development Tool includes collection of Sensitive Data, Personal Health Information, or Biometric Data (as those terms are defined by applicable law) associated with end users, Licensee shall limit use of the Development Tool (and any Licensee Application that utilizes the Development Tool) to individuals from whom Licensee has obtained all legally required consents and to whom Licensee has provided all legally required notifications with respect to such data collection (“Authorized Users”). + + + +5 Permissions + +5.1 “Content” means image data, images, graphics, text, templates, formats, forms, digital certificates or other types of user-identifying packages, plug-ins, widgets, audio, video, and audiovisual data. + +5.2 “Input” means data provided to Zebra by Licensee or end users of a Licensee Application, including Content, measurement values, readings, sensor outputs, calculation results, and instructions. + +5.3 “Feedback” means ideas, suggestions, comments, or reviews Licensee provides to Zebra in relation to the Development Tool. + +5.4 To the extent permission is required, Licensee hereby grants Zebra permission to use Input and Content and access all software incorporated into Zebra hardware as necessary for the Development Tool to perform functions associated with the Input or Content. Licensee shall defend and hold harmless Zebra from and against any claim, suit, or proceeding alleging that Zebra’s use of or access to Licensee’s Content or Input violates a person’s privacy rights or infringes or misappropriates a third party’s intellectual property right. + +5.5 Licensee agrees that Zebra is free to use Feedback to improve its products and services. + +5.6 Where applicable, Licensee hereby agrees to waive and not enforce any “moral rights” or equivalent rights in Feedback, Input, or Content provided to Zebra in connection with the Development Tool or a Licensee Application. + + + +6 Updates, Support, and Fixes + +6.1 Nothing in this Agreement entitles Licensee to new releases, updates, maintenance, or technical support for the Development Tool. Such entitlements must be obtained from Zebra through a separate purchase order, support agreement, or service contract, as available. + +6.2 If Zebra, at its discretion, makes updates, fixes, or patches to the Development Tool available during the Term without providing superseding terms, this Agreement applies to such updates, fixes, and patches. + +6.3 Provided the functionality and features of the Development Tool remain substantially similar thereafter, Zebra may automatically update the Development Tool without requiring Licensee’s acceptance. Zebra shall make reasonable efforts to provide Licensee notice of automatic updates made to the Development Tool, although such notice is not required under this Agreement. + + + +7 Data + +7.1 Zebra’s Privacy Statement (located at www.zebra.com/privacy), as amended from time to time, is hereby incorporated by reference into this Agreement. If Licensee or Authorized Users submit personal data to Zebra in connection with the Development Tool, the ways in which Zebra collects and uses that data are regulated by Zebra’s Privacy Statement in accordance with applicable law. All such data provided to Zebra shall also be processed in accordance with applicable Development Tool documentation. Licensee agrees not to provide Sensitive Data, Payment Card Information (PCI), or Personal Health Information (PHI) (as those terms are defined under applicable law) to Zebra via the Development Tool or a Licensee Application. If Licensee or Authorized Users provide email account data to Zebra in connection with the Development Tool or a Licensee Application, Licensee agrees that Zebra may retain the email account data according to Zebra’s Privacy Statement and contact such accounts for purposes of notification, support, or updates associated with the Development Tool or Zebra Products related thereto. + +7.2 Licensee acknowledges and agrees that Zebra may, as permitted by law, (i) process personal data for purposes associated with use of the Development Tool, (ii) create aggregated and/or pseudonymized data records (i.e., data that cannot be used to identify a person without the use of additional information that is kept separately) using Licensee data or personal data, and (iii) use the aggregated or pseudonymized data records to improve the Development Tool, develop new software or services, understand industry trends, create and publish white papers, reports, or databases summarizing the foregoing, investigate and help address and/or prevent actual or potential unlawful activity, and generally for any legitimate purpose related to Zebra’s business. + +7.3 “Machine Data” means usage data or status information collected by the Development Tool or hardware that interfaces with the Development Tool, such as information related to a computing device running the Development Tool. Example machine data includes remaining usage time, network information (e.g., name or identifier), wireless signal strength, device identifier, software version, hardware version, device type, metadata associated with the operation of the Development Tool, LED state, reboot cause, storage and memory availability or usage, power cycle count, and device up time. To the extent any Machine Data includes personal data, Zebra shall process such Machine Data in accordance with Zebra’s Privacy Statement. The Development Tool may provide Machine Data to Zebra. All title and ownership rights in and to Machine Data are held by Zebra. In the event and to the extent Licensee is deemed to have any ownership rights in Machine Data, Licensee hereby grants Zebra a perpetual, irrevocable, fully paid, worldwide license to use, reproduce, and make derivative works of Machine Data. + + + +8 Modifications of this Agreement + +Modification or amendment of this Agreement must be made through written agreement by an authorized representative of each party. Written agreement may be satisfied by Zebra’s offer of a superseding agreement for use of the Development Tool and Licensee’s acceptance thereof in accordance with Section 1. + + + +9 Third-Party Content + +9.1 Access to and use of third-party Content or services is subject to terms and conditions provided by the third party and may be protected by the third-party’s intellectual property rights. + +9.2 Third-party resources linked or made available via the Development Tool are not considered part of the Development Tool, and Zebra reserves the right to, at its sole discretion, disable integrations of third-party Content or services or compatibility of the Development Tool therewith. Nothing in this Agreement is a license, permission, or assignment of any rights in or to such third-party Content or services. + +9.3 Licensee acknowledges that if the Development Tool requires access to non-Zebra hardware, non-Zebra software, or non-Zebra Content to perform a function or provide a feature and Licensee denies such permission, the corresponding function or feature will not be available or execute properly. + + + +10 DISCLAIMERS OF WARRANTY + +EXCEPT AS OTHERWISE PROVIDED IN A SEPARATE AGREEMENT OR SERVICE CONTRACT LICENSEE ENTERS INTO WITH ZEBRA: (A) THE DEVELOPMENT TOOL AND ANY THIRD-PARTY CONTENT OR SERVICE ASSOCIATED WITH THE DEVELOPMENT TOOL ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, AND (B) TO THE FULLEST EXTENT POSSIBLE PURSUANT TO APPLICABLE LAW WITH RESPECT TO THE DEVELOPMENT TOOL AND ANY THIRD-PARTY CONTENT OR SERVICE ASSOCIATED WITH THE DEVELOPMENT TOOL, ZEBRA MAKES NO REPRESENTATIONS AND DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR WORKMANLIKE EFFORT, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY OR AVAILABILITY, AND NON-INFRINGEMENT. ZEBRA DOES NOT WARRANT THAT THE OPERATION OR AVAILABILITY OF THE DEVELOPMENT TOOL WILL BE UNINTERRUPTED OR ERROR FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ZEBRA WILL BE DEEMED TO ALTER THIS DISCLAIMER OF WARRANTY. + + + +11 LIMITATIONS OF LIABILITY + +11.1 TO THE EXTENT ALLOWABLE BY APPLICABLE LAW, ZEBRA WILL NOT BE RESPONSIBLE OR LIABLE TO LICENSEE UNDER THIS AGREEMENT FOR: + +11.1.1 ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EVEN IF ZEBRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION OR THEORY OF RECOVERY; + +11.1.2 DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO AN INABILITY TO USE OR ACCESS THE DEVELOPMENT TOOL DUE TO CONNECTIVITY OR DATA TRANSMISSION ISSUES NOT CAUSED BY ZEBRA OR NOT UNDER ZEBRA’S CONTROL, INCLUDING NETWORK INTERRUPTIONS, TRANSMISSION LATENCIES, OR DEFECTS IN SYSTEMS LICENSEE USES TO CONNECT TO THE INTERNET OR OTHER COMMUNICATION NETWORKS; OR + +11.1.3 DIRECTLY OR INDIRECTLY, ANY DAMAGE OR LOSS CAUSED BY OR IN CONNECTION WITH A LICENSEE APPLICATION OR LICENSEE’S USE OF THIRD-PARTY CONTENT OR SERVICES IN ASSOCIATION WITH THE DEVELOPMENT TOOL, INCLUDING BUT NOT LIMITED TO, ANY DAMAGE TO OR LOSS OF DATA, AS LICENSEE ACKNOWLEDGES AND AGREES THAT LICENSEE’S EXPLOITATION OF LICENSEE APPLICATIONS AND USE OF THIRD-PARTY CONTENT OR SERVICES IN ASSOCIATION WITH THE DEVELOPMENT TOOL ARE AT LICENSEE’S SOLE RISK. + +11.2 THE DEVELOPMENT TOOL MAY ENABLE COLLECTION OF TRACKING OR BIOMETRIC DATA USABLE TO TRACK A DEVICE OR IDENTIFY A PERSON, RESPECTIVELY. LICENSEE HEREBY AGREES TO ASSUME ALL RISK AND LIABILITY ASSOCIATED WITH LICENSEE’S COLLECTION, USE, OR MISUSE OF TRACKING OR BIOMETRIC DATA VIA THE DEVELOPMENT TOOL OR A LICENSEE APPLICATION. THE RIGHTS GRANTED TO LICENSEE UNDER SECTION 3 OF THIS AGREEMENT ARE CONDITIONAL ON LICENSEE COMPLYING WITH ALL APPLICABLE LAWS REGARDING COLLECTION OR USE OF TRACKING OR BIOMETRIC DATA WITH RESPECT TO AUTHORIZED USERS, INCLUDING LAWS REQUIRING LICENSEE TO OBTAIN CONSENT OR PROVIDE NOTICE FOR THE COLLECTION OR USE OF SUCH DATA. LICENSEE AGREES TO DEFEND AND HOLD HARMLESS ZEBRA FROM AND AGAINST ANY CLAIM, SUIT, OR PROCEEDING ARISING FROM LICENSEE’S COLLECTION, USE, OR MISUSE OF TRACKING DATA OR BIOMETRIC DATA IMPLEMENTED VIA THE DEVELOPMENT TOOL OR A LICENSEE APPLICATION, INCLUDING CLAIMS BROUGHT BY LICENSEE’S EMPLOYEES OR END USERS. + +11.3 NOTWITHSTANDING THE FOREGOING, ZEBRA’S TOTAL AGGREGATE LIABILITY TO LICENSEE FOR ALL LOSSES, DAMAGES, AND CAUSES OF ACTION, INCLUDING BUT NOT LIMITED TO THOSE BASED ON CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF LICENSEE’S USE OF THE DEVELOPMENT TOOL, INCLUDING ANY LOSS OF DATA, WILL NOT EXCEED ONE THOUSAND DOLLARS ($1,000). + +11.4 THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS HEREIN WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. + + + +12 Governing Law + +This Agreement is governed by the laws of the State of Illinois, without regard to its conflict of law provisions. This Agreement will not be governed by the UN Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Licensee hereby submits itself and its property in any legal action or proceeding relating to this Agreement or for recognition and enforcement of any judgment in respect thereof to the exclusive general jurisdiction of the courts of the State of Illinois or to the United States North District Court of Illinois and to the respective appellate courts thereof in connection with any appeal therefrom. + + + +13 Handling of Disputes + +13.1 Licensee acknowledges that, in the event Licensee breaches any provision of this Agreement, Zebra may not have an adequate remedy in money or damages. Zebra will therefore be entitled to seek an injunction against such breach from any court of competent jurisdiction immediately upon request without posting bond. Zebra’s right to seek injunctive relief will not limit its right to seek further remedies. + +13.2 If any term of this Agreement is to any extent illegal, otherwise invalid, or incapable of being enforced, such term will be excluded to the extent of such invalidity or unenforceability, all other terms hereof will remain in full force and effect, and, to the extent permitted and possible, the invalid or unenforceable term will be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term. + +13.3 The parties agree that Licensee and Zebra are the sole parties to this Agreement, and Licensee hereby agrees to not seek remedies under this Agreement against Zebra’s authorized distributors or resellers with respect to the Development Tool. + + + +14 Open-Source Software + +The Development Tool may be subject to one or more open-source licenses. The open-source license provisions may override some terms of this Agreement. Zebra makes the applicable open-source licenses available on a legal notices website, readme file, system reference guides, or command line interface (CLI) reference guides associated with certain Zebra Products. + + + +15 Government End User Restricted Rights + +The U.S. Government has certain restricted rights in software under the Federal Acquisition Regulations and Defense Federal Acquisition Regulations Supplement, as applicable. If Licensee is a U.S. Government agency or contractor, Licensee should comply with the above regulations, including obtaining any necessary licenses or approval from relevant regulatory bodies before exporting or re-exporting the Development Tool to certain countries or individuals/entities on sanctioned lists. Consistent with the above regulations and other relevant sections of the Code of Federal Regulations, the Development Tool is distributed and licensed to U.S. Government end users (a) only as a “commercial item” consisting of “commercial computer software” and “computer software documentation” as such terms are defined in the above regulations, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions contained herein. + + + +16 Export Control + +By ordering, subscribing to, installing, executing, running, downloading, or otherwise using the Development Tool and any accompanying documentation, Licensee agrees that it is not located in a country that is subject to export embargoes or that has been designated as a "terrorist supporting" country. Licensee acknowledges that the Development Tool and any accompanying documentation may be subject to export control laws and regulations of the United States, European Economic Area, United Kingdom and any other local/country export control laws and regulations, which may be amended from time to time. Licensee agrees to comply with all applicable international and national laws that apply to the Development Tool and any accompanying documentation, including all applicable import, export and compliance laws and regulations, and to obtain any necessary licenses or approvals when applicable. Failure to comply with the above conditions may result in legal action by Zebra or relevant authorities. Licensee confirms to not download or otherwise obtain the Development Tool for “military end-use”, and/or “military intelligence end-use” as described on the U.S. Munitions List (22 C.F.R. §121) and in 15 C.F.R. §744 of the U.S. Export Administration Regulations. + + + +17 Confidentiality + +17.1 “Confidential Information” is defined as any non-public information, data, software, or object related to the Development Tool or this Agreement that is provided or conveyed to Licensee by Zebra in oral, written, graphic, machine recognizable, and/or physical form. Source code of the Development Tool and the structure and organization thereof are Confidential Information. + +17.2 During the Term and a period of five (5) years thereafter – except with respect to trade secrets for which obligations of this paragraph apply during the Term and will continue beyond the Term until the information no longer qualifies as a trade secret under applicable law by means other than Licensee’s unauthorized disclosure thereof – Licensee shall (i) restrict disclosure of Confidential Information to only those who are bound by this Agreement and must be directly involved with the Confidential Information for the purposes contemplated by this Agreement; (ii) use the same degree of care as for your own information of like importance, but at least use reasonable care, in safeguarding against unauthorized use or disclosure of Confidential Information; (iii) promptly notify Zebra in writing upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this Agreement; and (iv) only use the Confidential Information for the purposes contemplated by this Agreement. + +17.3 The obligations set forth in Section 17.2 will not apply to any portion of the Confidential Information that (i) is or becomes available to the public through means other than Licensee’s unauthorized disclosure; (ii) is explicitly approved for release by written authorization of Zebra; (iii) is lawfully obtained from a third party without breach of a confidentiality obligation; (iv) is known to Licensee prior to such disclosure; or (v) is independently developed by Licensee without the use of any of Zebra’s Confidential Information or any breach of this Agreement. + +17.4 If Licensee is required to disclose Confidential Information pursuant to applicable law, statute, regulation, or court order, Licensee shall give Zebra prompt written notice of the requirement and a reasonable opportunity to object to such disclosure and seek a protective order or other appropriate remedy. If, in the absence of a protective order, Licensee determines upon the advice of counsel that Licensee is required to disclose such Confidential Information, Licensee may disclose only Confidential Information specifically required and only to the extent so compelled.