@garmin/fitsdk 21.168.0 → 21.169.0

package/LICENSE.txt

@@ -1,339 +1,339 @@
-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.
-
-
+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