WAHOO FITNESS, LLC SOFTWARE LICENSE AGREEMENT FOR WAHOO API

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE USING THE DEVELOPER SOFTWARE (DEFINED BELOW). BY USING THE DEVELOPER SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU ARE ACCESSING THE DEVELOPER SOFTWARE ELECTRONICALLY, SIGNIFY YOUR AGREEMENT TO BE BOUND BY THE TERMS OF THIS LICENSE BY CLICKING THE "AGREE " BUTTON. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE THE DEVELOPER SOFTWARE AND CLICK "DISAGREE".

1. General. The Wahoo Fitness, LLC software, API, tools, utilities, sample or example code, documentation, interfaces, content, data, and other materials accompanying this License, whether on disk, print or electronic documentation, in read only memory, or any other media or in any other form, (collectively, the "Developer Software") are licensed, not sold, to you by Wahoo Fitness, LLC ("Wahoo") for use only under the terms of this License. Wahoo retains ownership of the Developer Software itself and reserve all rights not expressly granted to you. The terms of this License will govern any software upgrades provided by Wahoo that replace and/ or supplement the original Developer Software, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

2. Permitted License Uses and Restrictions.

A. Developer Software. Subject to the terms and conditions of this License, you are granted a limited, non-exclusive license to use the Developer Software. You may make only as many internal use copies of the Developer Software as reasonably necessary to use the Developer Software as permitted under this License and distribute such copies only to your employees whose job duties require them to so use the Developer Software; provided that you reproduce on each copy of the Developer Software or portion thereof, all copyright or other proprietary notices contained on the original.

B. Additional Services. From time to time, Wahoo may provide access to advice, knowledge and services ("Services") by or through the Developer Software, via contact with Wahoo employees, or through the Wahoo support forums, for you to use in connection with your Applications. Wahoo makes no representation that any such services would be appropriate or available for use in any particular location or manner or that such services would continue to be available. To the extent you choose to access any such services, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. Wahoo reserves the right to change, suspend, remove, or disable access to any services at any time. In no event will Wahoo be liable for the removal of or disabling of access to any such services. Also, in no event will Wahoo be liable for the results of use of any such services.

C. Sales of Wahoo Products. In exchange for use of the Developer Software, we ask that you promote and sell Wahoo's products exclusively in categories that are accessed through Wahoo's Developer Software. This includes, but is not limited to, standalone or individually packaged sensors such as footpods, heart rate straps, and speed and cadence sensors, devices that connect smartphones or iPhones to fitness sensors such as ANT+, Bluetooth, or Bluetooth Smart connectors, and other products in the category of fitness sensors for smartphones or iPhones.

i. Minumum Suggested Retail Pricing and Sales Policies

D. Other Restrictions. You may not and you agree not to, or to enable others to, copy (except as expressly permitted by this License), decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Developer Software or any services provided by the Developer Software, or any part thereof. You agree to use the Developer Software and the Services (as defined in Section 6 below) in compliance with all applicable laws, including local laws of the country or region in which you reside or in which you download or use the Developer Software and Services.

3. Transfer. You may not rent, lease, lend, sell, redistribute or sublicense the Developer Software. You may, however, make a one-time permanent transfer of all of your license rights to the Developer Software (in its original form as provided by Wahoo) to another party, provided that: (a) the transfer must include all of the Developer Software, including all its component parts, original media, printed materials and this License; (b) you do not retain any copies of the Developer Software, full or partial, including copies stored on a computer or other storage device; and (c) the party receiving the Developer Software reads and agrees to accept the terms and conditions of this License. You may not rent, lease, lend, redistribute, sublicense or transfer any Developer Software that has been modified or replaced under Section 2H above. All components of the Developer Software are provided as part of a bundle and may not be separated from the bundle and distributed as standalone applications.

4. Termination. This License is effective until terminated. Your rights under this License will terminate automatically or cease to be effective without notice from Wahoo if you fail to comply with any term(s) of this License. In addition, Wahoo reserves the right to terminate this License at any time for any reason. In addition, Wahoo reserve the right to terminate this License if a new version of Wahoo's Developer Software is released. Upon the termination of this License, you shall cease all use of the Developer Software and have 15 days to release a new version of your App in the App Store, without use of Wahoo's Developer Services.

Section 5, 6, 7 and 8 of this License shall survive any termination.

5. Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE DEVELOPER SOFTWARE AND SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE DEVELOPER SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WAHOO HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE DEVELOPER SOFTWARE AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WAHOO DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE DEVELOPER SOFTWARE AND SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFOMED OR PROVIDED BY, THE DEVELOPER SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE DEVELOPER SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICES WILL CONTINUE TO BE MADE AVAILABLE, THAT THE DEVELOPER SOFTWARE OR SERVICES WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES, OR THAT DEFECTS IN THE DEVELOPER SOFTWARE OR SERVICES WILL BE CORRECTED. INSTALLATION OF THIS SOFTWARE MAY AFFECT THE USABILITY OF THIRD PARTY SOFTWARE, HARDWARE, APPLICATIONS, OR THIRD PARTY SERVICES. YOU FURTHER ACKNOWLEDGE THAT THE DEVELOPER SOFTWARE IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OF, OR ERRORS OR INACCURACIES IN THE CONTENT, DATA OR INFORMATION PROVIDED BY, THE DEVELOPER SOFTWARE OR SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY WAHOO SHALL CREATE A WARRANTY. SHOULD THE DEVELOPER SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. IN ADDITION, SERVICES THAT MAY BE ACCESSED FROM OR THROUGH THE DEVELOPER SOFTWARE MAY NOT BE AVAILABLE IN ALL LANGUAGES OR IN ALL COUNTRIES. WAHOO MAKES NO REPRESENTATION THAT SUCH SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN ANY PARTICULAR LOCATION. TO THE EXTENT THAT YOU CHOOSE TO ACCESS SUCH SERVICES, YOU DO SO AT YOUR OWN INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH ANY APPLICABLE LAWS, INCLUDING, BUT NOT LIMITED TO, APPLICABLE LOCAL LAWS. WAHOO RESERVES THE RIGHT TO CHANGE, SUSPENT, REMOVE, OR DISABLE ACCESS TO ANY SERVICES AT ANY TIME WITHOUT NOTICE. IN NO EVENT WILL WAHOO BE LIABLE FOR THE REMOVAL OF OR DISABLING OF ACCESS TO ANY SUCH SERVICES. WAHOO MAY IMPOSE LIMITS ON THE USE OF OR ACCESS TO CERTAIN SERVICES, IN ANY CASE AND WITHOUT NOTICE OR LIABILITY TO YOU.

6. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL WAHOO BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE DEVELOPER SOFTWARE AND SERVICES OR ANY THIRD PARTY SOFTWARE, APPLICATIONS, OR SERVICES IN CONJUNCTION WITH THE DEVELOPER SOFTWARE.

7. Controlling Law and Severability. This License will be governed by and construed in accordance with the laws of the State of Georgia, excluding its conflict of law principles. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.

8. Complete Agreement; Governing Language. This License constitutes the entire agreement between you and Wahoo relating to the use of the Developer Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by Wahoo. Any translation of this Agreement is done for local requirements and the English version of this Agreement shall govern, to the extent not prohibited by local law in your jurisdiction.