END USER LICENSE AGREEMENT (UNRESTRICTED SOFTWARE)

This End User License Agreement (“Agreement”) includes information about rights and obligations of the individual or entity entering into this Agreement (“Licensee”). These rights and obligations govern Licensee’s use of software, code, or any other type of machine-readable instructions provided by Zebra Technologies Corporation or its affiliates (“Zebra”) that accompanies or references this Agreement (“Software”).

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 permission to use the Software. By ordering, subscribing to, installing, executing, running, downloading, or otherwise using the Software, Licensee (i) accepts and agrees to be bound by this Agreement, (ii) represents that Licensee has read and understands this Agreement, and (iii) confirms that Licensee is lawfully able to enter into this Agreement.

1.      GRANT OF LICENSE. Zebra hereby grants Licensee, the following rights provided that Licensee complies with all terms and conditions of this Agreement:

(A) For Software provided with Zebra hardware, Zebra hereby grants Licensee a limited, revocable, non-exclusive, non-sublicensable license to, during the term of this Agreement, use the Software. Only your employees or subcontractors may use the Software. Licensee shall take all necessary steps to ensure that its employees and subcontractors abide by the terms of this Agreement. Licensee shall use the Software only for internal business purposes and only to support Zebra hardware, including the right to (i) use, modify, and incorporate all or portions of sample source code (“Sample Code”), runtime library files, and/or documentation files that may be included in the unmodified Software into Licensee’s own programs (“User Programs”) to support 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 any runtime library files in original form to support Zebra hardware exclusively. 

(B) To the extent that non-device specific Software is provided to Licensee, Licensee may install, use, modify, and incorporate all or portions of any object code, available Sample Code, runtime library files, and/or documentation files that may be included with the unmodified Software into User Programs and distribute the User Programs to third parties.

(C) 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 the rights set forth in this Section 1.  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). 

(D) 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 Agreement. Zebra makes the applicable open-source licenses available on a legal notices website, readme files available on devices and/or in system reference guides or in command line interface (CLI) reference guides associated with certain Zebra software or products.

2.      RESERVATION OF RIGHTS AND OWNERSHIP. Zebra and its suppliers and licensors reserve all rights not expressly granted to Licensee in this Agreement. The Software is protected by copyright and other intellectual property laws and treaties. Zebra or its suppliers or licensors own the title, copyright, and other intellectual property rights in the Software. The Software is licensed, not sold. Licensee understands and agrees that Zebra may license the Software or part of the Software from one or more third-party licensors and any such applicable third-party licensor is an intended third-party beneficiary to this Agreement and any such third-party licensor and its successors and assigns may enforce any and all terms of this Agreement, and nothing herein shall limit such third-party licensor’s legal or equitable rights (including injunctive relief), benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

3.      LIMITATIONS ON END USER RIGHTS. Except as expressly permitted under Section 1 of this Agreement, Licensee 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. Licensee shall not, and shall not permit others to: (i) combine the Software, including any Sample 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. If Licensee’s use of the Software 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 Software (and any User Programs that utilize the Software) 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.

4.      MACHINE DATA. “Machine Data” means usage data or status information collected by the Software or hardware that interfaces with the Software, such as information related to a computing device running the Software. Example machine data includes remaining usage time, battery management (e.g., time to empty, standby current, average current), device system time, CPU processing load, application usage time, free RAM, number of running processes, network information (e.g., name or 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 memory availability, 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. 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 Licensee is deemed to have any ownership rights in Machine Data, Licensee hereby grants Zebra a limited, irrevocable, non-exclusive right and license to use, reproduce, and make derivative works of Machine Data.

5.      AGGREGATE DATA COLLECTION. Licensee acknowledges and agrees that Zebra may, as permitted by law, (a)process personal data for purposes associated with use of the Software, (b) create aggregated or pseudonymized data records (i.e., data that cannot be used to identify any natural person without the use of additional information that is kept separately) using Licensee data or personal data, and (c) use the aggregated or pseudonymized data to improve the Software, 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.

6.      LOCATION INFORMATION. The Software may enable Licensee to collect location-based data from one or more client devices which may allow Licensee to track the actual location of those client devices. Zebra specifically disclaims any liability for Licensee’s use or misuse of the location-based data. Licensee agrees to pay all reasonable costs and expenses of Zebra arising from or related to third-party claims resulting from Licensee’s use or misuse of the location-based data.

7.      PRIVACY. Zebra’s Privacy Statement (located at: https://www.zebra.com/privacy), as amended from time to time, is hereby incorporated by reference into this Agreement. If Licensee or end users submit personal data to Zebra in connection with the use of Zebra hardware or the Software, the ways in which Zebra collects and uses that data are regulated by Zebra’s Privacy Statement and applicable law.  All such data provided to Zebra shall also be processed in accordance with applicable Software 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 Software. If Licensee or end users of User Programs provide email account data to Zebra in connection with the Software, 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 Software or Zebra products related thereto.

8.      SOFTWARE RELEASES.  Zebra may periodically release new versions of the Software which will be made available to Licensee at Zebra’s discretion.

9.      EXPORT RESTRICTIONS. By ordering, subscribing to, installing, executing, running, downloading, or otherwise using the Software 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 Software 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 Software 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 Software 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.

10.   ASSIGNMENT. Licensee may not assign this Agreement or any of Licensee’s 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 Licensee’s 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.

11.   TERMINATION. This Agreement is effective until terminated. Licensee’s rights under this Agreement will terminate automatically without notice from Zebra if Licensee fails to cure a breach or violation hereof within thirty (30) days of receiving notice of the breach or violation. Zebra may terminate this Agreement by offering Licensee a superseding agreement for the Software or for any new release of the Software and conditioning Licensee’s continued use of the Software or such new release on Licensee’s acceptance of such superseding agreement. Upon termination of this Agreement, Licensee must cease all use of the Software and destroy all copies, full or partial, of the Software. If Licensee’s use of the Software 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. Sections 3-6 and 12-18 will survive termination of this Agreement, along with any other provision expected to survive termination by its nature or intent.

12.   DISCLAIMER OF WARRANTY. UNLESS SEPARATELY STATED IN A WRITTEN EXPRESS LIMITED WARRANTY, THE SOFTWARE 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 EULA 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 LICENSEE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY LICENSEE 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.

13.   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, Licensee acknowledges and agrees that Zebra is not responsible for such applications. Licensee expressly acknowledges and agrees that use of third-party applications is at Licensee’s sole risk and that the entire risk of unsatisfactory quality, performance, accuracy and effort is with Licensee. Licensee agrees 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. Licensee acknowledges and agrees 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 Licensee provides, 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 LICENSEE’S 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.

14.   LIMITATION OF LIABILITY. TO THE EXTENT ALLOWABLE BY APPLICABLE LAW, ZEBRA WILL NOT BE RESPONSIBLE OR LIABLE UNDER THIS AGREEMENT FOR: (A) DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO AN INABILITY TO USE THE SOFTWARE OR ANY THIRD-PARTY APPLICATION, ITS CONTENT OR FUNCTIONALITY, DUE TO CONNECTIVITY OR DATA TRANSMISSION ISSUES NOT CAUSED BY ZEBRA OR NOT UNDER ZEBRA’S CONTRO, INCLUDING  NETWORK INTERRUPTIONS, TRANSMISSION LATENCIES, FAILURE TO CONNECT, OR DEFECTS IN SYSTEMS LICENSEE USES TO CONNECT TO THE INTERNET OR OTHER COMMUNICATION SYSTEMS; (B) ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, EVEN IF ZEBRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (C) DIRECTLY OR INDIRECTLY, ANY DAMAGE OR LOSS CAUSED BY OR IN CONNECTION WITH A USER PROGRAM, INCLUDING ANY DAMAGE TO OR LOSS OF DATA, AS LICENSEE ACKNOWLEDGES AND AGREES THAT LICENSEE’S EXPLOITATION OF USER PGORAMS IN ASSOCIATION WITH THE SOFTWARE ARE AT LICENSEE’S SOLE RISK. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO LICENSEE. NOTWITHSTANDING THE FOREGOING, ZEBRA’S TOTAL LIABILITY TO LICENSEE FOR ALL LOSSES, DAMAGES, CAUSES OF ACTION, INCLUDING BUT NOT LIMITED TO THOSE BASED ON CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF LICENSEE’S USE OF THE SOFTWARE OR THIRD-PARTY APPLICATIONS, OR ANY OTHER PROVISION OF THIS AGREEMENT, SHALL NOT EXCEED ONE THOUSAND DOLLARS ($1,000) . THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS HEREIN SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

15.   INJUNCTIVE RELIEF. Licensee acknowledges that, in the event Licensee breaches any provision of this Agreement, Zebra will not have an adequate remedy in money or damages. Zebra shall therefore be entitled to seek 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.

16.   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. Continued usage of the Software shall, following modification to the updated Agreement, constitute consent to be bound by the updated terms.

17.   U.S. GOVERNMENT END USERS 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 Software 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 Software 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.

18.   APPLICABLE LAW. This Agreement is governed by the laws of the state of Illinois, without regard to its conflict of law provisions. This Agreement shall not be governed by the UN Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.