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”).
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE LICENSED TECHNOLOGY. GARMIN PROVIDES THE LICENSED
TECHNOLOGY SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE
ACCEPTS AND COMPLIES WITH THEM. BY ACCEPTING THIS AGREEMENT AND AGREEING TO BE BOUND BY ITS TERMS, YOU REPRESENT
AND WARRANT THAT: (A) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING 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 and its Authorized Users a non-exclusive,
non-sublicensable, limited license during the Term to use the Licensed Technology, solely as set forth
in this Section 1 and
subject to all conditions and limitations set forth in this Agreement. This license grants Licensee and
its Authorized Users the right to:
- a. Use the FIT SDK;
- b. Access the FIT Source Code Files; and
- c. Use the FIT Protocol in any software created by Licensee as long as the interoperability and
the FIT Protocol is maintained;
in each case, solely for Licensee’s internal business purposes. These items are available free of charge
by the Licensee on the terms and conditions set forth herein, provided that the Licensee complies with
and conditions of this Agreement. Garmin reserves all rights not expressly granted to Licensee in this
- 2. Use Restrictions.
Licensee shall not, and shall require its Authorized Users not to, directly or indirectly:
- a. copy the Licensed Technology, in whole or in part;
- b. use the Licensed Technology beyond the scope of the license granted under Section 1 of this
- c. distribute, transfer or otherwise provide the Licensed Technology to any person or entity other than
- d. except as set forth herein (including Section 3), modify, translate, adapt or otherwise create
or improvements, whether or not patentable, of the Licensed Technology or any part thereof;
- e. remove, delete, efface, alter, obscure, translate, combine, supplement or otherwise change any
of the Licensed Technology’s documentation, warranties, disclaimers or intellectual property rights,
rights or other symbols, notices, marks or serial numbers on or relating to the Licensed Technology;
- f. use the Licensed Technology in any manner or for any purpose that infringes, misappropriates, or
violates any intellectual property right or other right of any person or entity;
- g. except as set forth herein, rent, lease, lend, sell, sublicense, assign, distribute, publish,
otherwise make available the Licensed Technology, or any features or functionality of the Licensed
to any third party for any reason;
- h. use the Licensed Technology in violation of any law, regulation or rule;
- i. use the Licensed Technology for purposes of competitive analysis of the Licensed Technology;
- j. use the Licensed Technology in or in connection with the design, construction, maintenance,
any hazardous environments, systems or applications, any safety response systems or other
applications or any other use or application in which the use or failure of the Licensed Technology
to personal injury or physical or property damage; or
- k. fail to comply with all definitions and provisions in the FIT Protocol or deviate from the standards
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
systems and compatibility with previous and future release versions of the FIT Protocol. Any modifications
made to the FIT Source Code Files provided in the FIT SDK are permissible only if the interoperability of
Protocol is maintained. Notwithstanding the foregoing, with the prior written consent of Garmin, which
granted or denied in Garmin’s sole discretion, Licensee may modify or extend the FIT Source Code Files such
interoperability of the FIT Protocol is not maintained.
- 4. Confidentiality.
In connection with this Agreement, Garmin may disclose or make available Confidential Information to
“Confidential Information” means information in any form or medium (whether oral, written, electronic or
that: (a) if disclosed in writing or other tangible form or medium, is marked “confidential” or
(b) if disclosed orally or in another intangible form or medium, is identified by Garmin as confidential
proprietary when disclosed and later summarized and marked “confidential” or “proprietary” in writing by
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
records: (1) was rightfully known to Licensee without restriction on use or disclosure prior to such
being disclosed or made available to Licensee in connection with this Agreement; (2) was or becomes
by the public other than by Licensee’s noncompliance with this Agreement; (3) was or is received by
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
Licensee shall: (A) not access or use Confidential Information other than as necessary to exercise its
perform its obligations under and in accordance with this Agreement; (B) safeguard the Confidential
unauthorized use, access or disclosure using at least the degree of care it uses to protect its
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
unauthorized use or disclosure. If Licensee is compelled by applicable law to disclose any Confidential
then, to the extent permitted by applicable law, Licensee will: (i) promptly, and prior to such
Garmin in writing of such requirement so that Garmin can, at Garmin’s option, seek a protective order or
remedy or waive its rights under this paragraph; and (ii), at Garmin’s expense, provide reasonable
Garmin in opposing such disclosure or seeking a protective order or other limitations on disclosure.
preceding sentence, Licensee will disclose only that portion of the Confidential Information that, on
legal counsel, Licensee is legally required to disclose and, on Garmin’s request, will use commercially
efforts to obtain assurances from the applicable court or other presiding authority that such
Information will be afforded confidential treatment.
- 5. Intellectual Property Rights.
Licensee acknowledges and agrees:
- a. that the Licensed Technology is licensed, not sold, to Licensee by Garmin and Licensee does not have
connection with this Agreement any ownership interest in the Licensed Technology, or in any related
- b. not to claim any intellectual ownership of or rights in or to the Licensed Technology, or any
documentation, and that these remain the exclusive property of Garmin;
- c. to safeguard the Licensed Technology from infringement, misappropriation, theft, misuse or
- d. at Garmin’s expense, to take all such steps as Garmin may reasonably require to assist Garmin in
validity, enforceability and Garmin’s ownership of the intellectual property rights in the Licensed
- e. to promptly notify Garmin in writing if Licensee becomes aware of: (1) any actual or suspected
misappropriation or other violation of Garmin’s intellectual property rights in or relating to the
Technology; or (2) any claim that the Licensed Technology, including any production, use, marketing,
other disposition of the Licensed Technology, in whole or in part, infringes, misappropriates or
violates the intellectual property rights or other rights of any third party;
- f. at Garmin’s expense, to reasonably cooperate with and assist Garmin in all reasonable ways to
any actual or threatened infringement, misappropriation or violation of Garmin’s rights in, and to
resolve any actions or proceedings relating to, the Licensed Technology;
- g. that Licensee hereby unconditionally and irrevocably assigns to Garmin or its designee, on behalf of
its Authorized Users, Licensee’s and its Authorized Users’ entire right, title, and interest in and
intellectual property rights that Licensee or its Authorized Users may now or hereafter have in or
the Licensed Technology (including any rights in derivative works or patent improvements, as well as
or recommended changes to or feedback regarding the Licensed Technology), whether held or acquired
of law, contract, assignment or otherwise;
- h. that any information and ideas it places in the Licensed Technology will be accessible to and may be
by all licensees of the Licensed Technology, and that Licensee will not threaten to or actually
against any other licensee of the Licensed Technology related to that licensee’s use or disclosure
information or ideas Licensee places in the Licensed Technology; and
- i. except for the limited rights and license expressly granted under this Agreement, that nothing in
grants, by implication, waiver, estoppel or otherwise, to Licensee or any third party any
rights or other right, title, or interest in or to any of the Licensed Technology.
- 6. No Warranties.
LICENSEE AGREES THAT THE USE OF THE LICENSED TECHNOLOGY IS PROVIDED “AS IS”, WITHOUT TECHNICAL SUPPORT
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
SUPPLIED UNDER THIS AGREEMENT. GARMIN EXPRESSLY DISCLAIMS ALL CONDITIONS, WARRANTIES AND
IMPLIED OR STATUTORY INCLUDING, BUT NOT LIMITED TO, IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY,
A PARTICULAR PURPOSE, DURABILITY, TITLE AND NON-INFRINGEMENT, WHETHER ARISING BY USAGE OF TRADE, COURSE
COURSE OF PERFORMANCE OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, GARMIN MAKES NO WARRANTY OF ANY KIND
LICENSED TECHNOLOGY, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE’S OR OTHER
REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY
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,
partners, employees, agents, subcontractors, successors and assigns for all losses, damages,
actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind,
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)
services, designs and/or products that are related to the Licensee’s use of the Licensed Technology.
responsible and liable for all uses of the Licensed Technology through access thereto provided or
Licensee, directly or indirectly, including its Authorized Users, whether such access or use is
permitted by or
violation of this Agreement.
- 8. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL GARMIN, OR ANY OF ITS LICENSORS,
PROVIDERS OR SUPPLIERS, BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER
OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR
ANY (A) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES OR PROFITS, (B) LOSS
OR REPUTATION, (C) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY LICENSED
LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, (E) COST OF
SERVICES OR (F) CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE
EACH CASE, REGARDLESS OF WHETHER GARMIN WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH
DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF GARMIN TO LICENSEE
RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING
STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED $100. THE FOREGOING LIMITATIONS APPLY
REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- 9. Term and Termination.
The term of this Agreement commences as of Licensee’s acceptance of this Agreement or first use of any
Technology, whichever occurs earlier, and continues in effect until terminated as provided herein (the
If Licensee breaches any of the terms of this Agreement, Garmin may immediately terminate this Agreement.
addition, Garmin or Licensee may terminate this Agreement with or without cause upon delivery of 30
notice to the other party.
Upon any such termination, (a) all rights of Licensee under this Agreement (including the license granted
shall cease, (b) Licensee must immediately stop use of (including product development of devices
Licensed Technology and (c) Licensee shall delete all copies of the Licensed Technology and any
Information; provided, however, Licensee shall not be required to delete electronic copies of
Information generated automatically by archival or data backup systems, so long as such copies are not
used in any manner that violates the terms or conditions of this Agreement. Any information retained
preceding sentence will continue to receive the protections of Confidential Information hereunder. Upon
Garmin, Licensee will certify to Garmin in writing that it has complied with the requirements of this
All rights, obligations or provisions under this Agreement that, by their nature, should survive
expiration of this Agreement will survive any expiration or termination of this Agreement, including
6, 7, 8, 9, 11(e), 11(l) and 11(m).
- 10. No Support; Updates.
This Agreement does not entitle Licensee to any support for the Licensed Technology. Licensee
Garmin may update or modify the Licensed Technology from time to time and at Garmin’s sole discretion
instance, an “Update”), and may require Licensee to obtain and use the most recent version of the
Technology. Licensee is required to make any changes to Licensee’s products, services, operating
equipment or other property that are required for integration as a result of such Update at Licensee’s
expense. Licensee’s continued use of the Licensed Technology following an Update constitutes Licensee’s
acceptance of the Update.
- 11. Miscellaneous.
- a. Further Assurances. Upon Garmin’s reasonable request, Licensee shall execute and deliver
such documents and
instruments, and take all such further actions, as may be necessary to give full effect to this
- b. Relationship of the Parties. The relationship between Garmin and Licensee is that of
Nothing contained in this Agreement will be construed as creating any agency, partnership, joint
other form of joint enterprise, employment or fiduciary relationship between the parties, and
shall have authority to contract for or bind the other party in any manner whatsoever.
- c. Notices. Any notice, request, consent, claim, demand, waiver or other communication under
only have legal effect if in writing. Licensee must send all such notices or other communications in
Garmin at the following address: 1200 East 151st Street, Olathe, Kansas 66062, Attention: Legal
such notices will be deemed effectively given: (1) when received, if delivered by hand, with signed
of receipt; (2) when received, if sent by a nationally recognized overnight courier, signature
on the fifth day after the date mailed by certified or registered mail, return receipt requested,
prepaid. Notwithstanding the foregoing, Licensee hereby consents to receiving electronic
Garmin. Licensee agrees that any notices, agreements, disclosures or other communications that
Licensee electronically will satisfy any legal communication requirements, including that such
- d. Severability. Licensee agrees that if any part of this Agreement is found to be invalid,
unenforceable, the remaining terms will remain in effect for the Licensee and for Garmin. On such
that any term or other provision is invalid, illegal, or unenforceable, Garmin and Licensee shall
good faith to modify this Agreement so as to effect the original intent of the parties as closely as
a mutually acceptable manner in order that the transactions contemplated hereby be consummated as
contemplated to the greatest extent possible.
- e. Governing Law and Forum Selection. This Agreement shall be governed by the laws of the
regard to any conflicts of laws principles. The parties agree that any dispute arising out of this
shall be litigated in the federal or state courts in the state of Kansas. The parties hereby agree
exclusive jurisdiction and venue of such courts. THE PARTIES HEREBY WAIVE A TRIAL BY JURY WITH
DISPUTE ARISING OUT OF THIS AGREEMENT.
- f. 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,
representations and warranties, both written and oral, with respect to such subject matter.
- g. Assignment. Licensee shall not assign this Agreement, whether voluntarily, involuntarily,
operation of law,
by merger or otherwise, without Garmin’s prior written consent, which consent shall not unreasonably
or withheld. For purposes of this Agreement, a change of control will be deemed an assignment. No
delegation or transfer will relieve Licensee of any of its obligations or performance under this
purported assignment, delegation, or transfer in violation of this Section is void. This Agreement
and inures to the benefit of the parties hereto and their respective successors and permitted
- h. Amendment. This Agreement may be amended from time to time by Garmin in its sole
responsible for reviewing and becoming familiar with any such amendment. Licensee’s continued use of
Licensed Technology after such amendment signifies Licensee’s agreement to and acceptance of this
amended. Any other attempt to alter or amend these terms and conditions will be null and void,
agreed to in a written agreement signed by both Licensee and Garmin.
- i. Force Majeure. In no event will Garmin be liable or responsible to Licensee, or be deemed
under or breached this Agreement, for any failure or delay in fulfilling or performing any term of
Agreement when and to the extent such failure or delay is caused by any circumstances beyond
control, including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot
civil unrest, embargoes or blockades, national or regional emergency, epidemics, pandemics,
labor stoppages or slowdowns or other industrial disturbances, passage or change of law or any other
taken by a governmental or public authority, including imposing an export or import restriction,
quarantine restrictions or other restriction or prohibition or any complete or partial government
- j. No Third-Party Beneficiaries. Except as expressly set forth herein, this Agreement is for
sole benefit of
the parties hereto and their respective successors and permitted assigns and nothing herein is
will confer on any other person or entity any legal or equitable right, benefit or remedy of any
whatsoever under or by reason of this Agreement.
- k. 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
power or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor
single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or
exercise thereof or the exercise of any other right, remedy, power or privilege.
- l. 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
would not be
adequate remedy and that, in the event of such breach or threatened breach, Garmin will be entitled
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
to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not
are in addition to all other remedies that may be available at law, in equity or otherwise.
- m. Defined Terms. As used in this Agreement, the following terms shall have the meanings set
- “Authorized Users” means employees of Licensee who have a need to have access to the
- “FIT” means Flexible and Interoperable Data Transfer.
- “FIT Protocol” means Garmin’s interoperable binary data transfer protocol designed to be
- “FIT SDK” means Garmin’s downloadable package that contains documentation describing the FIT
and FIT Source Code Files.
- “FIT Source Code Files” means Garmin’s code files that show the implementation of the FIT
both encoding and decoding data.
- “Licensed Technology” means the FIT Protocol, FIT SDK, FIT Source Code Files and related
- “SDK” means software development kit.