1. Subject to your compliance with this Agreement, GRTC grants you a limited, non-exclusive, non-assignable, non-transferable and revocable license to use, reproduce, distribute, display, process and create derivative works of GRTC Data as provided by GRTC through the application programming interfaces (“APIs”), data feeds or otherwise for the sole purpose of assisting mass transportation (i.e., bus) riders or in furtherance of promoting public transportation. Except as expressly provided in this Agreement, GRTC Data may not be used, in whole or in part, for any other purpose, without the express permission of GRTC.
2. By using the GRTC Data, you agree to be bound by this Agreement. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT USE GRTC DATA.
1. All rights, title and interest in and to patents, copyrights, trademarks, and other intellectual property and ownership rights embodied in the original GRTC Data, including, but not limited to, any new or useful art, discovery, improvement, technical development or invention, whether or not patentable, and all related know-how, designs, mask works, formulae, processes, trade secrets, ideas, artwork, software, hardware, graphics, layout, and modules, are GRTC’s sole and exclusive property and are protected from unauthorized use, copying and distribution by U.S. and international laws, regulations and international treaties.
2. You acknowledge that GRTC owns all rights in the GRTC Data and you do not acquire any rights in the GRTC Data by virtue of your use of the GRTC Data under this Agreement or otherwise.
3. All uses of the GRTC Data by you inure to the sole benefit of GRTC to the extent they relate to intellectual property and other proprietary rights owned by GRTC. Your use of the GRTC Data does not in any way grant you the right to sell the GRTC Data by itself as a stand-alone product.
4. You agree not to challenge, directly or indirectly, GRTC’s rights in the GRTC Data or assert any right, title or interest in or to the GRTC Data or assist any third party in doing so.
5. Subject to the license to use the GRTC Data and GRTC Brand Assets (defined below), you retain ownership of your application, technology, website, feature, product, service, or derivative work, etc. that incorporates the GRTC Data (collectively and each, an “application”) (including any code therein) and you are solely responsible for claims made in connection with or related to your application, and you agree to defend, indemnify and hold GRTC harmless for any claims with respect thereto.
Your use of GRTC Data is subject to the following limitations and restrictions:
1 Don't use the official GRTC logo or system map. Only we get to use official GRTC Trademarks and copyrighted works to let customers know they're getting info directly from GRTC.
2. You and your application must not express or imply any affiliation or relationship with or sponsorship or endorsement by GRTC.
3. You may cache GRTC Data you receive from GRTC in order to improve your application’s user experience, but you agree to take reasonable efforts to keep the GRTC Data up to date.
4. You will not sell, auction or barter any GRTC Data separate from your application. If you are acquired by or merge with a third party, you can continue to use GRTC Data within your application subject to the terms of this Agreement, but you may not transfer the GRTC Data outside your application.
5. When using the GRTC Data, you have the option, but not the obligation, to credit GRTC. If you elect to include a credit line, it should read as follows: “Data provided by Great Richmond Transit System,” "Data provided by GRTC" or “Powered by GRTC data” or similar, descriptive language.
1. You acknowledge that the GRTC Brand Assets have acquired a most valuable goodwill and that it is of great importance to GRTC that you, in the offering of any products or services in connection with the GRTC Brand Assets, maintain the high standards and reputation GRTC has established such that the goodwill associated with the GRTC Brand Assets is protected at all times. You agree to maintain the same high standards of quality for any applications bearing the GRTC Brand Assets.
2. You acknowledge that GRTC owns all rights in the GRTC Brand Assets and you do not acquire any rights in the GRTC Brand Assets by virtue of its use pursuant to this Agreement.
3. All uses of the GRTC Brand Assets by you inure to the sole benefit of GRTC.
4. You agree not to challenge, directly or indirectly, GRTC’s rights in the GRTC Brand Assets or assert any right, title or interest in or to the GRTC Brand Assets or assist any third party in doing so.
5. You agree to cooperate with GRTC and provide GRTC with specimens of use of the GRTC Brand Assets promptly upon GRTC’s request.
6. You are solely responsible for your application and its code and content and all uses you make of the GRTC Data and GRTC Brand Assets. This includes ensuring your use and your application‘s use of the GRTC Data and GRTC Brand Assets meets the requirements of this Agreement.
1. Notwithstanding any other provision in this Agreement, if you are in breach of your obligations under this Agreement, including, without limitation, GRTC has the right to terminate this Agreement immediately.
2. GRTC can take enforcement action against you and any or all of your applications if GRTC determines, in our sole judgment, that you or your application violates this Agreement. Enforcement actions can include disabling your application, restricting you and your application's access to the GRTC Data, terminating our agreements with you, or any other action as we in our sole discretion deem appropriate.
3. Upon any termination or expiration of this Agreement, you will promptly delete all GRTC Data from your application, computer systems or other storage devices and discontinue all use of the GRTC Brand Assets. You agree to certify in writing that it has performed its obligations under this Section V if GRTC requests a certification.
1. GRTC reserves the right at any time and from time to time to discontinue posting the GRTC Data (or any part thereof), temporarily or permanently, with or without notice to you.
2. You agree that GRTC will not be liable to you for any modification, suspension or discontinuance of the availability of the GRTC Data.
3. GRTC reserves the right to alter, correct and modify GRTC Data at any time without prior notice to you.
1. YOU AGREE THAT GRTC DATA IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, GRTC, ITS EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS (COLLECTIVELY, THE “GRTC PARTIES”) MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE GRTC DATA, ITS ACCURACY, COMPLETENESS, USEFULNESS, TIMELINESS, RELIABILITY OR FUNCTIONALITY, OR THAT ANY PRODUCTS OR SERVICES MADE AVAILABLE BY THE GRTC OR THIRD PARTIES INCORPORATING THE GRTC DATA, AND/OR THE SECURITY ASSOCIATED WITH THE TRANSMISSION OF GRTC DATA. THE GRTC PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT. YOU AGREE THAT USE OF GRTC DATA IS AT YOUR SOLE RISK. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.
2. THE GRTC PARTIES ARE NOT RESPONSIBLE FOR, AND DO NOT ENDORSE, THIRD PARTY CONTENT, APPLICATIONS AND/OR MATERIALS INCORPORATING GRTC DATA THAT MAY BE MADE AVAILABLE FROM TIME TO TIME ON RIDEGRTC.COM OR ELSWHERE (COLLECTIVELY, THE “GRTC WEB SITE”) (EVEN IF THE GRTC WEB SITE PROVIDES A LINK TO OR OTHERWISE ADVERTISES SUCH THIRD PARTY CONTENT, APPLICATIONS AND/OR MATERIALS) AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY, INCLUDING, WITHOUT LIMITATION, ANY PERSON OR ENTITY THAT MAY USE OR RELY ON SUCH THIRD PARTY CONTENT, APPLICATIONS AND/OR MATERIALS, EVEN IF THEY INCORPORATE GRTC DATA, FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CLAIM OF ANY KIND BASED UPON OR RESULTING FROM SUCH THIRD PARTY CONTENT, APPLICATIONS AND/OR MATERIALS.
YOU AGREE THAT THE GRTC PARTIES WILL NOT BE LIABLE FOR LOSSES OR DAMAGES OF ANY KIND ARISING FROM THE USE OF GRTC DATA, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL LOSSES OR DAMAGES, REGARDLESS OF WHETHER SUCH LOSSES OR DAMAGES ARISE BASED UPON CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, WARRANTY OR OTHER LEGAL THEORY AND REGARDLESS OF WHETHER SUCH LOSS OR DAMAGES WERE FORESEEABLE, EVEN IF THE GRTC PARTIES WERE ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE GRTC PARTIES’ TOTAL LIABILITY TO YOU FOR LOSS OR DAMAGES EXCEED TEN U.S. DOLLARS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
1. You agree to indemnify, defend and hold the GRTC Parties harmless from and against any and all fines, suits, proceedings, claims, causes of action, demands, or liabilities (including reasonable attorney’s fees) of any kind or of any nature arising out of or in connection with: (i) your use of GRTC Data; (ii) a breach or alleged breach of your representations, warranties, agreements or obligations in this Agreement; (iii) any actual or alleged infringement, misappropriation, or violation of any third party’s intellectual property or other rights, including, without limitation, patents, copyrights, trademarks, service marks, or trade secrets by you or your application; and (iv) the development, marketing, distribution, licensing, sale and/or use of any applications, technology, products or services sold, licensed or otherwise distributed by you.
2. You agree not to settle any claim, action or lawsuit subject to this Section IX without the prior written consent of GRTC.
3. You agree that GRTC will have the right, but not the obligation, to participate in any claim, action or lawsuit for which you have an indemnification obligation under this Agreement.
1. The terms of this Agreement are binding upon both you and GRTC and inure to the benefit of the successors and assigns of the parties as if they were parties to this Agreement.
2. None of the rights, duties or obligations under this Agreement may be assigned by you without the express written consent of an authorized GRTC representative.
To the extent a court of competent jurisdiction determines that any part or provision of this Agreement is unenforceable as a matter of law, such part or provision of this Agreement will be deemed severable and the remainder of this Agreement will survive and remain enforceable.
1. The laws of the State of Virginia govern all rights and obligations under this Agreement, without giving effect to any principles of conflicts of laws.
2. Any use of the GRTC Data or GRTC Brand Assets will be deemed made in the State of Virginia, USA, regardless of your location. You agree that any dispute with GRTC arising out of any use of the GRTC Data, the GRTC Brand Assets or this Agreement must be brought by you exclusively in the state or federal courts situated in State of Virginia. You agree that such venue is appropriate.
3. You agree to at all times observe and comply with all applicable laws, ordinances, rules, regulations and executive orders of Federal, state and local government entities, now existing or hereinafter in effect, which may in any manner affect the performance of this Agreement. Provision(s) required by law, ordinances, rules, regulations or executive orders to be inserted herein will be deemed inserted herein whether or not they appear in this Agreement or, upon application by either party, this Agreement will forthwith be amended to literally make such insertion; however, in no event will failure to insert such provision(s) prevent the enforcement of this Agreement.
This Agreement constitutes the complete and exclusive agreement between GRTC and you with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications, or agreements not specifically incorporated herein. GRTC reserves the right to modify or revoke this Agreement at any time.
Waiver by GRTC of strict performances of any provision of this Agreement will not be a waiver of or prejudice GRTC’s right to require strict performance of the same provision in the future or of any other provision of this Agreement.
No provision of this Agreement, nor any act by you or GRTC, will be deemed or construed by either of the parties or by third parties, to create any relationship of third party beneficiary, or of principal or agent, or of limited or general partnership, or of joint venture, or of any association or relationship involving you and GRTC.