LICENSE.txt

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