By downloading the FIT SDK, you accept our license agreement.
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.
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.
Licensee shall not, and shall not permit any third party to, directly or indirectly:
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.
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.
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.
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.
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.
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.
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.
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.
Last updated: October 12, 2022
Release Date: January 5, 2023Accept & Download