Fusion-Link™ Lite

By accepting this FUSION-Link™ Lite Adopter Agreement (this “Agreement”) between You and Garmin New Zealand Ltd. doing business as FUSION Entertainment (hereinafter “FUSION”), You will enter into this legally binding Agreement and have access to the FUSION-Link Lite Documentation, FUSION-Link Lite Demonstration Application and Source Code (as those terms are defined in Section 1 below) subject to the terms and conditions of this Agreement. If You are accepting this Agreement on behalf of an entity, then in order for the entity to have the rights set forth in this Agreement You must include the full entity name and address, Your full name and Your full title. In addition, if You are accepting this Agreement on behalf of the entity, then You hereby acknowledge that You have authority to accept this Agreement on behalf of the entity and to bind the entity to the obligations set forth herein. You may accept this Agreement as an individual for personal use of the material and not associated with use by an entity, however, in such case You may not transfer or assign any of Your rights or delegate any of Your obligations under this Agreement to any entity or any other person. The terms and conditions of this Agreement are as follows:
1. This Agreement is subject to the following defined terms:
a. “FUSION-Link Lite Demonstration Application” is a demonstration personal computer (PC) application for simulating the FUSION-Link Lite commands.
b. “FUSION-Link Lite Documentation” means the FUSION-Link Lite specification documents and/or application programming interfaces (APIs) which describe how to implement certain Fusion-Link commands such as volume up, volume down, change audio source, and mute from remote devices.
c. “Source Code” means the FUSION-Link source code that is provided with the FUSION-Link Lite Demonstration Application.
d. “You” means an individual or legal entity who reads and accepts this Agreement.
2. FUSION grants You a non-exclusive, revocable, nonsublicensable, nontransferable license to the FUSION-Link Lite Documentation, FUSION-Link Lite Demonstration Application and Source Code for the sole purpose of developing hardware and/or software for remote control of FUSION devices which includes the right to modify and create derivative works of the Source Code and include the Source Code and modified Source Code in Your hardware and/or software (“Purpose”). You acknowledge and agree that any use of the FUSION-Link Lite Documentation, FUSION-Link Lite Demonstration and Source Code for any other Purpose is outside the scope of this license grant (“Unlicensed Purpose”).
3. You represent and warrant that You will not use the FUSION-Link Lite Documentation, FUSION-Link Lite Demonstration Application and Source Code for any Unlicensed Purpose including the remote control of non-FUSION systems. You acknowledge and agree that if You use the FUSION-Link Lite Documentation, FUSION-Link Lite Demonstration Application and/or Source Code for any Unlicensed Purpose including, but not limited to, using the APIs to communicate with third party hardware, then FUSION shall have a claim against You for both breach of contract and copyright infringement.
4. You represent and warrant that You will not modify in any way the FUSION-Link Lite Documentation and FUSION-Link Lite Demonstration Application provided to You under this Agreement.
5. Except as permitted in this Agreement, You agree to not distribute, transfer or provide any part of the FUSION-Link Lite Documentation, FUSION-Link Lite Demonstration Application and Source Code to any person or entity other than employees of Your organization with a need to know if You entered into this Agreement on behalf of an entity.
6. You agree to not claim any intellectual property rights or other rights in or to the FUSION-Link Lite Documentation, FUSION-Link Lite Demonstration Application, Source Code or any associated information. FUSION retains all right, title and interest in and to the FUSION-Link Lite Documentation, FUSION-Link Lite Demonstration Application, Source Code and any associated information. You are not granted any rights in or to any of the foregoing except as expressly set forth in this Agreement, the FUSION-Link Lite Documentation and/or other written agreements with FUSION related to these materials.
7. You agree to not reference or include any FUSION trademarks and logos with respect to any application or other product that You develop under this Agreement that is sold or made generally available for use unless you have entered into a separate FUSION-Link Lite Logo License Agreement for each product and each such usage, or You are granted a written exception from FUSION.
8. You acknowledge and agree that the FUSION-Link Lite Documentation, FUSION-Link Lite Demonstration Application and Source Code are confidential information of FUSION. Except as permitted in this Agreement, You agree to hold such FUSION-Link Lite Documentation, FUSION-Link Lite Demonstration Application and Source Code in strict confidence and shall not disclose them to any other person or entity other than employees of Your organization with a need to know if You entered into this Agreement on behalf of an entity.
9. You agree to not threaten to initiate litigation, or actually initiate litigation, against FUSION or any other entity based on their use of the FUSION-Link Lite Documentation and/or Source Code in Your application(s) or other product(s). If You initiate litigation against any entity alleging the use of the FUSION-Link Lite Documentation and/or Source Code constitutes intellectual property rights infringement, then FUSION may immediately terminate this Agreement and require You to cease all development under this Agreement and destroy all copies of the FUSION-Link Lite Documentation, FUSION-Link Lite Demonstration Application, Source Code and any other information provided to You under this Agreement.
10. FUSION, ITS AFFILIATED COMPANIES, SUPPLIERS AND LICENSORS MAKE NO CONDITIONS, WARRANTIES OR REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, USABILITY, QUALITY, CAPACITY, PERFORMANCE, AVAILABILITY, TIMELINESS OR ACCURACY OF THE FUSION-LINK LITE DOCUMENTATION, FUSION-LINK LITE DEMONSTRATION APPLICATION, SOURCE CODE OR ANY OTHER PRODUCT OR SERVICES SUPPLIED UNDER THIS AGREEMENT. FUSION, ITS AFFILIATED COMPANIES, SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM 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 OR TRADE, COURSE OF DEALING, COURSE OF PERFORMANCE OR OTHERWISE. FUSION, ITS AFFILIATED COMPANIES, SUPPLIERS AND LICENSORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE FUSION-LINK LIITE DOCUMENTATION, FUSION-LINK LITE DEMONSTRATION APPLICATION, SOURCE CODE OR ANY OTHER PRODUCT OR SERVICES SUPPLIED UNDER THIS AGREEMENT, OR TERMINATION OF THIS AGREEMENT.
11. This Agreement shall be governed by the laws of the England and Wales, without regard to any conflicts of laws principles. The parties agree that any dispute arising out of this Agreement shall be litigated in the courts in New Zealand. The parties hereby agree to the exclusive jurisdiction and venue of such courts.
12. You agree to indemnify and hold harmless FUSION, its affiliated companies, suppliers and licensors from all claims, whether arising in tort or contract, against FUSION, its affiliated companies, suppliers or licensors, including legal fees, expenses, settlement amounts and costs, arising out of the application, use or sale of Your applications and other products that use the FUSION-Link Lite Documentation, FUSION-Link Lite Demonstration Application, Source Code or any other products or services provided under this Agreement.
13. This Agreement contains the entire understanding between You and FUSION with respect to the matters contemplated by this Agreement and supersedes all prior written or oral communications, negotiations, understandings or agreements of any kind with respect to such matters. You may not assign this Agreement to any person or entity without the prior written consent of FUSION.
14. This Agreement may be amended from time to time by FUSION. In the event of any such amendment, You will be notified. Continued use of the FUSION-Link Lite Documentation, FUSION-Link Lite Demonstration Application, Source Code or any other information provided to You under this Agreement or continued access of the materials available following such notice constitutes Your binding acceptance of the amended Agreement. If You do not agree with any such amendment, then Your only remedy will be to terminate this Agreement and no longer use or access the FUSION-Link Lite Documentation, FUSION-Link Lite Demonstration Application, Source Code or any other information provided to You under this Agreement.
15. If You fail to comply with any of the terms of this Agreement and such non-compliance is not cured within twenty (20) calendar days following the issuance of the written notice to that effect, FUSION may immediately terminate this Agreement.
16. You may terminate this Agreement with or without cause upon delivery of written notice to FUSION.
17. Upon termination under Section 15 or 16 above, Your license under Section 2 above is automatically revoked, all other rights and obligations for both parties under this Agreement will cease, You may no longer use or access the FUSION-Link Lite Documentation, FUSION-Link Lite Demonstration Application and Source Code, and You must destroy all copies of the FUSION-Link Lite Documentation, FUSION-Link Lite Demonstration Application, Source Code and any other information provided to You under this Agreement.