Development Tool License Agreement
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.
1 Acceptance
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.
2 Term of this Agreement
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”).
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.
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.
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.
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.
3 License and Ownership
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.
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.
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:
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;
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
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.