LICENSE.txt

This Garmin Pay Software 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 the Garmin Pay software
development kit, the documentation describing the SDK, and related source code files
(collectively, the “SDK”).


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
SDK for software created by Licensee. 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, create derivative works of,
modify, 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. make any statements that you or your application is affiliated with, or sponsored,
"certified," or otherwise endorsed by Garmin or any of its affiliates, unless expressly
permitted by Garmin in writing.


3. Reserved.

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

If you provide any Feedback to Garmin: (a) you grant to Garmin a worldwide,
non-exclusive, royalty-free, transferable, sublicensable, perpetual and irrevocable
license to use and otherwise exploit such Feedback 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 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; and
(d) Feedback, 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)
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: November 11, 2024