Developer License Agreement

Erie Metropolitan Transit Authority (EMTA) hereby grants you (Licensee) non-exclusive, limited and revocable rights to use, reproduce and redistribute General Transit Feed Specification (GTFS) Data and/or Geographic Information Systems (GIS) Data (collectively referred to herein as Data) subject to the following Terms:

(1) By using Data, Licensee agrees to be bound by all of the Terms and Conditions set forth in this agreement.

(2) EMTA does not currently charge a license fee to download the Data. However, EMTA reserves the right to institute a license fee at any time to the extent permitted by law. In the event that EMTA would decide to charge such a license fee, it will provide Licensees with reasonable notice of its intent to do so.

(3) EMTA trademarks and copyrighted materials, including any confusingly similar variants, may not be used in association with Data unless approved by EMTA.

(4) Licensee agrees that only EMTA shall have the right to alter, maintain, enhance, terminate, or otherwise modify the Data. Licensee shall not change, tamper, dismantle, augment, misrepresent, or otherwise modify the Data. Licensee is only authorized to reproduce the Data accurately. This right shall include the right to modify the format or appearance of the Data for Licensee’s legitimate purposes and use.

(5) Licensee acknowledges and agrees that EMTA owns all right, title and interest, including without limitation all intellectual property rights, in and to the Data and that Licensee shall not acquire any right, title, or interest in or to the Data.

(6) The License granted hereunder does not include any right to sublicense. However, Licensee may also share the data with its duly authorized employees, agents and subcontractors, subjecting said parties to this Agreement and the Terms and Conditions contained herein. Licensor shall not be authorized to provide the Data to any other third party unless and until said third party reviews this Agreement and agrees to comply with it in full.

(7) All Data derivative versions prepared by the Licensee shall bear the following notice: “Reproduced with permission granted by Erie Metropolitan Transit Authority (EMTA). The information has been provided by means of a nonexclusive, limited, and revocable license granted by EMTA. EMTA does not guarantee the accuracy, adequacy, completeness, or usefulness of any information. EMTA provides this information “as is” without warranty of any kind, express or implied, including, but not limited to, warranties of merchantability or fitness for a particular purpose and assumes no responsibility for anyone’s use of the information.”

(8) Upon request, Licensee shall demonstrate or otherwise make available to EMTA the means to view how Licensee is utilizing the Data, to the extent Licensee is extracting the Data and making it available to the public.

(9) Data is provided on an “as is” and “as available” basis EMTA does not guarantee or represent that the Data will always be accurate, complete or current or that access to the Data will be uninterrupted. EMTA makes no representations or warranties of any kind, express or implied. EMTA disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose. EMTA and its employees, officers, directors and agents will not be liable for damages of any kind arising from the use of Data including but not limited to direct, indirect, incidental, punitive and consequential damages.

(10) Licensee acknowledges that EMTA periodically updates the Data, and Licensee will make all reasonable and good faith efforts to ensure that the Data it is utilizing is up to date.

(11) EMTA is not responsible or liable for any viruses or other contamination of your system, nor for any delays, inaccuracies, errors or omissions arising out of your use of the Data.

(12) Under no circumstances shall EMTA be liable for any actions taken or omissions made from reliance on any information made available through EMTA’s Data, nor shall the EMTA liable for any other consequences from any such reliance.

(13) To the extent permitted by applicable law, by using EMTA Data, the user agrees to defend, indemnify, and hold harmless EMTA, its directors, officers, employees, agents, and representatives from and against all claims and expenses, including attorneys’ fees arising out of the Licensee’s or user’s use of the Data.

(14) EMTA reserves the right at any time and from time to time to alter or no longer provide the Data (or any part thereof), temporarily or permanently, with or without prior notice. Licensee agrees that EMTA will not be liable to Licensee for any modification, suspension or discontinuance of the Data or link to the Data.

(15) Nothing herein will be deemed to create any agency, partnership, or joint venture relationship between EMTA and Licensee. Neither EMTA nor Licensee will be deemed to be an employee or legal representative of the other. Licensee will not represent itself as EMTA or an agent or partner of EMTA or make any representations, warranties or guarantees to third parties with respect to the Data.

(16) This License Agreement shall be governed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, and the Court of Common Pleas of Erie County, Pennsylvania shall be the sole and exclusive venue and jurisdiction for any claim, counterclaim, cross claim or suit arising from this License Agreement or Licensee’s use of the Data hereunder.

(17) The invalidity of any term or provision in this Agreement will not affect the validity of any other term or provision. Waiver by EMTA of strict performances of any provision of this Agreement will not be a waiver of or prejudice EMTA’s right to require strict performance of the same provision in the future or of any other provision of this Agreement.

(18) EMTA may at any time revise this License Agreement and Terms of Use without notice. It is up to Licensee to regularly review this License Agreement and Terms of Use, which will be available at this URL, in case there are any changes. Licensee’s continued use of the Data after a change has been made to the License Agreement and Terms of Use will be treated as Licensee’s acceptance of that change.

(19) Upon Termination of this License Agreement and Terms of Use for any reason, all rights granted under, or in connection with, this License Agreement and Terms of Use shall terminate, and Licensee shall immediately remove the Data and all references to it from Licensee’s website.

(20) Licensee acknowledges that EMTA is a body corporate and politic organized and existing under the Municipal Authorities Act, as amended, the Commonwealth of Pennsylvania; that EMTA is entitled to the protections of sovereign immunity, governmental immunity and/or qualified immunity; and that by entering into this License Agreement and Terms of Use, EMTA does not waive such immunities or any other protections afforded it by law or equity as a duly authorized government agency.

(21) This Agreement constitutes the complete and exclusive agreement between EMTA and Licensee with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications, or agreements not specifically incorporated herein. EMTA reserves the right to modify or revoke this agreement at any time, without prior notice and with or without cause.