Last Updated: March 28, 2018

API LICENSE AGREEMENT

(GARMIN HEALTH API AND/OR GARMIN CONNECT API)

This API LICENSE AGREEMENT (this “Agreement”), effective as of the date of acceptance of this Agreement (the “Effective
Date”), is a binding agreement between Garmin Switzerland GmbH (“Garmin”) and you or, if you are entering into this
Agreement on behalf of a corporation, governmental organization or other legal entity, then the corporation you represent
(“Licensee”). Garmin and the Licensee are the Parties to this Agreement. By accepting this Agreement, you affirm that you
are authorized to bind the Licensee, and confirm that you have read and agree to all terms set forth in this Agreement.

GARMIN PROVIDES THE API (AS DEFINED BELOW) SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN
THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY
CHECKING THE “ACCEPT” BOX, YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT LICENSEE IS LEGALLY
BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO
A BINDING AGREEMENT; AND (II) 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 LICENSEE DOES NOT AGREE TO THE TERMS OF THIS
AGREEMENT, GARMIN WILL NOT AND DOES NOT LICENSE THE API TO LICENSEE AND YOU MUST NOT
DOWNLOAD OR USE THE API OR ANY DELIVERABLES (AS DEFINED BELOW).

THIS AGREEMENT CONTAINS PROVISIONS THAT LIMIT GARMIN’S LIABILITY.

1. PURPOSE

This Agreement sets forth the rules concerning Licensee’s use of the API and content shared through Garmin Connect
and/or other Garmin web services (through the API or otherwise) for application development.

2. DEFINITIONS

“API” means the Health API and/or the Connect API provided by Garmin to Licensee.

“Connect API” means Garmin’s Connect Application Programming Interface, including any updates, and any accompanying
Deliverables.

“Deliverables” means the executable code of the applicable API, supporting documentation, License Key, text, software and
any other materials associated with the applicable API as may be provided by Garmin.

“End User” means a person who uses Licensee’s Applications.

“License Key” means a unique electronic key that is assigned to Licensee and associated with the URL of Licensee’s
website.

“Licensee Applications” means the website, software applications, services or products developed, implemented or
distributed by Licensee that interface with Garmin Connect and/or other Garmin web services.

“Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person
is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification
number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental,
economic, cultural or social identity of that natural person. Personal Data includes but is not limited to information relating
to the End User such as number of steps walked, calories burned, distance traveled, total activity time throughout the day,
and any other metrics obtained (“Personal Activity Information”).

“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration,
unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed.

“Processing” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data,
whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or
alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment
or combination, restriction, erasure or destruction.
“Health API” means Garmin’s Health Application Programming Interface, including any updates, and any accompanying
Deliverables.

3. SEPARATE CONTROLLERS

3.1. Garmin and Licensee are Separate Controllers of the Personal Data each Processes related to this Agreement.

3.2. Garmin and Licensee are each separately responsible for complying with all data protection and privacy laws and
regulations that govern their Processing of Personal Data under this Agreement.

4. DELIVERY AND ACCEPTANCE

4.1. Garmin shall deliver a single License Key to Licensee after the Licensee accepts this License Agreement.

4.2. Garmin has no obligation to provide Licensee or its End Users with support, software upgrades, enhancements, or
modifications to the API. Licensee understands and agrees that it is solely responsible for providing End User
support and any other technical assistance for its applications. Garmin may redirect End Users and potential End
Users of Licensee’s application to the email address on Licensee’s account for purposes of answering general
application inquiries and support questions.

5. LICENSE GRANTS AND OWNERSHIP

5.1. Subject to the terms and restrictions set forth in this Agreement, Garmin grants Licensee a limited, non-exclusive,
non-transferrable, revocable and non-sublicensable license during the term of this Agreement to: (a) embed the
API and underlying content into Licensee Applications so that Licensee Applications can interface directly with
Garmin Connect and/or other Garmin web services; and (b) use data transmitted through the API only to the extent
necessary to format and display such data through the Licensee Applications and only as allowed by law and in
compliance with each End User’s consent.

5.2. Licensee acknowledges and agrees that the API is owned exclusively by Garmin or its affiliates, and is licensed,
not sold, to Licensee on a non-exclusive, non-sublicensable, revocable basis on the terms and conditions set forth
herein. Licensee does not acquire any ownership interest in the API under this Agreement or any other rights
thereto other than to use the API in accordance with the license granted, and subject to all terms, conditions and
restrictions, under this Agreement. Garmin and its affiliates and/or licensors reserve and shall retain their entire
right, title and interest in and to the API, including all copyrights, trademarks and other intellectual property rights
therein or relating thereto, except as expressly granted to Licensee in this Agreement. This Agreement defines
legal use of the API, all updates, revisions, substitutions, and any copies of the API made by or for Licensee. All
rights not expressly granted to Licensee are reserved by Garmin.

5.3. Licensee may voluntarily provide Garmin with feedback or comments related to the API (“Feedback”). Licensee
agrees that Garmin and its affiliates shall be free to copy, modify, create derivative works of, publicly display,
disclose, distribute, license, sublicense, incorporate, and otherwise use Feedback, including all derivative works
thereto, for any and all purposes, commercial or otherwise, with no obligation of any kind to Licensee.

6. LICENSEE’S DUTIES AND RESTRICTIONS

6.1. Licensee shall:

a. ensure that the fundamental meaning of the API content is not changed or distorted;
b. ensure that the use or display of API content does not suggest that Garmin promotes or endorses Licensee
or any third party or the causes, ideas, web sites, products or services of Licensee or any third party;
c. only use the API for the purposes and in the manner expressly permitted by this Agreement, and use the API
and Process the data transmitted through the API in accordance with all applicable laws and regulations and
consistent with End Users’ consent; and
d. comply with all Licensee obligations set forth in this Agreement, including but not limited to all obligations set
forth in Section 16, below.

6.2. Licensee shall not:

a. modify or edit any content, headlines, links or metadata included in the API content when presenting it on a
Licensee Application;
b. display the name, logo, trademark or other identifier of another person (other than Garmin, in accordance with
this Agreement) on any Licensee Application in such a manner as to give the viewer the impression that such
other person is a publisher or distributor of the API content on such Licensee Application;
 c. use the API in any manner or for any purpose that violates any law or regulation, any right of any person,
including but not limited to intellectual property rights, rights of privacy, or rights of personality, or in any
manner inconsistent with this Agreement;
d. use the API to operate any application where human life may be at stake. Licensee understands that the API
is not designed for such purposes and that Licensee’s failure in such cases could lead to death or personal
injury for which Garmin is not responsible;
e. sell, lease, share, transfer, or sublicense the License Key or derive income from the use or provision of the
API, whether for direct commercial or monetary gain or otherwise, without Garmin's prior written permission;
f. use the API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage,
or otherwise fails to comply or is inconsistent with any part of the API documentation as determined by Garmin
in its sole discretion;
g. mislead or confuse End Users as to the features, functionality, origin, capabilities, or other aspects of the
Licensee Application or the API;
h. interfere with or disable any features or functionality of the API, including, without limitation, any mechanisms
used to restrict or control the Garmin Connect services or any other Garmin web services;
i. translate, reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms,
structure or organizational form from the API;
j. use the API to design a client or application that uses any robot, spider, site search or other retrieval
application or device to scrape, retrieve or index services provided by Garmin or its licensors, or to collect
information about End Users for any unauthorized purpose;
k. copy the API, except as expressly permitted by this Agreement;
l. modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, to
the API;
m. remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual
property or proprietary rights notices from the API or any other material provided by Garmin, including any
copy thereof;
n. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the API or
any features or functionality of the API to any third party for any reason, including by making the API available
on a network where it is capable of being accessed by more than one device at any time;
o. remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights
management or security features in or protecting the API;
p. violate, misappropriate or infringe any copyright, patent, trademark, trade secret, rights of privacy and
publicity, or other proprietary, contract or legal right of any third party or of Garmin.

6.3. The parties understand and agree that Garmin is not a consumer reporting agency as defined by the Fair Credit
Reporting Act, 15 U.S.C. §1681 et seq. (“FCRA”) and that Licensee’s use of the API as contemplated hereunder
does not constitute a transaction involving a “consumer report” as defined by the FCRA. Licensee agrees that any
End User information provided to Licensee by Garmin or through the API has not been collected for credit purposes
and will not be used by Licensee or any third party to evaluate or determine any End User’s credit worthiness, credit
standing, credit capacity, or other characteristics listed in Section 603(d) of the FCRA. Licensee shall not use or
permit any third party to use the API, any data transmitted through the API or any Garmin service to determine End
User’s eligibility for credit or insurance, employment purposes or any other purpose set forth in Section 604 of the
FCRA.

7. GARMIN TRADE NAME AND LOGO LICENSE

7.1. Subject to these terms of use, Garmin grants Licensee a personal, worldwide, royalty-free, non-assignable, non-
transferable, non-sublicensable, revocable, and non-exclusive license to display Garmin's trade name and logo
(“Garmin Brand Features”) on Licensee’s website solely for the purpose of informing End Users that they can
retrieve their data from Garmin Connect. Licensee must include the Garmin Brand Features on Licensee’s website
for this limited purpose.

7.2. With respect to Licensee’s use of the Garmin Brand Features, Licensee shall at all times adhere the brand
guidelines and appropriate icons set forth on http://developer.garmin.com/resources/brand-guidelines/, which may
be revised by Garmin from time to time.

7.3. In using Garmin Brand Features, Licensee will not:

a. use Garmin Brand Features to disparage Garmin or its products or applications or cast Garmin in a negative
light in any way;
b. display a Garmin Brand Feature in a manner that is misleading, defamatory, infringing, libelous, disparaging,
obscene or otherwise objectionable to Garmin; or
 c. remove, distort or alter any element of a Garmin Brand Feature (this includes squeezing, stretching, inverting,
discoloring, etc.).

8. LICENSEE TRADE NAME AND LOGO LICENSE

8.1. Licensee grants Garmin a personal, worldwide, royalty-free, non-assignable, non-transferable, non-sublicensable,
revocable, and non-exclusive license to display Licensee's trade name and logo (“Licensee Brand Features”) on
Garmin’s website for promotional purposes and to identify Licensee as a Garmin strategic partner.

8.2. In using Licensee Brand Features, Garmin will not:

a. use Licensee Brand Features to disparage Licensee or its products or applications or cast Licensee in a
negative light in any way;
b. display a Licensee Brand Feature in a manner that is misleading, defamatory, infringing, libelous, disparaging,
obscene or otherwise objectionable to Licensee; or
c. remove, distort or alter any element of a Licensee Brand Feature (this includes squeezing, stretching,
inverting, discoloring, etc.).

9. CONFIDENTIALITY

9.1. The terms of this Agreement, the API, Licensee Key, Deliverables and any related information provided to Licensee
by Garmin are proprietary and confidential information of Garmin and shall constitute “Garmin Confidential
Information” under this Agreement. “Garmin Confidential Information” also includes any other non-public
information (non-public third party information) that Licensee learns in connection with Licensee’s use of any part
of the API about Garmin’s products, designs, research, development, know-how, or Garmin’s business, finances or
personnel.

9.2. Garmin works with many application and software developers and some of their products may be similar to or
compete with Licensee’s products and applications. Garmin may also be developing its own similar or competing
applications and products or may decide to do so in the future. To avoid potential misunderstandings, Garmin
cannot agree, and expressly disclaims, any confidentiality obligations or use restrictions, express or implied, with
respect to any information that Licensee may provide in connection with these terms of use, including information
about Licensee’s products and application (such disclosures will be referred to as “Licensee Disclosures”).
Licensee agrees that any such Licensee Disclosures will be non-confidential. Garmin will be free to use and
disclose any Licensee Disclosures on an unrestricted basis without notifying or compensating Licensee. Licensee
releases Garmin and its affiliates from all liability and obligations that may arise from the receipt, review, use, or
disclosure of any portion of any Licensee Disclosures. Any physical materials Licensee submits to Garmin will
become Garmin property and Garmin will have no obligation to return those materials to Licensee or to certify their
destruction.

9.3. Licensee agrees to protect Garmin Confidential Information using at least the same degree of care that it uses to
protect its own confidential information of similar importance, but no less than a reasonable degree of care.
Licensee agrees to use Garmin Confidential Information solely for the purpose of exercising its rights and performing
its obligations under this terms of use and agree not to use Garmin Confidential Information for any other purpose,
or for its own or any third party’s benefit, without the prior written consent of an authorized representative of Garmin.
Licensee further agree not to disclose or disseminate Garmin Confidential Information to anyone, or to discuss
anything about the Garmin Confidential Information with anyone, other than those of Licensee’s employees and
contractors who have a need to know and who are bound by a written agreement that prohibits unauthorized use
or disclosure of the Confidential Information, or except as otherwise agreed in writing by Garmin. Notwithstanding
the foregoing, Licensee may disclose confidential information to the extent required by judicial or other
governmental order, provided Licensee shall give Garmin reasonable written notice prior to such disclosure and
shall comply with any applicable protective order or equivalent order governing the information disclosure.

9.4. Licensee will not issue any press releases or make any other public statements regarding Garmin without Garmin’s
express prior written approval.

10. TERM AND TERMINATION

10.1. The license to the API under this Agreement continues until this Agreement is terminated. The term of this
Agreement commences on the Effective Date and will continue in effect until terminated as set forth in Section 10.2
or Section 10.3 below.
10.2. Garmin may terminate this Agreement at any time by providing Licensee with sixty (60) days’ prior written notice.
In addition, Garmin may terminate this Agreement immediately if Licensee violates any of the terms and conditions
of this Agreement. Termination will not limit any of Garmin’s rights or remedies at law or in equity.

10.3. Licensee may terminate this Agreement by deleting the API and all copies thereof.

10.4. Upon termination (i) all rights granted to Licensee under this Agreement will also terminate; and (ii) Licensee must
cease all use of the API. Each party’s rights and obligations under Sections 6, 8, 9, 11, 12, 13, 14, 15, 16, 17 and
18 shall survive termination of this Agreement.

11. FEES AND PAYMENTS

11.1. With respect to the Connect API, Licensee shall pay to Garmin a non-refundable license fee of Five Thousand U.S.
Dollars (U.S. $5,000.00) (the “Initial License Fee”). The Initial License Fee is not refundable and may not be
transferred or assigned to a third party. There is no annual license fee applicable to the Agreement. Upon
Licensee’s acceptance of this Agreement and receiving the Connect API, Garmin will send to Licensee an invoice
for the Initial License Fee.

11.2. Garmin reserves the right to charge fees for future use of or access to the Health API in Garmin's sole discretion.
If Garmin decides to charge for the Health API, such charges will be disclosed to Licensee upon sixty (60) days’
prior notice.

11.3. All sums payable by Licensee under the Agreement, shall be paid in full, within thirty (30) days of invoice by Garmin
without set-off or counterclaim and free and clear of and without any deduction or withholding for or on account of
any tax.

12. DISCLAIMER OF WARRANTIES

12.1. Licensee’s use of the API is at its own discretion and risk, and Licensee will solely be responsible for any damage
that results from the use of the API including, but not limited to, any damage to Licensee’s computer system or loss
of data.

12.2. LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE API IS USED AT ITS SOLE RISK.
THE API IS PROVIDED “AS IS”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND GARMIN
AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE
API, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED
WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A
PARTICULAR PURPOSE, ACCURACY, TIMELINESS, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
GARMIN AND IT LICENSORS DO NOT WARRANT THAT THE API WILL MEET LICENSEE’S REQUIREMENTS,
THAT THE OPERATION OF THE API WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE API WILL
BE COMPATIBLE WITH FUTURE GARMIN PRODUCTS OR SOFTWARE. NO ORAL OR WRITTEN
INFORMATION OR ADVICE GIVEN BY GARMIN OR A GARMIN AUTHORIZED REPRESENTATIVE WILL
CREATE A WARRANTY.

13. LIMITATION OF LIABILITY

GARMIN AND ITS AFFILIATES SHALL NOT BE LIABLE TO LICENSEE: IN RESPECT OF ANY CLAIM, DEMAND OR
ACTION, IRRESPECTIVE OF THE NATURE OF THE CAUSE OF THE CLAIM, DEMAND OR ACTION ALLEGING ANY
LOSS, INJURY OR DAMAGES, DIRECT OR INDIRECT, WHICH MAY RESULT FROM THE USE OR POSSESSION OF
THE API; OR FOR ANY LOSS OF PROFIT, REVENUE, CONTRACTS OR SAVINGS, OR ANY OTHER DIRECT,
INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF LICENSEE’S USE OF OR
INABILITY TO USE THE API, ANY DEFECT IN THE API, OR THE BREACH OF THESE TERMS OR CONDITIONS,
WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF GARMIN HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GARMIN’S AND ITS AFFILIATES’ TOTAL AGGREGATE
LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO
THE API SHALL NOT EXCEED $1.00.

Some states (including, without limitation, New Jersey), territories and countries do not allow certain liability exclusions or
damages limitations, so to that extent the above may not apply to Licensee.
14. RELEASE AND WAIVER

To the maximum extent permitted by applicable law, Licensee hereby releases and waives all claims against Garmin, and
its affiliates, officers, agents, licensors, co-branders or other partners, and employees from any and all liability for claims,
damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind
and nature, arising from or in any way related to Licensee’s use of the API.

15. LICENSEE WARRANTIES, HOLD HARMLESS AND INDEMNITY

15.1. Licensee represents and warrants that: (i) it will maintain, throughout the term, all required rights and licenses
related to the Licensee applications and the Licensee Applications shall not infringe or otherwise violate any third
party rights, including but not limited to third party intellectual property rights; and (ii) its uses of the API and End
User data shall comply with all applicable foreign, federal, state and local laws, rules, and regulations.

15.2. To the maximum extent permitted by applicable law, Licensee agrees to hold harmless and indemnify Garmin and
its affiliates, officers, agents, licensors, co-branders or other partners, and employees from and against any third
party claim, loss, liability, judgment, cost and expense arising from or in any way related to Licensee’s use of the
API, including any liability or expense arising from all claims, losses, damages (actual and/or consequential), suits,
judgments, litigation costs and attorneys' fees, of every kind and nature, including without limitation claims that
Licensee Application or End User infringes the intellectual property rights of a third party. Garmin shall use good
faith efforts to provide Licensee with written notice of such claim, suit or action.

16. DATA PROTECTION

16.1. Through the API, Licensee will receive End Users’ Personal Data (“User Personal Data”) from Garmin.

16.2. Each party shall take actions to ensure the appropriate security of all User Personal Data in its possession, custody
or control, including actions to protect against unauthorized or unlawful Processing and against accidental loss,
destruction or damage, using appropriate technical and organizational measures.

16.3. The Parties shall comply with their respective obligations set forth in this Agreement and with their respective
obligations contained in applicable laws and regulations.

16.4. Licensee is responsible for complying with all laws and regulations applicable to Licensee’s collection, storage, use
and other Processing of User Personal Data collected by Licensee through the API.

16.5. Before collecting the User Personal Data of any End User through the API, Licensee will provide conspicuous notice
to the End User of its privacy practices applicable to Licensee Applications. The notice will be drafted in compliance
with and include all information required by applicable data protection and privacy laws and regulations.

16.6. Before collecting User Personal Data, Licensee will confirm that the notice required by applicable data protection
and privacy laws has been provided to the End User, and that the consent required by applicable data protection
and privacy laws has been obtained from the End User. Licensee will track the notices it sends and the consents
it receives.

16.7. Licensee will provide the End User with a means to withdraw consent for Licensee’s Processing of Personal Data,
and will promptly cease Processing of User Personal Data that had been based on the End User’s consent after
such consent is withdrawn.

16.8. Licensee will respond in accordance with applicable data protection and privacy laws to End User requests to
exercise their data subject rights, including their rights, where applicable, to access, rectify, erase, object to, restrict
the Processing of, or export User Personal Data that Licensee has collected via the API.

16.9. Licensee will not sell End User data received via the API without the End User’s consent, which shall meet all
conditions required by applicable data protection and privacy laws.

16.10. Unless legally permitted to do so, Licensee will not use the API to make any modifications to any End User data,
other than to modify the formatting of such data in order to display it in a manner appropriate for the pertinent
Licensee Applications.
16.11. Licensee shall not disclose the User Personal Data to any person or entity (other than affiliates or contractors) in
any manner that is inconsistent with this Agreement or inconsistent with End User consent. Licensee shall ensure
that any disclosures to such person or entity complies with all applicable data protection and privacy laws.

16.12. Licensee shall promptly notify Garmin of any Personal Data Breach involving User Personal Data that could
compromise the API or End User’s access credentials.

16.13. Licensee shall notify Garmin of any investigation by a data protection regulator or similar authority relating to the
use of Garmin’s API or to User Personal Data, and, without prejudice to Garmin’s indemnification rights, permit
Garmin to cooperate with Licensee in responding to any such investigation if Garmin deems it appropriate for
Garmin to participate.

16.14. Licensee is responsible for properly implementing Garmin’s system for authorizing access to User Personal Data
via the API. Licensee shall not request or otherwise attempt to obtain the End User’s Garmin login credentials,
implement an alternative authorization system that is not specifically approved by Garmin in writing, or attempt to
circumvent Garmin’s access controls in any manner.

16.15. Before collecting the User Personal Data of any End User through the API, Licensee shall ensure that the transfer
of User Personal Data to Licensee via the API complies with all applicable requirements for the cross-border transfer
of User Personal Data if such transfer constitutes a cross-border transfer of User Personal Data under applicable
data protection and privacy laws.

16.16. Licensee agrees that it will fully indemnify, hold harmless, and defend Garmin, its affiliates, and their respective
officers, directors, employees, agents, contractors, and shareholders (collectively, “Indemnified Parties”) from and
against any and all penalties, damages, claims, demands, liabilities, losses, settlements, judgments, regulatory
investigations, administrative penalties, costs, or expenses (including but not limited to reasonable attorney’s fees
and costs) (each a “Claim”) any of them suffer as a result of Licensee’s breach of any of its obligations set forth in
this Agreement, Licensee’s failure to comply with any applicable privacy or data protection laws, or a Personal
Data Breach caused by any act, omission, or negligence of the Licensee. Garmin reserves the right to assume
the exclusive defense and control of any matter subject to indemnification at the expense of Licensee, and in such
case, the Licensee agrees to cooperate with the Garmin in the defense of any such Claim.

17. Compliance with Applicable Requirements of EU-U.S. and Swiss-U.S. Privacy Shield Framework

17.1. Licensee agrees to Process EU and Swiss Personal Data in a manner consistent with all applicable requirements
of the EU-U.S. Privacy Shield Framework Principles and the Swiss-U.S. Privacy Shield Framework Principles.

17.2. Licensee agrees to Process EU and Swiss Personal Data only for the limited and specified purposes set forth in
this Agreement, which purposes shall be consistent with any consent provided by the data subjects.

17.3. Licensee agrees to provide at least the same level of privacy protection for EU and Swiss Personal Data as is
required by the EU-U.S. and Swiss-U.S. Privacy Shield Framework Principles.

17.4. Licensee agrees to promptly notify Garmin if Licensee determines that it can no longer provide at least the level of
data protection that is required by the applicable EU-U.S. and Swiss-U.S. Privacy Shield Framework Principles.

17.5. Licensee agrees that if, at any point, it can no longer provide at least the level of data protection that is required
by the applicable EU-U.S. and Swiss-U.S. Privacy Shield Framework Principles, Licensee will immediately cease
Processing or take reasonable and appropriate steps to remediate any unauthorized Processing.

18. GENERAL

18.1. The API may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated
regulations. Licensee shall not, directly or indirectly, export, re-export or release the API to, or make the API
accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or
regulation. Licensee shall comply with all applicable federal laws, regulations and rules, and complete all required
undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting,
re-exporting, releasing or otherwise making the API available outside the U.S.

18.2. Licensee certifies and represents that in the performance of this Agreement, it will comply with all applicable laws,
regulations, rules and orders and that it will indemnify Garmin from any loss, damage or expense sustained by
reason of its failure to comply with such requirements, standards or regulations.
18.3. Neither this License Agreement, nor any terms and conditions contained herein, shall be construed as creating a
partnership, joint venture, employment or agency relationship or as granting a franchise.

18.4. If any provision of this License Agreement shall be held by a court or arbitrator of competent jurisdiction to be illegal,
invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18.5. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or
subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in
writing and signed by an authorized representative of the waiving party.

18.6. Upon acceptance of this Agreement by Licensee, this Agreement, including the attachments hereto, shall constitute
the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior
agreements of every kind and nature between them. This Agreement replaces any previous agreement with respect
to the subject matter, and may be amended from time to time by Garmin as necessary or appropriate to comply
with applicable laws or regulations. Licensee’s continued use of the API after being notified of a modification to this
Agreement signifies Licensee’s agreement to and acceptance of the modified Agreement. The Agreement may
also be modified by mutual written agreement of the parties.

18.7. If the API is being licensed by or on behalf of the United States government or any other entity seeking or applying
rights similar to those customarily claimed by the United States government, (i) for acquisitions conducted by the
Department of Defense, the API is licensed with “Limited Rights” in accordance with the rights set forth at DFARS
252.227-7013(b)(3), TECHNICAL DATA-NONCOMMERCIAL ITEMS, and (ii) for civilian agency acquisitions, the
API is licensed in accordance with the rights set forth at FAR 52.227-14(g)(1), RIGHTS IN DATA-GENERAL
(Protection of limited rights data and computer software).

18.8. Licensee shall not have any authority to assume or create any obligation for or on behalf of Garmin, express or
implied, and Licensee shall not attempt to bind Garmin to any contract or agreement.

18.9. Except as otherwise specifically agreed in writing by Licensee and Garmin, any controversy or claim arising out of
or relating to these terms or use of the API by a Licensee incorporated in the United States which is not resolved
by the parties shall be adjudicated by any court of competent jurisdiction. For a Licensee incorporated outside the
United States, any controversy or claim arising out of or relating to these terms or use of the API shall be determined
by arbitration in accordance with the International Arbitration Rules of the International Centre for Dispute
Resolution. The place of arbitration shall be New York, New York, USA. The language of the arbitration shall be
English. Notwithstanding this agreement to arbitrate, Licensee agrees that Garmin will be allowed to apply for
injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

18.10. THESE TERMS AND RELATIONSHIP BETWEEN LICENSEE AND GARMIN SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, USA WITHOUT
REFERENCE TO THE PRINCIPLES OF CONFLICTS OF LAWS.