End User License Agreement

Last updated: 2024-04-25

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, AZURELABEL WILL NOT AND DOES NOT AGREE TO LICENSE ANY RIGHT TO USE OR ACCESS THE SOFTWARE TO YOU. IN SUCH EVENT, CLICK "CANCEL" AND DO NOT DOWNLOAD, INSTALL, ACCESS, USE OR COPY THE SOFTWARE.

The Software is licensed to you, not sold. The Software is protected by United States and international copyright and trademark laws. Except for the limited license granted in this Agreement, AzureLabel and its licensors retain all right, title and interest in the Software, all copies thereof, and all proprietary rights in the Software and any associated documentation, including copyrights, patents, trademarks and trade secret rights.

1. GRANT OF LICENSE.

Subject to and conditioned upon your payment of the License Fees when due and your strict compliance with all terms and conditions set forth in this Agreement, during the term of this Agreement, AzureLabel grants you a revocable, non-transferable, non-exclusive, non-sub licensable, limited license to use, solely by and through your Authorized Users, the Software and Documentation, solely as set forth in this Section 1 and subject to all conditions and limitations set forth in this Agreement. This license set forth in this Section 1 grants you the right, exercisable solely by and through your Authorized Users, to:

a. Download, copy and install in accordance with the Documentation one (1) copy of the Software on each of the number of computers set forth on the Order owned or leased, and controlled by, you. Unless the Order expressly states that you are purchasing a network license, each such computer shall be for a single Authorized User. In addition to the foregoing, you have the right to make one copy of the Software solely for archival purposes and one copy of the Software solely for backup purposes, provided that you shall not, and shall not allow any Person to, install or use any such copy other than if and for so long as any copy installed in accordance with the preceding sentence is inoperable and, provided, further, that you uninstall and otherwise delete such inoperable copies. All copies of the Software made by you: (i) will be the exclusive property of AzureLabel, (ii) will be subject to the terms and conditions of this Agreement, and (iii) must include all trademark, copyright, patent, and other Intellectual Property Rights notices contained in the original; and

b. Use and run the Software as properly installed in accordance with this Agreement and the Documentation, solely as set forth in the Documentation and solely for your internal business purposes.

2. LIMITATIONS ON LICENSE.

a. General Restrictions. You shall not, and shall require your Authorized Users not to, directly or indirectly: (i) acquire the Software in any manner other than by downloading it from https://azurelabel.com or installing it from an authentic DVD containing the Software; (ii) use, (including making any copies of) the Software or Documentation beyond the scope of the license granted in Section 1, (iii) reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof, (iv) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or Documentation or any part thereof; (v) alter or modify any disabling mechanism which may be resident in the Software; (vi) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features or functionality of the Software, to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service; (vii) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Software or Documentation, including any copy thereof, (viii) except as expressly set forth in Section 1, copy the Software or Documentation, in whole or in part, (ix) use the Software or Documentation in violation of any applicable law, rule or regulation; or (x) use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to AzureLabel's commercial disadvantage.

b. Specific Restrictions.

i Pro License. The Pro license is a single user license that are permitted to be installed on a single computer and limits the number of connected printers to which the Software directly prints or to which a PDF or other electronic document or data stream created by the Software is printed (each, a "Printer") to which you may print ("Authorized Printers") to the amount of (2) two in any four (4) hour period. While AzureLabel attempts to monitor the number of Printers you are using, it is your responsibility to ensure that you are licensed for the actual number of Printers you are using. Only a single Authorized User, and not multiple, concurrent Authorized Users, may operate and use a single user license. User sessions operated through Windows Remote Desktop Services, Citrix or other similar software may only be accessed by one user at a time. You shall not use a single user license to generate printer language files for subsequent use by a non-AzureLabel software or "print system."

ii. Corporate License. The Corporate license is a network license that permits you to install the Software on an unlimited number of computers within the same local network or one RDP host, and limits the number of connected printers to which the Software directly prints or to which a PDF or other electronic document or data stream created by the Software is printed (each, a "Printer") to which you may print ("Authorized Printers") to the amount specified on your Order in any four (4) hour period. While AzureLabel attempts to monitor the number of Printers you are using, it is your responsibility to ensure that you are licensed for the actual number of Printers you are using.

c. Responsibility for Use of Software. You shall be solely responsible for ensuring that your use of the Software and/or Documentation is in compliance with all foreign, federal, state, and local laws, whether in the form of statutes, regulations, rules, standards, directives, guidelines, judicial or administrative decisions, or any other federal, state, or local action having the effect of law. You shall be responsible and liable for all uses of the Software and Documentation through access thereto provided by you, directly or indirectly. Specifically, and without limiting the generality of the foregoing, you shall be responsible and liable for all actions and failures to take required actions with respect to the Software and Documentation by your Authorized Users or by any other Person to whom you or an Authorized User may provide access to or use of the Software and/or Documentation, whether such access or use is permitted by or in violation of this Agreement. You will keep any passwords associated with the use of the Software in strict confidence, and will not share such passwords with any third party.

d. Enhancements. AzureLabel reserves the right to upgrade, enhance, change or modify the Software at any time in its sole discretion ("Enhancements"). Any Enhancements made available to you by AzureLabel, if any, will be subject to the terms of this Agreement, except to the extent that conflicting or more restrictive provisions are agreed upon in future agreements relating to such Enhancements. AzureLabel will make all upgrades within a major version (e.g., version 12.2 to version 12.3) available to you at no additional charge at https://azurelabel.com/download. All upgrades to a new major version (e.g., version 11 to version 12) are only available to you free of charge if you have an active subscription.

3. TERM AND TERMINATION.

The license will commence on the date you purchased the Software and continue in effect until it is terminated as provided herein. Without prejudice to any other rights, AzureLabel may terminate this Agreement immediately upon written notice to you: (a) if you fail to comply with any of the terms and conditions of this Agreement; or (b) as set forth in Section 6(b). In the event of any expiration or termination of this Agreement for any reason, you must remove all copies of the Software and all of its components from all of your systems, and destroy all related media and documentation, if any.

4. WARRANTY DISCLAIMER.

THE SOFTWARE AND ANY ASSOCIATED UPDATES (AS DEFINED BELOW) AND ENHANCEMENTS ARE PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AZURELABEL, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITATION TO THE FOREGOING, AZURELABEL PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AZURELABEL SHALL CREATE ANY ADDITIONAL AZURELABEL WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF AZURELABEL'S OBLIGATIONS HEREUNDER. THE SOFTWARE MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT AZURELABEL DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT: (I) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (II) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR DATA, WEB SITES, COMPUTERS, OR NETWORKS. AZURELABEL SHALL NOT BE RESPONSIBLE FOR SUCH ACTIVITIES. YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF YOUR DATA AND SYSTEMS.

5. INTELLECTUAL PROPERTY RIGHTS.

a. You acknowledge and agree that the Software and Documentation are provided under license, and not sold, to you. You do not acquire any ownership interest in the Software or Documentation under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement.
AzureLabel and its affiliates and their licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Software and all Intellectual Property Rights arising out of or relating to the Software, except as expressly granted to you in this Agreement. You shall safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You shall promptly notify AzureLabel if you become aware of any infringement of AzureLabel's Intellectual Property Rights in the Software and fully cooperate with AzureLabel, at AzureLabel's expense, in any legal action taken by AzureLabel to enforce its Intellectual Property Rights.

b. In the event a claim is made against you alleging that your use of the Software violates or infringes any Intellectual Property Rights of a third party, and AzureLabel reasonably believes that your use of the Software is likely to be infringing, AzureLabel, at its option and expense, may either (i) secure for you the rights necessary to continue to use the Software, (ii) modify the Software so that it becomes non-infringing, (iii) replace the potentially infringing portion of the Software with a functionally equivalent non-infringing product or service, or (iv) if AzureLabel determines that none of the foregoing options are reasonably practicable, immediately terminate this Agreement and, if applicable, refund the fees paid by you in advance, if applicable, for your use of the Software.

6. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AZURELABEL OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT AZURELABEL WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL AZURELABEL'S AND ITS AFFILIATES', INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS' AND SERVICE PROVIDERS', COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED (A) IN THE CASE A ONE-TIME LICENSE FEE, THE TOTAL AMOUNT PAID TO AZURELABEL BY YOU, (B) IN THE CASE OF A MONTHLY SUBSCRIPTION, THE TOTAL AMOUNT PAID TO AZURELABEL BY YOU OVER THE TWELVE MONTHS PRIOR THE DATE OF THE EVENT GIVING RISE TO THE CLAIM OR (C) IN THE CASE OF AN SMA (AS DEFINED BELOW), AN AMOUNT EQUAL TO THE SMA FEE, OR IF THE THREE YEAR SMA IS PURCHASED, A PRORATED PORTION OF SUCH SMA FEE NOT TO EXCEED THE PORTION OF SUCH SMA FEE ATTRIBUTABLE TO A ONE YEAR PERIOD. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION, IN WHOLE OR IN PART, MAY NOT APPLY TO YOU.

7. INDEMNITY.

You agree to indemnify, defend and hold harmless AzureLabel and its affiliates, and their respective officers, directors, employees, shareholders, agents, affiliates, licensors, consultants and other representatives, from and against any and all liabilities, losses, damages, fines, injuries, interest or expenses (including attorneys' fees and litigation costs) and third party claims arising out of, resulting from, or in connection with (i) your breach of any term or condition contained in this Agreement or (ii) your, or your Authorized Users', use or misuse of the Software and/or Documentation.

8. GOVERNING LAW.

This Agreement shall be construed in accordance with (a) to the extent you use (if you are an individual), or to the extent were organized in (if you are a corporate entity), North America or South America, the laws of the United States and the State of Wisconsin, or (b) to the extent you use (if you are an individual), or to the extent were organized in (if you are a corporate entity), in Europe, Asia or Australia, the laws of England and Wales. The parties agree that (i) to the extent the governing law is determined under Section 9(a), all actions or proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the state or federal (if permitted by law and a party elects to file an action in federal court) courts located in Milwaukee County, Wisconsin, and (ii) to the extent the governing law is determined under Section 10(b), all actions or proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the courts located in England and Wales. This choice of venue is intended by the parties to be mandatory and not permissive in nature, and to preclude the possibility of litigation between the parties with respect to, or arising out of, this Agreement in any jurisdiction other than that specified in this Section. Each party waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this Section. Any action of any kind brought by you and arising out of or in any way connected with this Agreement must be commenced within one (1) year of the date upon which the cause of action accrued.

9. FORCE MAJEURE.

AzureLabel will not be responsible or liable to you, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning, or Licensee equipment, loss and destruction of property, or any other circumstances or causes beyond AzureLabel's reasonable control.

10. DEFINITIONS.

a. "Affiliated Company" means any entity controlling, controlled by, or under common control with you.

b. "Authorized Users" means (i) your employees, (ii) your Affiliated Companies and (iii) contractors authorized by you to access the Software.

c. "Documentation" means user manuals, technical manuals and any other materials provided by AzureLabel, in printed, electronic, or other form, that describe the installation, operation, use, or technical specifications of the Software.

d. "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

e. "License Fees" means the license fees, including all taxes thereon, paid or required to be paid by you for the license granted under this Agreement.

f. "Order" means an order form or purchase order filled out and submitted by or on behalf of you, or other written communication provided by or on behalf of you to AzureLabel, and accepted by AzureLabel, for, or relating to, your purchase of the license for the Software granted under this Agreement or a Master Software Subscription and Services Agreement.

g. "Person" means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

11. GENERAL.

This Agreement constitutes the entire understanding and agreement between AzureLabel and you with respect to the transactions contemplated in this Agreement and supersedes all prior or contemporaneous oral or written communications with respect to the subject matter of this Agreement, all of which are merged in this Agreement. In particular, if you are a current licensee of the Software, this Agreement shall supersede your existing license agreement and that agreement shall be of no further force or effect. In the event that any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree, the remainder of this Agreement shall remain valid and enforceable according to its terms. Any failure by AzureLabel to strictly enforce any provision of this Agreement will not operate as a waiver of that provision or any subsequent breach of that provision. Any notice, request, consent, claim, demand, waiver or other communication under this Agreement will have legal effect only if in writing and addressed to AzureLabel at its address set forth in the introductory paragraph to this Agreement, or to you at your address set forth on the Order, or in either case to such other address or such other person that such addressee party may designate from time to time. Notices sent in accordance with this Section 12 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; and (d) on the fifth day after the date mailed by certified or registered mail, return receipt requested, postage prepaid. This Agreement was negotiated and written in English. Any inconsistency between the Agreement as expressed in English and any other language shall, to the full extent permitted by applicable law, be resolved by reference to the English version. The provisions of this Agreement which, by their terms, require performance after the termination or expiration of this Agreement, or have application to events that may occur after the termination or expiration of this Agreement, will survive the termination or expiration of this Agreement. All indemnity obligations and limitations of liability will be deemed to survive the termination or expiration of this Agreement. AzureLabel may assign any of its rights or obligations hereunder as it deems necessary. You shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without AzureLabel's prior written consent. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT.

12. AUTHORIZATION.

By downloading, installing, accessing or using the Software and any associated documentation and Enhancements you indicate that you have the authority to bind yourself and your organization, if applicable, to the terms of this Agreement.