Fitbit App Distribution Agreement

Last revised on November 6th, 2017

We are excited that you have developed an App using the Fitbit Platform. In order to submit your App for Distribution, you must agree to this Fitbit App Distribution Agreement (the "Distribution Agreement"). This Distribution Agreement is an agreement between you and/or an entity you are authorized to represent ("You," "Your," "you," or "your") and Fitbit, Inc., and its affiliates ("Fitbit," "we," "us," or "our").

As a Fitbit user, you have already agreed to the Fitbit Terms of Service, and as a developer of an App you have also agreed to the Fitbit Platform Terms of Service. By submitting an App for Distribution, you are entering into this additional legal agreement with Fitbit, and you hereby acknowledge and agree to the terms in this Distribution Agreement. In the event of any conflict between this Distribution Agreement and either the Fitbit Terms of Service or the Fitbit Platform Terms of Service, this Distribution Agreement will control.

IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS DISTRIBUTION AGREEMENT, THEN DO NOT SUBMIT YOUR APP FOR DISTRIBUTION. This Distribution Agreement is effective as of the first date that you submit an App to Fitbit for submission for Distribution ("Effective Date").

1. Definitions

Any terms capitalized but not defined herein have the meaning set forth in the Fitbit Platform Terms of Service.

2. Submitting Your App

3. Licenses and Ownership

4. Developer Obligations

5. Promotion and Publicity

Fitbit may, in its sole discretion, make certain trademarks, logos (expressly excluding the Fitbit corporate logos), badges, and/or other promotional materials of Fitbit (the "Brand Assets") and icons, images, and/or fonts of Fitbit (the "Design Assets,", together with the Brand Assets known as the "Developer Assets") available to you. Subject to your compliance with the terms of this Distribution Agreement, Fitbit Trademark Policy, and Brand Guidelines, Fitbit hereby grants to you a non-exclusive, non-transferable, non-sublicensable, royalty-free limited license during the Term of this Distribution Agreement to use the Developer Assets solely for the purpose of promoting the availability of your App on the Fitbit Products.

6. Data Fitbit Collects

Fitbit may collect and use certain logs, analytics, usage statistics, and other data from the Fitbit Products regarding usage of your App as described in the Fitbit Privacy Policy.

7. Termination and Removal

8. Disclaimers

EXCEPT AS EXPRESSLY SET OUT IN THIS DISTRIBUTION AGREEMENT, NEITHER FITBIT NOR ITS SUPPLIERS OR LICENSORS MAKE ANY SPECIFIC PROMISES REGARDING THE FITBIT PLATFORM OR FITBIT PRODUCTS OR YOUR APP. FOR EXAMPLE, WE DON'T MAKE ANY COMMITMENTS ABOUT THE ABILITY OF YOUR APP TO FUNCTION ON THE FITBIT PRODUCTS, OR THAT ANY PARTICULAR FUNCTIONALITY WILL BE AVAILABLE THROUGH THE FITBIT PRODUCTS, OR THE RELIABILITY OR AVAILABILITY OF THE FITBIT PRODUCTS TO MEET YOUR NEEDS. THE FITBIT PLATFORM AND FITBIT PRODUCTS, ALONG WITH ANY OTHER MATERIALS PROVIDED BY FITBIT OR ITS LICENSORS OR SUPPLIERS IN CONNECTION WITH YOUR APP, ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. FITBIT AND ITS SUPPLIERS AND LICENSORS DO NOT WARRANT THAT THE FITBIT PLATFORM, FITBIT PRODUCTS, OR ANY OTHER MATERIALS PROVIDED HEREUNDER, WILL MEET YOUR REQUIREMENTS, BE ERROR FREE, UNINTERRUPTED, VIRUS FREE, OR SECURE. FITBIT AND ITS SUPPLIER AND LICENSORS DO NOT ENSURE THAT AN APP SUBMITTED BY YOU WILL BE PROTECTED FROM THEFT OR MISUSE OR FREE OF VIRUSES OR OTHER DESTRUCTIVE FEATURES, AND FITBIT AND ITS SUPPLIERS AND LICENSORS WILL HAVE NO LIABILITY ARISING FROM A FAILURE OF ANY SECURITY TECHNOLOGY OR PROCEDURE OR OF ANY USER TO COMPLY WITH ANY TERMS OF USE REGARDING THE FITBIT PRODUCTS OR YOUR APP.

9. Limitation of Liability

EXCEPT TO THE EXTENT EXPRESSLY PROHIBITED BY LAW, FITBIT AND ITS SUPPLIERS AND LICENSORS WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS) ARISING OUT OF, OR IN CONNECTION WITH, THIS DISTRIBUTION AGREEMENT, YOUR APP, OR YOUR USE OF THE FITBIT PLATFORM OR FITBIT PRODUCTS, WHETHER ARISING FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND REGARDLESS OF WHETHER YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS DISTRIBUTION AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. IN ANY CASE, FITBIT'S AND ITS SUPPLIER AND LICENSORS' AGGREGATE LIABILITY UNDER THIS DISTRIBUTION AGREEMENT WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00) OR THE AGGREGATE FEES YOU PAID FOR ACCESS TO THE FITBIT WEB API OR FITBIT DEVELOPER TOOLS DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. IN ALL CASES, FITBIT AND ITS SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY EXPENSE, LOSS, OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

10. Indemnification

You will indemnify, defend, and hold Fitbit and its directors, officers, employees, contractors, agents, and users harmless from and against any and all claims, damages, losses, liabilities, actions, judgments, costs, and expenses (including reasonable attorneys' fees) brought by a third party arising out of, or in connection with, (a) any act or omission by you or your Users in connection with your App or your use of the Fitbit Platform, the Fitbit Products, or the Brand Assets; (b) your use the Fitbit Platform, the Fitbit Products, or the Brand Assets, or other Fitbit services other than as expressly allowed by this Distribution Agreement; (c) your breach or alleged breach of the terms, restrictions, obligations, or representations included in this Distribution Agreement; or (d) any allegations that your App infringes any copyright, trademark, trade secret, trade dress, patent, or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy. You will assume control of the defense and settlement of any claim subject to indemnification by you; provided, however, that Fitbit may, at any time, elect to take control of the defense and settlement of any such claim. In any event, you will not settle any such claim without Fitbit's prior written consent.

11. Confidentiality and Feedback

12. Assignment

You may not assign this Distribution Agreement or any rights or obligations hereunder without the prior written consent of Fitbit. Any attempted assignment without such prior written consent will be void. Fitbit may assign this Distribution Agreement, and will provide you written notice of any such assignment.

13. Governing Law and Disputes

This Distribution Agreement will be governed by the laws of the State of California, without regard to or application of conflicts of law rules or principles. All claims arising out of, or relating to, this Distribution Agreement will be brought exclusively in the federal or state courts of San Francisco County, California, USA and you consent to personal jurisdiction in those courts.

14. Miscellaneous

Default End User License Agreement

This EULA will immediately terminate if you breach the terms.