NiceLabel End User License Agreement
Revised February 2023
THIS END USER LICENSE AGREEMENT (THIS "AGREEMENT") IS A BINDING LEGAL CONTRACT BETWEEN YOU (DEFINED BELOW) AND EURO PLUS, D.O.O., A COMPANY ORGANIZED AND EXISTING UNDER THE LAWS OF SLOVENIA, WITH ITS REGISTERED ADDRESS AT POSLOVNA CONA A 2, 4208 SENCUR, SLOVENIA AND ITS AFFILIATES (COLLECTIVELY, "NICELABEL"). BY CLICKING THE "ACCEPT" BUTTON OR PROVIDING AN ORDER TO NICELABEL, OR DOWNLOADING, INSTALLING, ACCESSING OR USING ANY SOFTWARE PROVIDED BY NICELABEL TO YOU OR ANY ASSOCIATED DOCUMENTATION PROVIDED WITH THIS AGREEMENT (COLLECTIVELY, THE "SOFTWARE") YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS, AND (B) REPRESENT AND WARRANT THAT, IF YOU ARE ACTING ON BEHALF OF YOUR ORGANIZATION, YOU HAVE THE RIGHT, POWER AND AUTHORITY TO, AND DO, ACCEPT THESE TERMS AND CONDITIONS ON ITS BEHALF. IN THE EVENT AN INDIVIDUAL IS ENTERED INTO AN AGREEMENT ON BEHALF OF (I) HIMSELF OR HERSELF, "YOU" (OR "YOUR") REFERS TO SUCH INDIVIDUAL, OR (II) A CORPORATE OR OTHER PUBLIC OR PRIVATE ENTITY, "YOU" (OR "YOUR") REFERS TO THAT ENTITY, AND SUCH INDIVIDUAL CERTIFIES THAT HE/SHE IS AN AUTHORIZED REPRESENTATIVE OF SUCH ENTITY.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, NICELABEL 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, NiceLabel 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 as well as the End User General Terms and Conditions set forth at https://www.loftware.com/about-us/legal, NiceLabel 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 during the term of this Agreement and subject to all conditions and limitations set forth in this Agreement. The 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 multi-user 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 NiceLabel, (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://www.loftware.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 NiceLabel's commercial disadvantage.
b. Specific Restrictions.
i Single User License. Single user licenses (Designer Express, Designer Pro 1 user and PowerForms Desktop, PowerForms Runtime) are permitted to be installed on a single computer and used to design and print labels manually on any number of printers. 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-NiceLabel software or "print system."
ii. Multi-User License. Multi-user licenses (Designer Pro multi user, PowerForms Suite, LMS Pro and LMS Enterprise) permits you to install the Software on an unlimited number of computers but 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 or jointly used by such computers in any seven (7) day period. While NiceLabel 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. You shall notify NiceLabel promptly before any increase in the number of Authorized Printers of the Software. To the extent your Printer use exceeds the number of Authorized Printers, you shall promptly pay NiceLabel additional License Fees attributable to such excess usage.
iii. Non-Production License. A non-production license permits you to use the Software only for test, development, quality assurance, backup and other similar non-production environments. For the avoidance of doubt, you are prohibited from using the Software for commercial label production if you do not have a single-user license or multi-user license.
iv. Territorial Restrictions. You may only use the Software in the country in which it was purchased. If you desire to obtain a global license, please contact NiceLabel. Territorial restrictions shall not apply to Affiliated Companies and contractors.
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. NiceLabel 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 NiceLabel, 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. NiceLabel will make all upgrades within a major version (e.g., version 6.2 to version 6.3) available to you at no additional charge at https://www.loftware.com/downloads/all-software-downloads. All upgrades to a new major version (e.g., version 6 to version 7) are only available to you free of charge if you purchased an SMA (as defined below). To receive an upgrade to a new version, Licensee must request an upgrade key by contacting NiceLabel at firstname.lastname@example.org (if under a SMA).
3. TERM AND TERMINATION.
a. The license will commence on the date you first use the Software and continue in effect until it is terminated as provided herein. Without prejudice to any other rights, NiceLabel 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 7(d). 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.
a. 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, NICELABEL, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, AND SUBCONTRACTORS, 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.
b. WITHOUT LIMITATION TO THE FOREGOING, NICELABEL 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 NICELABEL SHALL CREATE ANY ADDITIONAL NICELABEL WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF NICELABEL'S OBLIGATIONS HEREUNDER. THE SOFTWARE MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT NICELABEL 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. NICELABEL 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 and/or right to use granted and subject to all terms, conditions, and restrictions under this Agreement. NiceLabel 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. Subject to Section 7, you shall promptly notify NiceLabel if you become aware of any infringement of NiceLabel's Intellectual Property Rights in the Software and fully cooperate with NiceLabel, at NiceLabel's expense, in any legal action taken by NiceLabel to enforce its Intellectual Property Rights.
6. LIMITATION OF LIABILITY.
a. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NICELABEL 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 PRODUCTION OR 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 NICELABEL WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b. IN NO EVENT WILL NICELABEL'S AND ITS AFFILIATES', INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS', SERVICE PROVIDERS', AND SUBCONTRACTORS’ 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 NICELABEL BY YOU, (B) IN THE CASE OF A MONTHLY SUBSCRIPTION, THE TOTAL AMOUNT PAID TO NICELABEL BY YOU OVER THE TWELVE MONTHS PRIOR THE DATE OF THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
a. Indemnification by You. You shall indemnify and hold NiceLabel, its Affiliates, and its subcontractors harmless from and against any and all third party claims, suits, litigations, proceedings, actions, investigations (collectively, “Claims”) and shall pay all losses, damages, judgments, notifications, costs, fees, penalties, interest, liabilities, settlements, awards, fines, and expenses (including reasonable attorneys’ fees and costs of enforcing any right of indemnification hereunder) (collectively, “Losses”), arising out of (i) faulty or improper incorporation, installation, integration or support of the Software by you, (ii) any misrepresentations by you in respect of the Software, (iii) any violation by you of any of the material provisions of this Agreement, or (iv) any violation by you of any rights of any third person or entity, or (v) any negligent, tortious or intentional acts or omissions by you. If NiceLabel is obligated to respond to a third-party subpoena or other compulsory legal order or process described above, you shall also reimburse NiceLabel for reasonable attorney fees, as well as NiceLabel’s employees’ and contractors’ time and materials spent responding to the third-party subpoena or other compulsory legal order or process at reasonable hourly rates.
b. NiceLabel Indemnification. If a third party brings a Claim that your use of the Software or Documentation in accordance with this Agreement infringes upon any third-party intellectual property right, subject to your compliance with your obligations under this Agreement, NiceLabel will defend you against such action at NiceLabel’s expense and pay all damages finally awarded through judgment or settlement. The foregoing obligation does not apply to the extent that the alleged infringement arises from:
- third-party materials or your personal data;
- access to or use of the Software or Documentation in combination with any hardware, system, software, network, or other materials or service not provided by NiceLabel or specified for your use in the Documentation, unless otherwise expressly permitted by NiceLabel in writing;
- modification of the Software or Documentation other than: (i) by or on behalf of NiceLabel; or (ii) with NiceLabel’s written approval in accordance with NiceLabel’s written specifications;
- failure to timely implement any modifications, updates, upgrades, replacements, or enhancements made available to you by or on behalf of NiceLabel.
c. Indemnification Procedure. Each party shall promptly notify the other party in writing of any Claim for which such party believes it is entitled to be indemnified pursuant to this Clause 7. The party seeking indemnification (the “Indemnitee”) shall cooperate with the other party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel of its choice/reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Claim on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such Claim, the Indemnitee shall have the right, but no obligation, to defend against such Claim, including settling such Claim after giving notice to the Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate.
d. Mitigation. If the Software or Documentation are, or in NiceLabel’s opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party intellectual property right, or if your use of the Software or Documentation is enjoined or threatened to be enjoined, NiceLabel may, at its option and sole cost and expense:
- obtain the right for you to continue to materially use the Software or Documentation;
- modify or replace the Software or Documentation, in whole or in part, to seek to make the Software or Documentation (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Software or Documentation as applicable; or
- by written notice to you, terminate this Agreement with respect to all or part of the Software or Documentation and require you to immediately cease any use of the Software or Documentation or any specified part or feature thereof.
e. Sole Remedy. THIS SECTION 7 SETS FORTH YOUR SOLE REMEDIES AND NICELABEL’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SOFTWARE, DOCUMENTION AND/OR SUBSCRIPTION SERVICES, OR ANY SUBJECT MATTER OF THESE TERMS AND CONDITIONS INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
a. SMA Terms. By accepting and agreeing to this Agreement, to the extent you have purchased maintenance support services (an "SMA"), you shall be subject to this Section 8 and the additional SMA Terms located at https://www.loftware.com/about-us/legal/nicelabel-sma-terms ("SMA Terms"). NiceLabel may revise the SMA Terms from time to time in its sole discretion. Any such modifications will be reflected on the version of the SMA Terms posted to NiceLabel's website. All changes to such SMA Terms are effective immediately when the revised terms are posted to the website.
9. GOVERNING LAW.
a. 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 Delaware, 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 Delaware, and (ii) to the extent the governing law is determined under Section 9(b), all actions or proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the courts located in London, England. 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.
a. "Affiliated Company" means any entity controlling, controlled by, or under common control with you. "Control" of a business entity shall mean it owns, directly or indirectly, in excess of 50% of the outstanding voting securities or capital stock of such business entity, or any other comparable equity or ownership interest with respect to a business entity other than a corporation company; or has the legal power to direct or cause the direction of the general management of the company and “controls” or “controlled” shall be construed accordingly.
b. "Authorized Users" means (i) your employees, and (ii) those employees of your Affiliated Companies authorized by you to access the Software.
c. "Documentation" means user manuals, technical manuals and any other materials provided by NiceLabel, 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 NiceLabel, and accepted by NiceLabel, for, or relating to, your purchase of the license for the Software and/or SMA 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.
a. This Agreement constitutes the entire understanding and agreement between NiceLabel 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 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 NiceLabel to strictly enforce any provision of this Agreement will not operate as a waiver of that provision or any subsequent breach of that provision.
b. Any notice, request, consent, claim, demand, waiver or other communication under this Agreement will have legal effect only if in writing and addressed to NiceLabel 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 11 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. A copy of any notices sent to NiceLabel shall include a copy to Legal@loftware.com to the attention of the General Counsel.
c. 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.
d. 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.
e. NiceLabel 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 NiceLabel's prior written consent.
f. Subcontractors. NiceLabel may assign, delegate or subcontract the provision of this Agreement and any of its rights, duties or obligations under this Agreement or without your prior express written consent.
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.