ZEBRA DEVELOPER PORTAL TERMS AND CONDITIONS

These Zebra Developer Portal Terms and Conditions (“Agreement”) constitute a binding legal contract made between the person or entity agreeing to these terms and conditions (“Customer”) and Zebra Technologies Corporation (“Zebra”) and will govern Customer’s access to and use of data services, application programming interface (APIs), sample code, content, and/or other services that (i) are provided to Customer by Zebra through the Zebra Developer Portal and/or (ii) present, reference, or otherwise accompany this Agreement (collectively, the “Services”). In addition to the terms and conditions of this Agreement, Customer’s access to and use of the Services may also be subject to the terms and conditions set forth in Customer’s purchase order, subscription, or other agreement with Zebra or an organization authorized by Zebra to enter such an agreement for access to or use of the Services (“Order Form”).

By indicating acceptance of this Agreement (e.g., by checking a box), subscribing to, registering for, accessing, or using any of the Services, Customer agrees to be bound by the terms and conditions of this Agreement. If Customer does not agree to these terms and conditions, Customer may not use the Services. If a person is accessing or using any Service in their capacity as an employee, contractor, or agent of the Customer, that person hereby represents and warrants that he or she is authorized to sign for and bind the Customer under this Agreement. If the person accepting this Agreement does not have the requisite authority, Customer may not access the Services.

The “Effective Date” of this Agreement is the earlier of (a) Customer’privs initial access to a Service through any online provisioning, portal registration, or order process, and (b) the effective date of the first Order Form referencing this Agreement. This Agreement will govern Customer’s access to and use of the Service corresponding to the Effective Date, as well as Customer’s access to and use of any additional Service(s) pursuant to an Order Form.

1. Definitions

“Account” means Customer’s Zebra Developer Portal account.

“Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or is controlled by, or is under common ownership or control with a party. As used herein, “control” means the power to direct the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent (50%) of the voting equity securities or other equivalent voting interests of an entity.

“Confidential Information” means all information that is identified as confidential at the time of disclosure by the Disclosing Party (as defined below) or should be reasonably understood by the Receiving Party (as defined below) to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Confidential Information shall not include information that the Receiving Party can demonstrate: (i) was rightfully in its possession or known to the Receiving Party prior to receipt of such information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is or was independently developed by the Receiving Party without the use of such information.

“Customer Data” means any data or data files of any type that are uploaded by or on behalf of Customer or End Users for storage in a data repository associated with a Service or for use in a Service.

“Data Protection Claims” means with respect to each party, any claims arising from a party’s breach of Section 3.4 (Customer Obligations) or Section 5 (Confidentiality).

“Documentation” means Zebra’s technical documentation and usage guides for any of the Services.

“End User” means a person or entity to which Customer grants access to Customer Data via usage of a Service.

“Feedback” means ideas, suggestions, enhancement requests, recommendations, corrections, comments, or insights provided to Zebra by Customer or an End User relating to any of the Services.

“Fees” means the fees payable by Customer for the Service (if any), as set forth in, for example, an Order Form.

“Privacy Policy” means Zebra’s privacy policy, available at https://www.zebra.com/privacy.

“Sample Data” means any data or code provided or made available to Customer by Zebra solely for Customer’s internal testing, evaluation, and other non-production use of a Service during the Subscription Term.

“Service Data” means query logs and any data (other than Customer Data) relating to the operation, support, and/or about Customer’s access to or use of a Service.

“SOW” means a statement of work or Order Form (as applicable) referencing this Agreement and executed by both parties describing the work to be performed, Fees, and any applicable milestones, dependencies, and other technical specifications or related information for a Service ordered pursuant to Section 10 (Technical Services).

“Subscription Term” means the set term designated on an Order Form or other agreement granting Customer access to a Service.

“Taxes” means taxes, levies, duties, or similar governmental assessments of any nature, including, for example, any sales, use, digital service, goods and services tax (GST), value-added, stamp duty, withholding, income or similar taxes, whether domestic or foreign, or assessed by any jurisdiction.

“Third Party Applications” means services, software, or applications provided by a party other than Zebra that can be used in connection with a Service.

“Zebra Developer Portal” means the https://developer.zebra.com.

2. Use of Service
   1. Service Provision and Access. Zebra will make ordered Service(s) available to Customer for the applicable Subscription Term solely for use by Customer in accordance with the terms and conditions of this Agreement, the Documentation, and the corresponding Order Form. Customer may authorize its contractors and Affiliates to use the Service provided that any use of the Service by each such contractor or Affiliate is solely for the benefit of Customer or such Affiliate. Customer shall be responsible for each contractor and Affiliate’s compliance with this Agreement.
   2. Sample Data. Zebra may make Sample Data available to Customer. Customer acknowledges that Sample Data is example data only, which may not be complete, current, or accurate. Customer will not (and will not permit any third party to) copy or export any Sample Data and agrees that Zebra may delete or require Customer to cease using Sample Data at any time upon advance notice.
   3. Third Party Applications. Zebra may provide links within a Service to third party websites to facilitate Customer’s procurement of Third Party Applications at Customer’s sole discretion. Any procurement or use of Third Party Applications, along with associated terms, conditions, or obligations, are solely between Customer and the applicable third party.
   4. Restrictions. Customer will not (and will not permit any third party to): (a) sell, rent, lease, license, copy, modify, distribute, provide access to, sublicense, or otherwise make available the Service to a third party (except as expressly set forth in Section 2.1 with respect to contractors and Affiliates) or in a service bureau or outsourcing offering; (b) use any Service to provide, or incorporate any Service into, any general purpose data warehousing service for the benefit of a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Service, except to the extent expressly permitted by applicable law (and then only upon advance written notice to Zebra); (d) remove or obscure any proprietary or other notices contained in the Service; or (e) modify, circumvent, deactivate, degrade, or thwart any protection mechanism Zebra has in place to safeguard the Services or the Zebra Developer Portal.
3. Customer Data
   1. Rights in Customer Data. As between the parties, Customer or its licensors retain ownership of the Customer Data and the right to control its use and dissemination. Subject to the terms of this Agreement, Customer hereby grants to Zebra a non-exclusive, worldwide, royalty-free right to use, copy, store, distribute, modify, create derivative works of, and display the Customer Data to the extent necessary to (a) provide the Service to Customer, (b) prevent or address service or technical problems with the Service, and/or (c) provide Customer Data to End Users as authorized by Customer.
   2. Uploads of Customer Data. Customer will be responsible for uploading all Customer Data to the Service and will provide such Customer Data in a format consistent with the requirements set forth in the Documentation. Errors in loading Customer Data into the applicable Service due to defective media, erroneous data, or failure to meet such requirements may cause Customer Data to be rejected by the Service, and in such cases, Zebra will have no responsibility for any related impact on Customer’s or End User’s ability to access or use the Service.
   3. Customer-Controlled Data Sharing Functionality.
      1. Certain Services enable Customer, at its option and in its sole discretion, to share Customer Data with End Users and/or to provide access to the Customer Data as part of Customer’s use of the Service.
      2. If Customer, at its option and in its sole discretion, grants an End User access to Customer Data , Customer acknowledges and agrees that: (a) End Users will have the access designated by Customer (including to view, download, and query the Customer Data) and that it is Customer’s sole responsibility to evaluate any risks related to its sharing of Customer Data with End Users; (b) Zebra has no control over, and will have no liability for, any acts or omissions of any End User with respect to Customer’s sharing of Customer Data; and (c) Customer will require End Users to limit usage of the Customer Data obtained through the Services to purposes specific to and supportive of Customer’s business or operations. At all times Customer remains responsible for its Customer Data.
      3. By granting End Users access to or use of Customer Data, Customer acknowledges and agrees that (a) Zebra has no liability arising from any End User access or use of Customer Data, and (b) Zebra may collect information about End Users’ use of and access to the Service and to the Customer Data (including identifying End User in connection with such information) in accordance with the Privacy Policy.
   4. Customer Obligations.
      1. Customer will ensure that its own and End Users’ use of each Service and all Customer Data is compliant with this Agreement. Customer is solely responsible for the accuracy, content, and legality of all Customer Data. Customer represents and warrants that Customer has sufficient rights in the Customer Data to grant the rights granted to Zebra in Section 3.1 and that the Customer Data does not violate the privacy or other rights of any third party. Customer is responsible for all End Users who access Customer Data.
      2. Customer will require that all End Users keep API-key, user ID and password information strictly confidential and not share such information with any unauthorized person or entity. Customer will be solely liable for all actions taken using API-keys, Customer’s user IDs and passwords, including any unauthorized use or access caused by misuse or misappropriation of such user IDs and passwords. Customer will be responsible for managing authorized End Users or entities and restricting access by any End User or entity that is no longer authorized to access the Service (i.e., a former End User). Zebra shall have no liability for any harm that arises due to Customers failure to appropriately protect and keep secure API-keys and user IDs and passwords.
4. Intellectual Property
   1. Zebra Intellectual Property. Customer agrees that Zebra or its licensors retain all right, title, and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Services, all Documentation, any Service deliverables (e.g., as defined in an SOW), related and underlying technology and documentation, and any derivative works, modifications, or improvements of any of the foregoing. Except as expressly set forth in this Agreement, no right, title, license, or interest in any Zebra intellectual property is granted to Customer, its Affiliates, or End Users under this Agreement.
   2. Feedback. Zebra may freely use and incorporate Feedback in Zebra’s products and services. Customer hereby acknowledges that Zebra has not agreed to and does not agree to treat as confidential any Feedback, and nothing in this Agreement or in the parties’ dealings arising out of or relating to this Agreement will restrict Zebra’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer.
   3. Service Data. Customer agrees that Zebra may collect and use Service Data to develop, improve, support, and operate Zebra’s products and services during and after the term of this Agreement.
   4. Marketing. Unless Customer objects in writing, Zebra may use and display Customer’s name, logo, trademarks, and service marks on Zebra’s website and in Zebra’s marketing materials in connection with identifying Customer as a customer of Zebra. Upon Customer’s written request, Zebra will promptly remove any such marks from Zebra’s website and, to the extent commercially feasible, Zebra’s marketing materials.
5. Confidentiality. Each party that receives Confidential Information (as “Receiving Party”) from the other party (the “Disclosing Party”) will use the same degree of care that it uses to protect its own confidential information of like kind (but not less than reasonable care) to (a) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (b) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to only those of its and its Affiliates’ employees and contractors who need such access for purposes of this Agreement and who have signed confidentiality agreements containing protections no less protective of the Confidential Information than those herein. If the Receiving Party is required by law or court order to disclose Confidential Information, then the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party with advance written notification and cooperate in any effort to obtain confidential treatment of the Confidential Information or pursue any other applicable equitable relief. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief without posting bond in addition to whatever other remedies it might have at law. The Receiving Party’s obligations under this Section 5 shall be enforce during the Term and for a period of five (5) years following expiration or termination of this Agreement, expect with respect to trade secrets for which the obligations of this Section 5 shall apply during the Term and persist thereafter until the information no longer qualifies as a trade secret under applicable law through means other than unauthorized disclosure by the Receiving Party.
6. Fees And Payment; Taxes; Payment Disputes
   1. Order. Customer's completion of an Order Form constitutes an offer by Customer to procure access to the Service(s) identified in the Order Form in accordance with the terms of this Agreement.
   2. Fees and Payment. All Fees and payment terms (if any) are as set forth in the applicable Order Form. Except as expressly set forth in this Agreement, all payment obligations are non-cancelable, and Fees are non-refundable.
   3. Taxes. Fees do not include Taxes. Customer is responsible for paying all Taxes associated with its purchases hereunder other than taxes based on income, property, or employees of Zebra. Customer agrees that the benefit of the Service is received at the address set out in the Order Form; such address will define the location for which taxes may be assessed. Customer is responsible for any sales, value-added or other similar taxes imposed by applicable law that Zebra must pay based on the Service(s) Customer ordered. If Zebra has the legal obligation to collect Taxes for which Customer is responsible under this Section, Zebra will invoice Customer and Customer will pay that amount unless Customer provides Zebra with a valid tax exemption certificate authorized by the appropriate taxing authority. If Zebra does not collect the required Taxes from Customer but is subsequently required to remit transaction Taxes to any taxing authority, Customer will promptly reimburse Zebra within thirty (30) days for the transaction Taxes, including any accrued penalty or interest charges if the failure to timely collect and remit was not due to the fault of Zebra.
7. Term And Termination
   1. Term. This Agreement is effective as of the Effective Date and will remain in effect until terminated in accordance with its terms. If there is no SOW, Order Form, or Retrieval Right (as defined below) currently in effect, either party may terminate this Agreement immediately upon delivery of written notice to the other party. Each Order Form will terminate upon expiration of the applicable Subscription Term, unless expressly stated otherwise therein.
   2. Termination for Cause. Either party may immediately terminate this Agreement (including all related Order Forms) if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay Fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party and is not dismissed within sixty (60) days. Except where an exclusive remedy is specified, the exercise of either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise. For any termination of this Agreement by Customer for cause in accordance with Section 7.2(a), Customer shall be entitled to a credit of any unused Fees Customer has pre-paid for the Service purchased hereunder.
   3. Effect of Termination; Customer Data Retrieval. Upon written notice to Zebra, Customer will have up to thirty (30) calendar days from termination or expiration of this Agreement (“Retrieval Period”) to access the Service solely to the extent necessary to retrieve Customer Data (“Retrieval Right”). If Customer exercises its Retrieval Right, the terms and conditions of this Agreement and the applicable Order Form shall apply during the Retrieval Period. Except during the Retrieval Period, Zebra shall have no further obligation to make Customer Data available after expiration or termination of this Agreement and shall thereafter promptly delete Customer Data within the Services. After the Retrieval Period, Customer and its End Users will have no access to Customer Data, and Customer shall (and cause its End Users to) cease use of and access to the Service and delete all copies of Documentation, any Service passwords or access codes, and any other Zebra Confidential Information.
   4. Survival. The following sections, as well as any other section or provision that by its nature and intent would be expected to survive termination or expiration, will survive any expiration or termination of this Agreement: 2.4 (Restrictions), 4 (Intellectual Property), 5 (Confidentiality), 6 (Fees And Payment; Taxes; Payment Disputes), 7 (Term and Termination), 8 (Warranty Disclaimer), 11 (Indemnification), 12 (Limitation of Remedies and Damages), and 13 (General Terms).
   5. Suspension of Service. In addition to any of its other rights or remedies (including, without limitation, any termination rights) set forth in this Agreement, Zebra reserves the right to suspend provision of Services: (a) if Customer is thirty (30) days or more overdue on a payment of Fees, (b) if Zebra deems such suspension necessary as a result of Customer’s breach of Sections 2.4 (Restrictions) or 3.4 (Customer Obligations), (c) if Zebra reasonably determines suspension is necessary to avoid material harm to Zebra or its other customers, including if a Service is experiencing denial of service attacks, mail flooding, or other attacks or disruptions outside of Zebra’s control, or (d) as required by law or at the request of a governmental entity.
8. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH SERVICE, SAMPLE DATA, AND ALL TECHNICAL SERVICES ARE PROVIDED “AS IS” AND ZEBRA MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ZEBRA DOES NOT WARRANT THAT THE USE OF ANY SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES ZEBRA WARRANT THAT IT WILL REVIEW THE CUSTOMER DATA FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN THE CUSTOMER DATA WITHOUT LOSS. ZEBRA SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES RELATED TO THIRD-PARTY HOSTING PROVIDERS WITH WHOM CUSTOMER SEPARATELY CONTRACTS. ZEBRA DOES NOT MAKE ANY WARRANTIES AND SHALL HAVE NO OBLIGATIONS WITH RESPECT TO THIRD PARTY APPLICATIONS. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
9. Support and Availability. During a Subscription Term, Zebra will provide Customer the level of support and service levels for the Service specified in the applicable Order Form.
10. Technical Services. Zebra will provide the technical services purchased by Customer, if any, in accordance with the scope and obligations set forth in a SOW. Customer may use anything delivered as part of the technical services in support of authorized access to the applicable Service and subject to the terms regarding Customer’s rights to access and use the Service set forth in Section 2 (Use of Service) and the applicable SOW. Zebra will retain all right, title, and interest in and to any work product, code (including SQL queries), and deliverables and any derivative, enhancement, or modification thereof, created by or on behalf of Zebra in connection with the technical services.
11. Indemnification
    1. Indemnification. Customer will (a) defend Zebra and its Affiliates from and against any claim by a third party arising from or relating to any Customer Data or any product or service offered by Customer in connection with or related to the Service or Customer’s or End User’s use of the Service (“Claim”), and (b) indemnify and hold harmless Zebra from and against any damages and costs awarded against Zebra or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting from such Claim.
    2. Indemnification Procedures. In the event of a potential indemnity obligation under this Section 11, Zebra will: (a) promptly notify Customer in writing of the Claim, (b) allow the Customer the right to control the investigation, defense, and settlement (if applicable) of such Claim at Customer’s sole cost and expense, and (c) upon request of Customer, provide cooperation at the Customer’s sole expense. Failure by Zebra to notify Customer of a Claim under this Section 11 shall not relieve Customer of its obligations under this Section 11; however, Customer shall not be liable for any litigation expenses that Zebra incurred prior to the time when notice is given or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to Customer in accordance with this Section. Customer may not settle any Claim in any matter that would require obligation on the part of Zebra (other than payment or ceasing to use infringing materials), or any admission of fault by Zebra , without Zebra’s prior written consent, with such consent not to be unreasonably withheld, conditioned, or materially delayed.
12. LIMITATION OF REMEDIES AND DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, COSTS OF DELAY, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, ZEBRA’S AND ITS AFFILIATES’ ENTIRE LIABILITY TO CUSTOMER OR ITS AFFILIATES (FOR DAMAGES OR LIABILITY OF ANY TYPE), SHALL NOT EXCEED THE GREATER OF $1,000 AND ALL AMOUNTS PAID (OR WITH RESPECT TO CLAIMS FOR FEES DUE, PAYABLE) BY CUSTOMER TO ZEBRA ATTRIBUTABLE TO THE PRIOR 12 MONTHS UNDER THE APPLICABLE ORDER FORM (“GENERAL LIABILITY CAP”). NOTWITHSTANDING THE FOREGOING, IN THE CASE OF DATA PROTECTION CLAIMS ZEBRA’S TOTAL RESPECTIVE AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF THE GENERAL LIABILITY CAP AND ONE HUNDRED THOUSAND U.S. DOLLARS ($100,000.00). THE PARTIES AGREE THAT THE WAIVERS AND LIMITATIONS SPECIFIED IN THIS SECTION 12 WILL SURVIVE AND APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
13. General Terms
    1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party’s assets or voting securities. Each party shall promptly provide notice of any such assignment. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section will be null and void.
    2. Severability; Interpretation. If a court of competent jurisdiction holds any provision of this Agreement to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect. Section headings are inserted for convenience only and shall not affect the construction of the Agreement.
    3. Dispute Resolution; Governing Law; Jurisdiction and Venue. Each party agrees that before it seeks any form of legal relief (except for a provisional remedy as explicitly set forth below) it shall provide written notice to the other party of the specific issue(s) in dispute (and reference the relevant provisions of the contract between the parties which are allegedly being breached). Within thirty (30) days after such notice, knowledgeable executives of the parties shall hold at least one meeting (in person or by video or tele-conference) for the purpose of attempting in good faith, to resolve the dispute. The parties agree to maintain the confidential nature of all disputes and disagreements between them, including, but not limited to, informal negotiations, mediation, or arbitration, except as may be necessary to prepare for or conduct these dispute resolution procedures or unless otherwise required by law or judicial decision. The dispute resolution procedures in this Section shall not apply to claims subject to indemnification under Section 11 (Indemnification) or prior to a party seeking a provisional remedy related to claims of misappropriation or ownership of intellectual property, trade secrets, or Confidential Information. This Agreement will be governed by the laws of the State of Illinois and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to the subject matter hereof will be the state and federal courts located in Cook or Lake counties, Illinois and both parties hereby submit to the personal jurisdiction of such courts.
    4. Notice. Any notice or communication required or permitted under this Agreement will be in writing to the other party and will be deemed to have been received by the addressee: (a) if given by hand, immediately upon receipt; (b) if given by overnight courier service, the first business day following dispatch; (c) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail; or (d) if given by email, immediately upon receipt, but notices related to termination of this Agreement or any claims (including without limitation breach, warranty, or indemnity) may not be given via email except as expressly permitted in this Agreement or in an Online Order Form.
    5. Amendments. Zebra may modify this Agreement from time to time. Modifications hereof become effective for Customer upon renewal of the then-current Subscription Term or entry into a new Order Form that references the modified version of this Agreement. Zebra will use reasonable efforts to notify Customer of changes hereto through communications via Customer’s Account, a message posted on the Zebra Developer Portal, email, or other means reasonable capable of providing adequate notice. Customer may be required to click to accept or otherwise agree to the modified Agreement before renewing a Subscription Term or entering into a new Order Form.
    6. Waivers. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void, notwithstanding any language to the contrary therein, whether signed before or after acceptance of this Agreement.
    7. Entire Agreement. This Agreement (along with the corresponding Order Form) is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Zebra may change and update any Service (in which case Zebra may update the applicable Documentation accordingly).
    8. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) if the delay or failure results from any cause beyond such party’s reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
    9. Independent Contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
    10. Export Control. Customer agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, (a) Customer represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, (b) Customer will not (and will not permit any third parties to) access or use any Service in violation of any U.S. export embargo, prohibition or restriction, and (c) Customer will not submit to any Service any information that is controlled under the U.S. International Traffic in Arms Regulations.