FIT SDK

This Flexible and Interoperable Data Transfer (FIT) Protocol License Agreement (this "Agreement") is a binding agreement between Garmin International, Inc. and its affiliates (collectively, "Garmin") and the person or entity using the Licensed Technology (each, a "Licensee" or "you"). As used in this Agreement, the "Licensed Technology" means Garmin's Flexible and Interoperable Data Transfer ("FIT") software development kit ("SDK") that includes documentation describing the FIT protocol and related source code files.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE LICENSED TECHNOLOGY. BY USING THE LICENSED TECHNOLOGY, YOU SIGNIFY YOUR AGREEMENT TO THESE TERMS AND REPRESENT AND WARRANT THAT: (A) YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT; AND (B), IF LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, GARMIN WILL NOT AND DOES NOT LICENSE THE LICENSED TECHNOLOGY TO YOU, AND YOU MUST NOT USE THE LICENSED TECHNOLOGY AND MUST DELETE ALL COPIES OF THE LICENSED TECHNOLOGY.

• 1. Grant and Scope.

  Subject to and conditioned upon Licensee's strict compliance with all terms and conditions set forth in this Agreement, Garmin hereby grants to Licensee a non-exclusive, royalty-free, non-transferable, non-sublicensable, limited license to use the Licensed Technology for Licensee's internal business purposes, including to use the FIT protocol in any software created by Licensee and to create modifications of the Licensed Technology ("Modifications") subject to the restrictions in Section 3. The Licensed Technology is licensed, not sold, to Licensee by Garmin and Licensee does not have or obtain any ownership interest in the Licensed Technology, or in any related intellectual property rights. Garmin reserves all rights not expressly granted to Licensee in this Agreement.

• 2. Use Restrictions.

  Licensee shall not, and shall not permit any third party to, directly or indirectly:

  • a. remove, delete, efface, alter, obscure, translate, combine, supplement or otherwise change any trademarks or proprietary marks, notices, or symbols relating to the Licensed Technology;
  • b. use the Licensed Technology in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person or entity;
  • c. except as set forth herein, rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Licensed Technology, or any features or functionality of the Licensed Technology, to any third party for any reason;
  • d. distribute the Licensed Technology or any derivatives thereof so that any part of it becomes subject to any license that requires that the Licensed Technology or any of Garmin's other intellectual property be disclosed or distributed in source code form, or that others have the right to modify it;
  • e. use the Licensed Technology in violation of any law, regulation or rule;
  • f. use the Licensed Technology for purposes of benchmarking or a competitive analysis of the Licensed Technology;
  • g. use the Licensed Technology in or in connection with the design, construction, maintenance, operation, or use of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications or any other use or application in which the use or failure of the Licensed Technology could lead to personal injury or physical or property damage; or
  • h. fail to comply with all definitions and provisions in the FIT protocol or deviate from the standards as defined in the FIT protocol and related documentation.
• 3. Interoperability and Compatibility.

  Licensee agrees to maintain the features within the Licensed Technology that provide for interoperability between systems and compatibility with previous and future release versions of the FIT protocol. Any Modifications are permissible only if the interoperability of the FIT protocol is maintained.

• 4. Confidentiality.

  In connection with this Agreement, Garmin may disclose or make available Confidential Information to Licensee. "Confidential Information" means information in any form or medium (whether oral, written, electronic or other) that: (a) if disclosed in writing or other tangible form or medium, is marked "confidential" or "proprietary"; or (b) if disclosed orally or in another intangible form or medium, is identified by Garmin as confidential or proprietary when disclosed and later summarized and marked "confidential" or "proprietary" in writing by Garmin. Without limiting the foregoing, the Licensed Technology is Confidential Information of Garmin.

  Confidential Information does not include information that Licensee can demonstrate by written or other documentary records: (1) was rightfully known to Licensee without restriction on use or disclosure prior to such information being disclosed or made available to Licensee in connection with this Agreement; (2) was or becomes generally known by the public other than by Licensee's noncompliance with this Agreement; (3) was or is received by Licensee on a non-confidential basis from a third party that was not or is not under any obligation to maintain its confidentiality; or (4) was independently developed by Licensee without reference to or use of any Confidential Information.

  Licensee shall: (A) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; (B) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its sensitive information and in no event less than a reasonable degree of care; and (C) promptly notify Garmin of any unauthorized use or disclosure of Confidential Information and take all reasonable steps to prevent further unauthorized use or disclosure. If Licensee is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, Licensee will: (i) promptly, and prior to such disclosure, notify Garmin in writing of such requirement so that Garmin can, at Garmin's option, seek a protective order or other remedy or waive its rights under this paragraph; and (ii), at Garmin's expense, provide reasonable assistance to Garmin in opposing such disclosure or seeking a protective order or other limitations on disclosure. Subject to the preceding sentence, Licensee will disclose only that portion of the Confidential Information that, on the advice of legal counsel, Licensee is legally required to disclose and, on Garmin's request, will use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

• 5. License to Feedback and Modifications.

  If you provide any Feedback to Garmin or if you create any Modifications: (a) you grant to Garmin a worldwide, non-exclusive, royalty-free, transferable, sublicensable, perpetual and irrevocable license to use and otherwise exploit such Feedback or Modifications in connection with any Garmin products, applications and services; (b) Garmin shall be free to use, disclose, reproduce, distribute and otherwise commercialize all Feedback that you provide or Modifications you create without obligation or restriction of any kind on account of intellectual property rights or otherwise; (c) you waive all rights to be compensated or seek compensation for your Feedback or Modifications; and (d) Feedback or Modifications, even if marked confidential, shall not create any confidentiality obligations on Garmin.

• 6. No Warranties.

  LICENSEE AGREES THAT THE USE OF THE LICENSED TECHNOLOGY IS PROVIDED "AS IS", WITHOUT TECHNICAL SUPPORT FROM GARMIN AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. GARMIN MAKES NO CONDITIONS, WARRANTIES OR REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, USABILITY, SECURITY, QUALITY, CAPACITY, PERFORMANCE, AVAILABILITY, TIMELINESS OR ACCURACY OF THE LICENSED TECHNOLOGY AND OR ANY OTHER PRODUCTS OR SERVICES OR INFORMATION SUPPLIED UNDER THIS AGREEMENT. GARMIN EXPRESSLY DISCLAIMS ALL CONDITIONS, WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY INCLUDING, BUT NOT LIMITED TO, IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE AND NON-INFRINGEMENT, WHETHER ARISING BY USAGE OF TRADE, COURSE OF DEALING, COURSE OF PERFORMANCE OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, GARMIN MAKES NO WARRANTY OF ANY KIND THAT THE LICENSED TECHNOLOGY, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE'S OR OTHER PERSONS' REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEMS, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE.

• 7. Indemnification; Licensee's Responsibility.

  Licensee agrees to indemnify and hold harmless Garmin and its officers, directors, shareholders, managers, members, partners, employees, agents, subcontractors, successors and assigns for all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder, arising out of or related to (a) Licensee's breach of this Agreement, (b) Licensee's use of the Licensed Technology or (c) Modifications or Licensee's services, designs and/or products that are related to the Licensee's use of the Licensed Technology. Licensee is responsible and liable for all uses of the Licensed Technology through access thereto provided or enabled by Licensee, directly or indirectly.

• 8. Limitation of Liability.

  TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL GARMIN, OR ANY OF ITS LICENSORS, SERVICE PROVIDERS OR SUPPLIERS, BE LIABLE 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 OR OTHERWISE, FOR ANY (A) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES OR PROFITS, (B) LOSS OF GOODWILL OR REPUTATION, (C) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY LICENSED TECHNOLOGY, (D) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, (E) COST OF REPLACEMENT GOODS OR SERVICES OR (F) CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, IN EACH CASE, REGARDLESS OF WHETHER GARMIN WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF GARMIN TO LICENSEE ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED $100. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

• 9. Term and Termination.

  If Licensee breaches any of the terms of this Agreement, Garmin may immediately terminate this Agreement. In addition, Garmin or Licensee may terminate this Agreement with or without cause upon delivery of 30 days' written notice to the other party.

  Upon any such termination, (a) all rights of Licensee under this Agreement (including the license granted to Licensee hereunder) shall cease, (b) Licensee must immediately stop use of (including product development of devices relating to) the Licensed Technology and (c) Licensee shall delete all copies of the Licensed Technology and any Confidential Information; provided, however, Licensee shall not be required to delete electronic copies of Confidential Information generated automatically by archival or data backup systems, so long as such copies are not accessed or used in any manner that violates the terms or conditions of this Agreement. Any information retained pursuant to the preceding sentence will continue to receive the protections of Confidential Information hereunder. Upon request by Garmin, Licensee will certify to Garmin in writing that it has complied with the requirements of this paragraph.

  All rights, obligations or provisions under this Agreement that, by their nature, should survive termination or expiration of this Agreement will survive any expiration or termination of this Agreement, including Sections 4, 5, 6, 7, 8, 9, and 11.

• 10. No Support; Updates.

  This Agreement does not entitle Licensee to any support for the Licensed Technology. Licensee acknowledges that Garmin may update or modify the Licensed Technology from time to time and at Garmin's sole discretion (in each instance, an "Update"), and may require Licensee to obtain and use the most recent version of the Licensed Technology. Licensee is required to make any changes to Licensee's products, services, operating environment, equipment or other property that are required for integration as a result of such Update at Licensee's sole cost and expense. Licensee's continued use of the Licensed Technology following an Update constitutes Licensee's binding acceptance of the Update.

• 11. Miscellaneous.
  • a. Relationship of the Parties. The relationship between Garmin and Licensee is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
  • b. Notices. Any notice, request, consent, claim, demand, waiver or other communication under this Agreement will only have legal effect if in writing. Licensee must send all such notices or other communications in writing to Garmin at the following address: 1200 East 151st Street, Olathe, Kansas 66062, Attention: Legal Department. All such notices will be deemed effectively given: (1) when received, if delivered by hand, with signed confirmation of receipt; (2) when received, if sent by a nationally recognized overnight courier, signature required; and (3) on the fifth day after the date mailed by certified or registered mail, return receipt requested, postage prepaid. Notwithstanding the foregoing, Licensee hereby consents to receiving electronic communications from Garmin. Licensee agrees that any notices, agreements, disclosures or other communications that Garmin sends to Licensee electronically will satisfy any legal communication requirements, including that such communications be in writing.
  • c. Severability. Licensee agrees that if any part of this Agreement is found to be invalid, illegal or unenforceable, the remaining terms will remain in effect for the Licensee and for Garmin. On such determination that any term or other provision is invalid, illegal, or unenforceable, Garmin and Licensee shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
  • d. Governing Law and Forum Selection. This Agreement shall be governed by the laws of the state of Kansas, without regard to any conflicts of laws principles. The parties agree that any dispute arising out of this Agreement shall be litigated in the federal or state courts in the state of Kansas. The parties hereby agree to the exclusive jurisdiction and venue of such courts. THE PARTIES HEREBY WAIVE A TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARISING OUT OF THIS AGREEMENT.
  • e. Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties hereto with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
  • f. Assignment. Licensee shall not assign this Agreement, whether voluntarily, involuntarily, by operation of law, by merger or otherwise, without Garmin's prior written consent. For purposes of this Agreement, a change of control will be deemed an assignment. No assignment, delegation or transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void. This Agreement is binding on and inures to the benefit of the parties hereto and their respective successors and permitted assigns.
  • g. Amendment. This Agreement may be amended from time to time by Garmin in its sole discretion. Licensee is responsible for reviewing and becoming familiar with any such amendment. Licensee's continued use of the Licensed Technology after such amendment signifies Licensee's agreement to and acceptance of this Agreement, as amended. Any other attempt to alter or amend these terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both Licensee and Garmin.
  • h. Force Majeure. In no event will Garmin be liable or responsible to Licensee, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by any circumstances beyond Garmin's reasonable control, including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades, national or regional emergency, epidemics, pandemics, diseases, strikes, labor stoppages or slowdowns or other industrial disturbances, passage or change of law or any other action taken by a governmental or public authority, including imposing an export or import restriction, quota, quarantine restrictions or other restriction or prohibition or any complete or partial government shutdown.
  • i. No Third-Party Beneficiaries. Except as expressly set forth herein, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein is intended to or will confer on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
  • j. Waiver. No waiver by either party of any of the provisions hereof is effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
  • k. Equitable Relief. Licensee acknowledges and agrees that a breach or threatened breach by Licensee of any of its obligations under this Agreement would cause Garmin irreparable harm for which monetary damages may not be an adequate remedy and that, in the event of such breach or threatened breach, Garmin will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court of competent jurisdiction, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

Last updated: October 12, 2022