zplCore Licence Agreement (EULA)

Preamble

The Licensor develops zplCore, a .NET software library for generating, validating, rendering and printing labels in the ZPL II printer language and related formats, together with components and tools built on it. This agreement sets out the terms on which the Licensee may use the Software in development, in its own operations and – depending on the licence tier acquired – in its own products and services.

By downloading, installing, integrating (e.g. as a package reference) or otherwise using the Software, the Licensee accepts this agreement. Any person acting on behalf of a company represents that they are authorised to do so. Anyone who does not accept this agreement must not use the Software.

1. Definitions

The following terms have the meanings set out below in this agreement, whether used in the singular or the plural.

1.1Software: all components of zplCore that the Licensor provides to the Licensee or makes available for download, in particular the program libraries (assemblies) of the NuGet packages ZplCore, ZplCore.VectorLift, ZplCore.Testing, ZplCore.Import.Print and ZplCore.Designer and of any further packages bearing the prefix ZplCore, the container images (including the zplCore Server), the JavaScript SDK, the Web Component and the Blazor component of the zplCore Designer, the Tools, the Documentation, and the Licensor’s samples, templates and font files, in each case in all versions, Updates and Upgrades that the Licensee receives under this agreement.

1.2Tools: stand-alone programs of the Licensor intended for development, testing or migration, in particular the command-line program (ZplCli), the MCP server (ZplCore.Mcp), the build and CI integrations (e.g. the GitHub Action) and the Windows program zplCore Capture.

1.3Website Tools: the online applications made publicly available on zplcore.com, e.g. the live demo, RFID Studio and the expression builder. They are governed exclusively by the separate terms of use for Website Tools and demos; this agreement does not apply to them.

1.4Runtime Files: the components of the Software designated as redistributable in Annex A, in object-code form, that a Customer Application requires in order to run.

1.5Documentation: the product description, API reference, manuals and notes relating to the Software that the Licensor makes available in their current version from time to time (e.g. at zplcore.com or within the NuGet package).

1.6Licensee: the company acquiring the licence, as identified in the Order or the licence confirmation. Affiliated companies within the meaning of §§ 15 et seq. AktG (German Stock Corporation Act) are not automatically included; they may be expressly included in the Order.

1.7Developer: a natural person who writes, modifies or maintains source code, configuration, templates or scripts that directly use the programming interfaces of the Software, or who uses the Software in a development environment. Persons who solely operate a finished application of the Licensee, or who design or print labels, are not Developers.

1.8Named Developer: a Developer to whom the Licensee has assigned a Licence Seat.

1.9Licence Seat: the entitlement for exactly one Named Developer. The number of Licence Seats is determined by the licence tier and the Order.

1.10Internal Use: use of the Software and of the applications created with it within the Licensee’s own business operations, even where the results (e.g. printed labels, ZPL data, PDF or image files) reach third parties or third parties (e.g. customers in the Licensee’s online shop) trigger a print job, provided that the functionality of the Software itself is not offered to third parties as a product or service.

1.11Customer Application: software, a device or a service developed by the Licensee into which the Software is integrated and which provides substantial functionality of its own in addition to that of the Software.

1.12Redistribution: any provision of Runtime Files to third parties, in whatever form (e.g. as part of an installation package, a container image, firmware, a device, or a desktop or mobile application).

1.13SaaS Operation: the operation of a Customer Application containing the Software as a service for third parties who access it over a network (e.g. software as a service, platform, hosted application, application programming interface).

1.14End Customer: a third party who receives a Customer Application from the Licensee or uses it in SaaS Operation.

1.15Output: the data generated with the Software, in particular ZPL, EPL and other print data, label designs, image, PDF and SVG files, validation reports and measurements.

1.16Maintenance: the entitlement to Updates, Upgrades and support for a defined period in accordance with Section 12 and the support and maintenance terms.

1.17Update: a new version of the Software that fixes defects, improves compatibility or adds features, irrespective of whether it is designated a minor or a major version.

1.18Upgrade: a move to a higher licence tier or to a larger number of Licence Seats.

1.19Order: the quotation, order confirmation, invoice or licence confirmation recording the licence tier, number of Licence Seats, Maintenance period and fees.

1.20Business Day: Monday to Friday, excluding public holidays at the Licensor’s registered office as well as 24 and 31 December.

1.21Open-Source Components: third-party components licensed under an open-source or other free licence and listed in the THIRD-PARTY-NOTICES file and the accompanying licence files.

1.22Trial Version: the Software provided by the Licensor for evaluation purposes. It is governed primarily by the licence terms for the Trial Version.

2. Subject Matter, Conclusion and Scope of the Agreement

2.1The subject matter of this agreement is the grant of rights of use in the Software in return for payment, the provision of the Software and – while Maintenance is in effect – the provision of Updates and support.

2.2The Licensor contracts exclusively with entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law and special funds under public law, as well as with comparable businesses outside Germany. Consumers are excluded from purchasing.

2.3The agreement is concluded when the Licensor accepts an Order, and at the latest upon provision of the licence key or the licence confirmation, or upon the Licensee’s first use of the Software after receipt of an invoice.

2.4In the event of conflict, the following order of precedence applies: (1) an individually negotiated agreement signed in writing (e.g. an Enterprise agreement), (2) the Order, (3) this agreement including its annexes, (4) the support and maintenance terms, (5) the Documentation.

2.5The Licensee’s general terms and conditions of business or purchase do not apply, even if the Licensor does not expressly object to them or performs without reservation in the knowledge of them. This also applies to terms that must be “clicked through” in procurement systems, supplier portals or order forms.

2.6The Licensor owes the Software in the condition current at the time of delivery as described in the Documentation. No particular future development, support for particular printer models or firmware versions, or implementation of every command of a printer language is owed, except where the Documentation expressly promises it.

2.7Public availability. The NuGet packages of the Software are publicly available on nuget.org. Downloading or referencing a package does not grant any rights of use; use is permitted only under a valid licence or Trial Version and with the associated licence key (Section 7), or in the test mode under Section 7.8, in accordance with this agreement.

3. Licence Tiers

3.1Overview. The licence tiers differ in the number of Licence Seats and in whether the Software may be redistributed or used in SaaS Operation. The prices applicable from time to time are set out in the price list or the quotation, not in this agreement. Annex B summarises the licence tiers.

3.2Developer licence. One Licence Seat. Development and Internal Use in accordance with Section 4 are permitted, including operation on any number of the Licensee’s own servers, virtual machines and containers. Redistribution and SaaS Operation are not permitted.

3.3Team licence. Up to five Licence Seats; otherwise as the Developer licence.

3.4OEM / SaaS licence. Up to five Licence Seats. In addition to the rights under the Team licence, the Licensee may redistribute the Runtime Files royalty-free as part of Customer Applications and offer Customer Applications in SaaS Operation, in each case on the terms of Section 5.

3.5Enterprise licence. An unlimited number of Licence Seats within the Licensee (and the affiliated companies named in the Order), rights as under the OEM / SaaS licence, and the additional services specified in the Order or in an Enterprise agreement (e.g. priority handling in support, a named contact person, source code escrow under Section 23, deviating contractual terms).

3.6Trial Version. The Trial Version is provided solely for evaluation for a period of 30 days. The licence terms for the Trial Version apply; this agreement applies on a supplementary basis.

3.7Additional Licence Seats. Additional Licence Seats may be purchased at any time on the terms of the price list then in force. Their Maintenance may be aligned with the end of the existing Maintenance and charged pro rata.

3.8Tools. Every licence tier (including the Trial Version) includes all Tools at no additional charge, in particular zplCore Capture for migrating labels. Every Named Developer may use the Tools for development, testing, quality assurance and migration within the Licensee’s own business operations, including on its build and CI systems. The Tools are not redistributable: they may not be provided to third parties, become part of a Customer Application or be made accessible to third parties in SaaS Operation (Annex A). The zplCore Server is not a Tool in this sense; Section 3.11 applies to it.

3.9Special terms for zplCore Capture. zplCore Capture reads print jobs that the Licensee generates on its own computer with its own software and converts them into templates. The Licensee may use zplCore Capture only with installations and labels that it lawfully uses itself, and must comply with the licence terms of the respective labelling software when doing so. zplCore Capture is not publicly distributed; the Licensor makes it available to Licensees on request and may make its provision conditional on a valid licence. The Licensee alone is responsible for ensuring that the migration is compatible with third-party licence terms.

3.10zplCore Designer. The zplCore Designer (NuGet package ZplCore.Designer, container image, JavaScript SDK, Web Component, Blazor component) is a separate product with its own licence and its own price. It is purchased in addition to an SDK licence and requires a valid SDK licence of the same or a higher licence tier; an SDK licence alone does not include any right to use the Designer. The provisions of this agreement apply to the Designer licence accordingly, in particular the licence tiers under Sections 3.2 to 3.5: integration into an application that the Licensee uses only internally is covered by every Designer licence tier; if the Designer is made accessible to third parties (e.g. as a label editor in a customer portal, a distributed application or a SaaS application), a Designer licence of the OEM / SaaS or Enterprise tier is required. Maintenance and support for the Designer are the same as for the SDK (Sections 12 and 13; response as a rule on the next Business Day, and no later than within three Business Days). The price of the Designer licence is set out in the price list; it currently amounts to 50 % of the SDK price of the respective licence tier (Developer €495, Team €1,450, OEM / SaaS €2,950, Enterprise from €6,000), the annual Maintenance renewal 40 % of the Designer price (Developer €198, Team €580, OEM / SaaS €1,180, Enterprise €2,400) and an annual subscription of the Designer (Section 12.6) approximately 65 % of the Designer price per year (Developer €325, Team €945, OEM / SaaS €1,920; Enterprise by agreement), in each case plus VAT.

3.11zplCore Server. The zplCore Server is a container image of the Licensor that provides the Software as a service. It is included in every licence tier and is used, like the Software, in accordance with the licence tier acquired: under a Developer or Team licence the Licensee may operate it for Internal Use; under an OEM / SaaS or Enterprise licence it may in addition redistribute it as part of a Customer Application or operate it for third parties in SaaS Operation, in each case in accordance with Section 5 (including Section 5.3). If the zplCore Designer is enabled in the zplCore Server, Section 3.10 applies to the Designer. Without a valid licence key, the zplCore Server also runs in the test mode under Section 7.8.

4. Scope of the Rights of Use

4.1Grant. Upon full payment of the agreed fees, the Licensor grants the Licensee a simple (non-exclusive), perpetual, worldwide right, transferable only in accordance with Section 22, to use the Software within the scope of the licence tier acquired and in accordance with this agreement. Until full payment, use is permitted on a revocable basis.

4.2Development. Each Named Developer may install the Software on all devices they use (workstation, notebook, virtual development environment) and use it to develop, test and debug applications. The licence is tied to the person, not the device.

4.3Operation. The Licensee may run applications containing the Software on any number of servers, workstations, virtual machines, containers and cloud environments that it owns or that are operated on its behalf, for Internal Use. Production, test, staging, build and CI servers do not count as Licence Seats.

4.4Build and CI systems. The Software may be installed and run on automated build, test and deployment systems, even if these are used by several persons. Anyone who commits code to such systems that uses the Software must be a Named Developer.

4.5Reassignment of Licence Seats. The Licensee may assign a Licence Seat to another person if the previous Named Developer permanently ceases to use the Software (e.g. on leaving the company, a change of role or extended absence). A reassignment is permitted no more than once every 90 days per Licence Seat, and at any time if the previous Developer leaves the company. A Licence Seat must not be used alternately by several persons (“floating”).

4.6Contractors. The Licensee may have the Software used by contractors (e.g. freelance developers, agencies, IT service providers) solely for the Licensee’s purposes. A Licence Seat must be assigned to each such person. The Licensee ensures that contractors comply with this agreement and is liable for them as for its own employees.

4.7Copies. The Licensee may make the copies necessary for use in accordance with this agreement, including backup copies and copies in package caches, private package feeds (e.g. Azure Artifacts, GitHub Packages, Artifactory, Nexus) and container registries, provided these are accessible only to the Licensee and its Named Developers. Copyright notices, licence notices and markings must not be removed.

4.8Samples and templates. The Licensee may modify the Licensor’s sample code, sample projects and label templates and use them as the basis for its own applications and templates. Modified or unmodified samples may be redistributed as part of a Customer Application if the licence tier permits Redistribution.

4.9Earlier versions. Together with the right to a version, the Licensee also acquires the right to use earlier versions of the same Software to the same extent.

4.10Perpetual use after Maintenance ends. When Maintenance ends, the Licensee may continue to use all versions received up to that point, to the extent acquired, without time limit. There is then no entitlement to newer versions.

5. Redistribution and SaaS Operation

5.1Entitlement. Redistribution and SaaS Operation are permitted only under an OEM / SaaS or Enterprise licence and only on the terms of this Section. No royalty is payable per copy, per End Customer, per server or per print job.

5.2What may be redistributed. Only the Runtime Files listed in Annex A may be redistributed, in object-code form and as part of a Customer Application. Redistribution as a stand-alone product, as a stand-alone package (e.g. in a public package feed) or separately from the Customer Application is not permitted.

5.3Distinction from competing products. A Customer Application must not consist essentially of making the functionality of the Software available to third parties for their own software development. In particular, it is not permitted (a) to distribute a program library, SDK, component or control that passes through the programming interfaces of the Software, in whole or in part, to third parties, (b) to offer a general-purpose programming interface (e.g. a web API for rendering or converting ZPL) whose main purpose is to provide the functions of the Software, or (c) to offer a label editor whose main purpose is to provide the zplCore Designer to third parties for integration into their software. Programming interfaces serving a domain-specific product of the Licensee (e.g. a shipping, warehouse, ERP or label printing system) are permitted. In case of doubt, the Licensor will clarify on request, with binding effect, whether a project is permitted.

5.4End Customer terms. The Licensee redistributes the Runtime Files only on terms that ensure at least the following: (a) the End Customer may use the Runtime Files only together with the Customer Application; (b) reverse engineering, modification and onward distribution of the Runtime Files are excluded to the extent permitted by law; (c) the End Customer obtains no right to use the programming interfaces of the Software for its own development; (d) the Licensor accepts no liability towards the End Customer and gives the End Customer no warranty; (e) copyright and licence notices are preserved. The Licensee may incorporate these terms into its own licence or usage terms; the Licensor need not be named there.

5.5End Customers’ development rights. If an End Customer wishes to extend the Customer Application itself and, in doing so, to use the programming interfaces of the Software directly, its developers require a licence of their own.

5.6Third-party component notices. With each Customer Application, the Licensee supplies the licence notices of the Open-Source Components and fonts contained in the redistributed Runtime Files (Section 9). It is sufficient to enclose the THIRD-PARTY-NOTICES file and the licence files from the licenses package folder or to display them within the application (“About”, “Licences”).

5.7SaaS Operation. In SaaS Operation, End Customers may use the Customer Application over a network. The Runtime Files remain under the control of the Licensee or its hosting provider. The Licensee may have the Customer Application operated by third parties (e.g. cloud providers, data centres), provided that they do not use the Software themselves.

5.8Container images. The Licensee may store container images containing the Software in its own registries and run them in its own environments or in those of its End Customers. Providing container images to End Customers constitutes Redistribution under this Section. Container images contain third-party operating system packages with their own licences; the Licensee observes these licences when redistributing (Section 9.4).

5.9Attribution. Visible attribution of zplCore in the Customer Application is not required. If the Licensee wishes to name zplCore, it may use the designation “powered by zplCore” or an equivalent descriptive statement (Section 10.3).

5.10Survival. End Customer licences that the Licensee validly granted in accordance with this agreement before its termination remain unaffected by such termination.

6. Restrictions

6.1Except as permitted by this agreement or by mandatory law, the Licensee must not (a) rent, lend, lease, sublicense or otherwise make the Software available to third parties for use; (b) adapt, translate, rework or combine the Software with other programs in such a way that a stand-alone product is created from the Software itself; (c) reverse engineer, decompile or disassemble the Software; (d) use the Software beyond the scope of the licence tier acquired; (e) use the Software, the Documentation (including the API reference) or Output generated with the Software to develop, test, benchmark or improve a product that has essentially the same function as the Software and competes with it – for example by using Output of the Software as a reference or comparison baseline for its own renderer, barcode generator or label editor; (f) use the Software, the Documentation or Output, in whole or in part, to train, fine-tune or evaluate artificial intelligence models that constitute or are used for such a competing product. The use of Output in the Licensee’s own business operations and in Customer Applications under Section 11 remains unaffected.

6.2Acts permitted by law remain unaffected. The Licensee’s rights under § 69d (2) and (3) and § 69e UrhG (German Copyright Act) (backup copy; observing, studying and testing the functioning; decompilation to achieve interoperability with an independently created program) remain unaffected. Before decompiling to achieve interoperability, the Licensee asks the Licensor for the necessary interface information; the Licensor provides it free of charge within a reasonable period, to the extent it has such information. Under § 69e (2) UrhG, information obtained in this way may only be used to achieve interoperability, may not be given to others (except where necessary for that purpose) and may not be used for the development, production or marketing of a program substantially similar in its expression.

6.3Error correction. The Licensee is entitled to correct errors under § 69d (1) UrhG if the Licensor fails to remedy a reported, reproducible error within a reasonable period or refuses to remedy it.

6.4Protection measures. The Licensee must not circumvent, remove, disable or alter licence keys, licence checks, watermarks or other technical protection measures of the Software, and must not publish licence keys or disclose them to unauthorised persons (e.g. in public source code repositories).

6.5Notices. Copyright notices, trademark notices, licence notices and markings in the Software must not be removed or altered.

6.6Unlawful purposes. The Software must not be used for unlawful purposes, in particular not for counterfeiting markings, identity documents, certificates, postage or revenue stamps, seals, pharmaceutical or origin markings, or for infringing the intellectual property rights of third parties.

6.7Benchmarks. The Licensee may carry out its own performance measurements of the Software and use them internally. If results are published, the test environment, version and method must be stated so that they can be reproduced.

7. Licence Keys and Technical Licence Checks

7.1Licence key. Use of the Software requires a valid licence key, except for the test mode under Section 7.8. The Licensor provides it after receipt of payment (Section 14.2). The licence key is digitally signed and contains in particular the name of the Licensee, the licence tier, the products purchased (SDK, Designer), the number of Licence Seats and the end of Maintenance or of the term.

7.2Offline check. The Software checks the licence key exclusively locally by means of its signature. For this purpose it does not connect to the Licensor or to third parties, sends no data (no “phone-home”, no telemetry) and works without an internet connection, including in isolated (air-gapped) networks (Section 18.2).

7.3Validity. A licence key for a perpetual licence remains valid for all versions of the Software released up to the end of Maintenance; it does not expire for those versions through the passage of time. Versions released after the end of Maintenance require a renewal (Section 12). A licence key for a subscription or a Trial Version is valid until the end of the respective term.

7.4Handling of the licence key. The licence key is confidential (Section 18.5). The Licensee may store it in its development environments, build and CI systems, configurations and secret stores (e.g. environment variables, secret managers), provided these are accessible only to the Licensee, its Named Developers and its contractors (Section 4.6). In Customer Applications that are redistributed, the licence key may only be contained in compiled form or in a form otherwise protected against simple extraction (Annex A). The Licensee must not publish the licence key (e.g. in public source code repositories, packages, forums or samples) or disclose it to third parties who are not authorised under this agreement.

7.5Loss and misuse. If a licence key is lost, the Licensor provides a replacement key. If a licence key becomes known to unauthorised persons, the Licensee informs the Licensor without undue delay; the Licensor provides a new key and may treat the disclosed key as invalid in future versions of the Software. The Licensee deploys the new key within a reasonable period.

7.6Circumvention. The Licensee must not circumvent, remove, disable or modify the licence check, the licence key, watermarks of the Trial Version or other technical protection measures, nor produce, distribute or use tools or instructions for doing so; generating or modifying licence keys is likewise prohibited. § 69f (2) UrhG (German Copyright Act) remains unaffected. The acts mandatorily permitted by law under Section 6.2 (§§ 69d (2) and (3), 69e UrhG) also remain unaffected; they do not entitle the Licensee to use the Software without a valid licence key.

7.7No interruption of operation at the end of Maintenance. The end of Maintenance does not cause licensed versions of the Software already in use to stop operating or to produce watermarks.

7.8Test mode without a licence key. Without a valid licence key, the Software (SDK, zplCore Designer and zplCore Server) runs indefinitely in a test mode: previews and output carry a visible watermark, SVG output is a rasterised image, and generated print data contains the watermark in several places on the label. The test mode is permitted solely for development, testing and evaluation, not for productive operation, Redistribution or SaaS Operation. In all other respects, the licence terms for the Trial Version apply to it accordingly (except for their 30-day term, the trial key and support). Support is available only with a licence or during a Trial Version. Under Section 7.6, watermarks must not be removed or circumvented.

8. Licensor’s Rights, Reservation, Feedback

8.1The Software is protected by copyright. All rights not expressly granted under this agreement, in particular in the source code, remain with the Licensor. The Licensee does not receive any source code unless otherwise agreed.

8.2The Licensor remains free to further develop the Software and to grant licences in it to third parties.

8.3If the Licensee provides the Licensor with suggestions, bug reports or ideas for improvement (“Feedback”), the Licensor may incorporate them into the Software free of charge and without restriction. Confidential information and Output of the Licensee (e.g. submitted labels, ZPL files, customer data) do not constitute Feedback; they are governed by Section 18 and, where agreed, by a data processing agreement.

9. Open-Source Components and Fonts

9.1The Software contains Open-Source Components and third-party fonts. These are listed together with their licences in the THIRD-PARTY-NOTICES file and in the accompanying licence files (licenses package folder). They include in particular barcode encoders based on open-source projects under the MIT, BSD or Apache licence, graphics and font libraries, and fonts under the SIL Open Font License 1.1, the Apache License 2.0 and the Bitstream Vera licence.

9.2For the Open-Source Components, their licence terms take precedence over this agreement to the extent that they grant the Licensee more extensive rights or mandatorily require such precedence. This agreement does not restrict any rights granted directly by an open-source licence.

9.3The Licensor warrants that the use of the Open-Source Components within the scope of this agreement complies with their licence terms, provided that the Licensee fulfils its obligation under Section 5.6. As between the Licensor and the Licensee, the warranty and liability provisions of this agreement apply to the Open-Source Components.

9.4Container images additionally contain an operating system base image and third-party packages (e.g. runtime environment, font management, fonts), some of them under copyleft licences such as the GPL or LGPL. The Licensor provides a list of the included packages and their licences (SBOM) and fulfils any source code offer obligations to the extent they apply to it. The list is included in every container image (directory /licenses and as an image label or file) and is available for download on zplcore.com for every version.

9.5The fonts that the Software uses to render printer-resident fonts are independent fonts under free licences whose metrics and advance widths have been matched to the printer fonts. They are not copies of the printer fonts. The Software contains no fonts of printer manufacturers. If the Licensee registers its own fonts (e.g. licensed original fonts of a printer manufacturer), it is responsible for licensing them.

9.6The Licensor will not include in the Software any components whose licence would oblige the Licensee to disclose the source code of its Customer Application (strong copyleft), unless it expressly points this out in advance in the individual case and the Licensee is not required to use the component concerned.

10. Trademarks and Attribution

10.1“zplCore” and the associated logos are marks of the Licensor. This agreement grants no rights in them, except for descriptive reference in accordance with Section 10.3.

10.2Zebra, ZPL, ZPL II, EPL and other names of printer manufacturers, printer languages, labelling software, standards and organisations mentioned in the Software or the Documentation are trademarks or registered trademarks of their respective owners. They are used solely descriptively to indicate compatibility. The Licensor is not affiliated with, endorsed by or sponsored by these owners. The Licensee likewise uses these names only descriptively.

10.3The Licensee may truthfully state in documentation, advertising and within the Customer Application that its application uses zplCore (e.g. “powered by zplCore”), without creating the impression of a partnership, certification or endorsement by the Licensor. The Licensor’s logos may be used only in accordance with the Licensor’s logo guidelines or with its consent.

10.4The Licensor may name the Licensee as a reference customer (name and logo) only with the Licensee’s prior consent in text form.

11. Output and Data of the Licensee

11.1Output belongs to the Licensee. The Licensor makes no claims to it and does not restrict its use. No fees are payable for its use, distribution or exploitation, including after Maintenance ends or after termination of this agreement.

11.2Rights in content that the Licensee incorporates into Output (e.g. text, logos, graphics, barcode content, customer data) remain with the Licensee or the respective rights holders. The Licensee is responsible for the lawfulness of such content.

11.3Label templates and designs that the Licensee creates with the zplCore Designer or through migration (e.g. with zplCore Capture) belong to the Licensee. The storage format (JSON) is documented; the Licensee may read and write it with its own or third-party software.

12. Maintenance, Updates and Upgrades

12.1Included Maintenance. Every licence includes Maintenance for twelve months from delivery (provision of the licence). During Maintenance, the Licensee receives all published Updates of the licensed Software as well as support in accordance with Section 13.

12.2Renewal. After the Maintenance included in the purchase has expired, Maintenance may be renewed annually for further periods of twelve months each. The fee for renewal is 40 % per year of the list price of the licence tier applicable at the time of renewal and is payable in advance. Renewal is offered, not charged automatically, unless a subscription (Section 12.6) has been expressly agreed.

12.3Reinstatement. If Maintenance is not renewed in time, it may be resumed at any time. To do so, the Licensee pays the Maintenance fee for the period since the last Maintenance expired (pro rata on the basis of 40 % of the applicable list price per year) plus the fee for the new Maintenance period, but in total no more than the price of a new licence of the same licence tier. The new Maintenance runs for twelve months from receipt of payment.

12.4Without Maintenance. Without current Maintenance, there is no entitlement to Updates or support. The right to use all versions received up to that point remains unaffected (Section 4.10). Warranty claims under Section 15 remain unaffected.

12.5Upgrade. The Licensee may move to a higher licence tier or to a larger number of Licence Seats at any time. The amount payable is the difference between the list prices of the previous and the new licence tier applicable at the time of the Upgrade, provided that Maintenance for the previous licence is in effect at that time; otherwise Section 12.3 applies accordingly. The Upgrade starts a new twelve-month Maintenance period for the new licence tier. The previous licence is merged into the new licence.

12.6Subscription. Instead of a perpetual licence, an annual subscription may be agreed. The subscription comprises the rights of use of the respective licence tier as well as Maintenance and support for the term of the subscription. Each term lasts twelve months, is payable annually in advance and is extended by a further twelve months unless terminated in text form with 30 days’ notice to the end of the term. Notice of termination may be given in text form (e.g. by email) or via the customer portal. A notice of termination received later than 30 days before the end of the term takes effect at the end of the following term. For technical reasons, the licence key of a subscription may continue to work for up to 30 days after the end of the subscription; this does not give rise to any right of use. If the invoice for a renewal is not paid within 30 days after the end of the previous term, the Licensor is entitled to terminate the subscription at the end of the paid term. Notwithstanding Sections 4.1 and 4.10, the right to use the Software ends when the subscription ends; Section 21.3 applies accordingly. Output (Section 11) and End Customer licences validly granted (Section 5.10) remain unaffected. The price of the subscription is set out in the price list; it currently amounts per year to approximately 65 % of the list price of the perpetual licence of the same licence tier (Developer €645, Team €1,885, OEM / SaaS €3,835; there is no standard price for Enterprise, the price is agreed individually), in each case plus VAT.

12.7Versions and life cycle. The Licensor publishes Updates at its own discretion. It supports the current major version and – for at least 12 months after the release of a new major version – the previous major version with fixes for critical defects. The supported .NET versions and platforms are stated in the Documentation; the Licensor may discontinue support for .NET versions whose support by the manufacturer has ended.

12.8Backward compatibility. Within a major version, the Licensor endeavours to keep public programming interfaces and the format of stored label designs backward compatible. Stored designs of earlier schema versions are read and migrated by newer versions. The Licensor announces breaking changes in the release notes.

13. Support

13.1During Maintenance and during a Trial Version, the Licensee receives support in accordance with the support and maintenance terms, which form part of this agreement.

13.2Response time. The same response time applies to every licence tier: the Licensor normally responds to support requests on the next Business Day, and at the latest within three Business Days of receipt. The response time is the time until the first qualified answer from a developer, not until resolution.

13.3Support is provided in German or English by e-mail to support@zplcore.com or via a ticket system provided by the Licensor.

14. Fees, Payment, Taxes

14.1The fees are set out in the Order. All prices are net, plus statutory VAT; for cross-border supplies within the EU, the reverse-charge procedure may apply.

14.2Payment in advance. The fee is payable in advance. The Licensor delivers the Software or provides the licence key and licence confirmation after receipt of full payment. This also applies to Maintenance renewals, Upgrades and additional Licence Seats.

14.3Withholding taxes or comparable levies imposed on payments in the Licensee’s country are borne by the Licensee, so that the Licensor receives the agreed amount in full, unless a double taxation agreement allows a refund or exemption; the parties cooperate to that end.

14.4If the Licensee is more than 30 days in arrears with a payment, the Licensor may, after a reminder setting a reasonable deadline, withhold support and Updates until payment is made. Further statutory rights remain unaffected.

14.5The Licensee may set off only claims that are undisputed or have been finally determined by a court. The Licensee may exercise a right of retention only on account of claims arising from this contractual relationship.

15. Warranty

15.1Quality. The Software has the quality described in the Documentation at the time of delivery. Statements in the Documentation, on the website or in advertising are descriptions, not guarantees. The Licensor assumes a guarantee (guarantee of quality or durability) only if it is expressly designated as a “guarantee” in text form. Performance figures (e.g. benchmark values) are measurements in a described environment and may vary depending on hardware, data and configuration.

15.2Limits of the Software. The Software emulates printer languages based on publicly available specifications and the Licensor’s own measurements. Differences between the rendering of the Software and the printed output of a particular printer model, firmware or medium do not constitute a defect, insofar as they are described in the Documentation or are, in nature and extent, consistent with the state of the art. Validation functions (e.g. compliance pre-check, scan check, printer simulation, print darkness) assist the Licensee; they replace neither acceptance by carriers, authorities or trading partners nor the verification of printed labels with a barcode verifier. The Licensee tests labels in its own environment before productive use.

15.3Notification of defects. The Licensee notifies defects in text form without undue delay after their discovery and describes them as precisely as can reasonably be expected (e.g. version, environment, input data, expected and actual result). § 377 HGB (German Commercial Code) remains unaffected.

15.4Subsequent performance. In the event of material defects, the Licensor provides subsequent performance, at its option, by remedying the defect, by supplying a defect-free version (including an Update) or by providing a reasonable workaround that resolves the defect for the Licensee in an equivalent manner. The Licensee installs an Update that remedies the defect, provided that this can reasonably be expected of it.

15.5Failure. If subsequent performance fails after a reasonable period and at least two attempts, the Licensee may reduce the fees or – in the case of a defect that is not insignificant – withdraw from the agreement. Damages and reimbursement of wasted expenditure are governed by Section 16.

15.6Defects of title. If a third party asserts that the use of the Software in accordance with this agreement infringes its rights, Section 17.1 applies. The Licensor will, at its option, either procure the right of use or modify or replace the Software so that it no longer infringes the third party’s rights while remaining substantially equivalent.

15.7Exclusions. No claims exist to the extent that a defect results from the Software having been (a) used contrary to the Documentation or this agreement, (b) modified by the Licensee or third parties, (c) operated in an unsupported environment, or (d) combined with components neither originating from nor recommended by the Licensor, unless the Licensee proves that the defect does not result from such circumstances.

15.8Limitation period. Claims for defects become time-barred twelve months after delivery. This does not apply in cases of intent, gross negligence, fraudulent concealment, injury to life, body or health, claims under the Product Liability Act (Produkthaftungsgesetz) and claims under a guarantee; in these cases the statutory periods apply.

15.9Unjustified notices of defects. If it turns out that there is no defect for which the Licensor is responsible, the Licensor may charge for the effort of analysis and troubleshooting at its rates then in force, if the Licensee could have recognised on reasonable examination that there was no defect.

15.10Trial Version and services free of charge. For the Trial Version, the Website Tools and other items provided free of charge, the Licensor is liable for defects only if it has fraudulently concealed them.

16. Liability

16.1Unlimited liability. The Licensor is liable without limitation (a) in cases of intent and gross negligence, (b) for damage resulting from injury to life, body or health, (c) under the Product Liability Act (Produkthaftungsgesetz), (d) in the event of fraudulent concealment of a defect and (e) to the extent of any guarantee assumed.

16.2Slight negligence. In cases of slight negligence, the Licensor is liable only for breach of a material contractual obligation, i.e. an obligation whose fulfilment is essential to the proper performance of the agreement in the first place and on whose fulfilment the Licensee may regularly rely (cardinal obligation). In this case, liability is limited to the typical damage foreseeable at the time the agreement was concluded, but in no event exceeds the fees paid by the Licensee to the Licensor for the affected licence and Maintenance in the twelve months preceding the event giving rise to the damage. Otherwise, liability for slight negligence is excluded.

16.3Loss of data. Subject to Sections 16.1 and 16.2, the Licensor is liable for loss of data only up to the amount that would have been incurred for its recovery had the Licensee performed proper data backups in line with the state of the art.

16.4Indirect damage. In the cases of Section 16.2, the Licensor is not liable for lost profits, lost savings, production downtime, misprints and material consumption, contractual penalties owed to third parties or other indirect and consequential damage, unless such damage is typical for the agreement and foreseeable.

16.5Services free of charge. For the Trial Version, the Website Tools and other services provided free of charge, the Licensor is liable only in accordance with Section 16.1.

16.6Contributory fault. Any contributory fault of the Licensee, in particular failure to test labels before productive use (Section 15.2) or inadequate data backup, is taken into account.

16.7Persons. The foregoing limitations also apply in favour of the Licensor’s legal representatives, employees and vicarious agents.

16.8Limitation period. Claims for damages not falling under Section 16.1 become time-barred twelve months from the time at which the Licensee became aware, or without gross negligence should have become aware, of the damage and the circumstances giving rise to the claim, and at the latest five years after the event giving rise to the damage.

16.9International customers. Insofar as another law mandatorily applies to this agreement, the foregoing limitations apply to the fullest extent permitted under that law; any liability that cannot be excluded under that law remains unaffected.

17. Indemnification

17.1Indemnification by the Licensor. If a third party asserts against the Licensee that the use of the Software in accordance with this agreement infringes a copyright, trademark or patent of that third party in the European Union, the European Economic Area, Switzerland, the United Kingdom, the USA or another country named in the Order, the Licensor indemnifies the Licensee against such claims and the costs of a reasonable legal defence, provided that the Licensee (a) informs the Licensor in text form without undue delay, (b) does not acknowledge any infringement and does not enter into any settlement without the Licensor’s consent, (c) leaves the conduct of the defence and of all settlement negotiations to the Licensor, to the extent legally possible, and (d) provides the Licensor with reasonable support in doing so. Except in the cases of Section 16.1, the indemnification under this Section is limited in total to the higher of the following amounts: (a) three times the fees paid by the Licensee in total for the affected licence, or (b) €250,000. To this extent, this limit replaces the cap under Section 16.2. In all other respects, Section 16 remains unaffected.

17.2Remedy. The Licensor may, at its option, procure the necessary right, modify or replace the Software so that it is non-infringing, or – if neither is possible with reasonable effort – terminate the licence against a pro rata refund of the fees (for perpetual licences, depreciated on a straight-line basis over five years from delivery).

17.3Exclusion. Section 17.1 does not apply to the extent that the infringement results from content or specifications provided by the Licensee, from a modification of the Software by the Licensee, from a combination with products, data or processes not originating from the Licensor, from the use of an outdated version even though a non-infringing version has been made available, or from use contrary to this agreement. The implementation of standards (e.g. barcode symbologies, GS1 standards, printer languages) does not give rise to indemnification in respect of patents that are necessary for implementing the standard (standard-essential patents), insofar as the Licensor was not aware of them.

17.4Indemnification by the Licensee. The Licensee indemnifies the Licensor against third-party claims arising from use of the Software contrary to this agreement, from Customer Applications (excluding the Software itself to the extent Section 17.1 applies), from Output and content of the Licensee, or from commitments made by the Licensee to End Customers that go beyond this agreement.

18. Data Protection and Confidentiality

18.1Processing at the Licensee. The Software processes data exclusively in the environment in which the Licensee operates it. The use of the Software gives the Licensor no access to data of the Licensee or its End Customers or to Output. In this respect, the Licensor is neither a controller nor a processor within the meaning of the GDPR.

18.2No telemetry. The Software does not send any usage, diagnostic, licence or other data to the Licensor or to third parties (“no phone-home”), does not check licences over the internet and does not download content. It establishes network connections only where the Licensee expressly initiates them (e.g. printing to a network address, loading an image from a specified URL, connecting to a configured data source). The Licensor announces any change to this behaviour in advance in the release notes; any such change may only be introduced as an option that can be disabled and is disabled by default.

18.3Support. If the Licensee submits data in the course of support (e.g. ZPL files, labels, logs), the Licensor uses it only to handle the request, to fix defects and for regression testing, and deletes it when it is no longer needed for these purposes, at the latest 12 months after the request has been closed, unless otherwise agreed. The Licensee removes or replaces personal data before submission wherever possible. If the transfer of personal data is unavoidable, the parties first conclude a data processing agreement pursuant to Art. 28 GDPR.

18.4Contract data. The Licensor processes the Licensee’s contact and contract data for the performance of the agreement in accordance with its privacy policy.

18.5Confidentiality. The parties treat as confidential all non-public information of the other party that is designated as confidential or whose confidential nature is evident from the circumstances (in particular source code, licence keys, prices from individual quotations, trade secrets, labels and data of the Licensee), and use it only for the performance of this agreement. This does not apply to information that is or becomes publicly known through no fault of the receiving party, that was already lawfully known to it, that it lawfully receives from third parties without an obligation of confidentiality or develops independently, or whose disclosure is required by law or by order of a public authority. This obligation survives the end of the agreement for five years, and indefinitely for trade secrets and source code.

19. Export Control and Sanctions

19.1When using, redistributing and providing the Software, the Licensee complies with the applicable export control and sanctions regulations, in particular those of the European Union, Germany, the United Nations and – where applicable – the USA and the United Kingdom.

19.2The Licensee does not pass on or make available the Software or Customer Applications containing it to persons, companies or countries subject to embargoes or sanctions lists, and does not use them for purposes requiring authorisation without obtaining such authorisation (e.g. in connection with weapons of mass destruction or military end uses).

19.3The Licensor is not obliged to perform to the extent that performance is prevented by obstacles arising from export control or sanctions regulations.

19.4To the Licensor’s knowledge, the Software is not subject to an export authorisation requirement under Regulation (EU) 2021/821 (Dual-Use Regulation). Cryptographic functions used by the Software originate from the .NET runtime and from generally available mass-market software. For exports, transfers and redistributions carried out by the Licensee itself – in particular of Customer Applications – the Licensee remains responsible for the export control classification and for any authorisations required.

20. Licence Compliance Review

20.1Self-declaration. At the Licensor’s request, no more than once per calendar year, the Licensee provides information in text form within 30 days on the number of Named Developers and – for OEM / SaaS and Enterprise licences – on the Customer Applications in which the Software is redistributed or used in SaaS Operation.

20.2Audit for cause. If there are concrete indications of use beyond the scope acquired, the Licensor may have the use reviewed by an independent expert or auditor bound to confidentiality. The audit must be announced with at least 30 days’ notice, takes place during normal business hours – or remotely, at the Licensee’s option – and must not unreasonably disrupt business operations. The auditor discloses to the Licensor only the result of the licence review, not any trade secrets.

20.3Costs and true-up. The costs of the audit are borne by the Licensor. If the audit reveals under-licensing of more than 5 %, the Licensee bears the reasonable costs of the audit. In any event, the Licensee purchases the missing licences at the applicable list prices. Further claims remain unaffected.

20.4There is no technical monitoring of use (e.g. by data transmission from the Software) (Section 18.2).

21. Term and Termination

21.1Term. For perpetual licences, this agreement is concluded for an indefinite term. Ordinary termination by the Licensor is excluded. Trial Versions and subscriptions end when their term expires.

21.2Extraordinary termination. The right to terminate for good cause remains unaffected. Good cause for the Licensor exists in particular if the Licensee materially breaches Sections 4, 5, 6 or 19 despite a warning setting a reasonable deadline, or if it is more than 60 days in arrears with payment of the licence fee despite a reminder. In the case of serious breaches, in particular the circumvention of protection measures or the publication of licence keys or source code, no warning is required.

21.3Consequences. Upon termination, the rights of use expire. The Licensee ceases use, deletes all copies of the Software unless a statutory retention obligation applies, and confirms this in text form on request. Section 5.10 (survival of End Customer licences) remains unaffected, unless the termination is based on a breach of Section 5. Section 11 (Output) remains unaffected.

21.4Survival. Sections 8, 11, 15.8, 16, 17, 18.5, 19, 21.3, 24 and 25 survive termination.

22. Assignment

22.1Resale. The Licensee may transfer a perpetual licence as a whole to a third party if (a) it completely and permanently ceases to use the Software and renders unusable or deletes all of its own copies, (b) the third party agrees to this agreement in text form and (c) it notifies the Licensor of the transfer in text form, stating the acquirer. Splitting a licence with several Licence Seats among several acquirers requires the Licensor’s consent.

22.2Corporate transactions. In the event of a merger, demerger, change of control or sale of the business unit in which the Software is used, the licence passes to the legal successor or acquirer; the Licensee notifies the Licensor accordingly.

22.3End Customer licences. The transfer of an OEM / SaaS or Enterprise licence includes Redistribution rights only for the transferred Customer Applications. End Customer licences already granted remain in force.

22.4Licensor. The Licensor may transfer this agreement with all rights and obligations to an affiliated company or to an acquirer of the zplCore business unit. It notifies the Licensee accordingly; the Licensee may, within one month of the notification, object to the transfer of the current Maintenance and in that case terminate Maintenance with effect from the end of the current Maintenance period.

22.5Otherwise, neither party may transfer rights and obligations under this agreement without the consent of the other; consent must not be unreasonably withheld. § 354a HGB remains unaffected.

23. Source Code Escrow (optional)

23.1For Enterprise licences, the deposit of the source code with an independent escrow agent may be agreed against a separate fee.

23.2The details – in particular the escrow agent, the scope and updating of the deposit, the release events (e.g. opening of insolvency proceedings over the Licensor’s assets, permanent discontinuation of Maintenance of the Software without a successor) and the rights of use in the released source code (solely for fixing defects and continued maintenance for the Licensee’s own Customer Applications) – are governed by a separate escrow agreement.

24. Governing Law and Place of Jurisdiction

24.1This agreement is governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-laws rules of private international law.

24.2The exclusive place of jurisdiction for all disputes arising out of or in connection with this agreement is the Licensor’s registered office (Waldenbuch, Germany), provided that the Licensee is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany. The Licensor is also entitled to bring an action at the Licensee’s general place of jurisdiction. The right of both parties to seek interim relief before any competent court remains unaffected.

25. Final Provisions

25.1Form. Amendments and supplements to this agreement require text form (e.g. e-mail). This also applies to any waiver of this form requirement. Individual agreements take precedence (§ 305b BGB).

25.2Changes to the contractual terms. The Licensor may introduce new versions of this agreement for new versions of the Software. For versions already acquired, the version of this agreement in force at the time of their acquisition or provision applies. If the Licensee installs a new version of the Software under Maintenance, the version of this agreement provided with it applies to that version; rights in versions already acquired are not restricted as a result. A new version of this agreement must not restrict the Licensee’s rights under Section 4 (Scope of the Rights of Use), Section 5 (Redistribution and SaaS Operation) and Section 11 (Output) for the licence tier acquired.

25.3Notices. Notices are given in text form to the contact details stated in the Order and, to the Licensor, to support@zplcore.com, unless another address has been notified.

25.4Force majeure. Neither party is liable for failure to perform obligations to the extent that such failure results from circumstances beyond its reasonable control (e.g. natural disasters, war, pandemics, orders of public authorities, large-scale infrastructure outages), for the duration and to the extent of the impediment. Payment obligations remain unaffected.

25.5No waiver. A party’s failure or delay in exercising a right does not constitute a waiver of that right.

25.6Severability. Should any provision of this agreement be or become invalid or unenforceable, the validity of the remaining provisions remains unaffected. The invalid provision is replaced by the statutory provisions (§ 306 (2) BGB). In the case of individually negotiated provisions, the parties undertake to replace the invalid provision with a valid one that comes closest to its economic purpose.

25.7Entire agreement. This agreement, together with its annexes, the support and maintenance terms and the Order, constitutes the entire agreement between the parties with respect to its subject matter.

25.8Language version. This agreement is drawn up in German and English. In the event of any discrepancy or question of interpretation, the German version prevails. The English version is provided for convenience of understanding only.

Annex A – Redistributable Runtime Files

Only under an OEM / SaaS or Enterprise licence and only in accordance with Section 5.

Annex B – Licence Tiers at a Glance