Design Asset License

Your use of the accompanying icons, images, and fonts (the “Design Assets”) made available for download by Fitbit LLC (“Fitbit”) is governed by this Design Asset License (“License”). If you do not agree to all the terms and conditions in this License then you may not use the Design Assets for any purpose.

Fitbit grants you a limited, non-exclusive, non-transferable, royalty-free, worldwide license to use the Design Assets only in connection with developing and testing applications or clock faces, including any companion, that are intended for use solely on Fitbit health and fitness devices (“Developer Applications”). Fitbit does not grant you a license to use the Design Assets for any other purpose, such as marketing or promoting your Developer Application. Your use of the Design Assets for marketing or promotion is conditioned upon your acceptance of Fitbit App Distribution Agreement.

As between us, Fitbit shall remain the exclusive owner of all rights in the Design Assets and your use of the Design Assets exclusively inures to the benefit of Fitbit.

THE DESIGN ASSETS ARE PROVIDED TO YOU ON AN “AS IS” BASIS AND YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE DESIGN ASSETS. FITBIT DISCLAIMS ALL WARRANTIES REGARDING THE DESIGN ASSETS, INCLUDING WARRANTIES OF NON-INFRINGEMENT. FITBIT SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE DESIGN ASSETS, OR TERMINATION OF THIS AGREEMENT.

You will defend, indemnify and hold harmless Fitbit against all losses, liability, and/or expense (including reasonable legal fees) arising out of any claims or suits, whatever their nature and however arising, which may be brought or made against Fitbit because of your use of the Design Assets in any manner except as expressly permitted by this License, or for any personal injury, product liability or other claim arising from the production, promotion, distribution, sale and/or offer for sale, and/or the performance of the Developer Applications.

This agreement shall terminate automatically upon your breach of any of the terms of this License or the Fitbit Platform Terms of Service. Fitbit may terminate this License for any reason upon 15 days’ notice to your developer account.

This Agreement shall be governed by the laws of the State of California without regard to or application of choice of law rules or principles, and controlling U.S. federal law. Any proceedings arising out of this Agreement shall take place in the United States District Court for the Northern District of California or the California Superior Court for the County of Santa Clara. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, all remaining provisions of this license will remain in full force and effect.