Last Update: January 24, 2016.
This Transitland Developer Agreement ("Agreement") is made between Samsung Research America, Inc. on behalf of its Mapzen business unit ("Mapzen") and you (either an individual or an entity, referred to herein as "You" or "Your") and governs Your access to and use of the Licensed Material (as defined below). The Agreement is effective on the first date that You use the Licensed Material (the "Effective Date").
PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY, INCLUDING WITHOUT LIMITATION ANY LINKED TERMS AND CONDITIONS APPEARING OR REFERENCED BELOW, WHICH ARE HEREBY MADE PART OF THIS AGREEMENT. BY USING THE LICENSED MATERIAL, YOU ARE AGREEING THAT YOU HAVE READ, AND THAT YOU AGREE TO COMPLY WITH AND TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL APPLICABLE LAWS AND REGULATIONS IN THEIR ENTIRETY WITHOUT LIMITATION OR QUALIFICATION.
Confidential Material - public information, software, and specifications relating to Mapzen, Transitland and/or the Licensed Material.
Data - Data provided by Mapzen, transit authorities and other contributors as part of the Licensed Material.
Developer Site – Transitland’s developer site located at https://transit.land.
Feedback - Your comments concerning the Licensed Material or Your evaluation and use thereof.
IP Rights - in patents, trademarks, trade names, copyrights (including all applications for registration of any of the foregoing, as well as any continuations, continuations-in-part, or divisionals thereof), trade secrets, know-how, data and all other proprietary rights under the laws of the United States or any other jurisdiction.
Licensed Material - collective term for the Transitland API and the Data.
Transitland API - Transitland Application Programming Interface ("API") and related documentation, and other materials as may be provided by Mapzen with the API, as updated from time to time.
Mapzen and Transitland Marks - Mapzen and Transitland name or logos made available to You on the Developer Site.
Transitland Services - of Mapzen from time to time.
Products - the Products developed by You using the Licensed Material
Rate Limits - limitations on access and use of the Licensed Materials that may be imposed by Mapzen from time to time.
Real-time Navigation - using a sensor to determine location and providing contemporaneous directions as the User moves through a route.
Update - or modifications that Mapzen may make to the Transitland APIs from time to time at its sole discretion.
User - any third party user of your Product, either directly or indirectly.
Subject to the terms and conditions in this Agreement, Mapzen hereby grants to You and You hereby accept a limited, non-exclusive, royalty free, non-transferable, non-sublicensable, freely revocable, worldwide license solely to use the Licensed Material to develop Products.
Notwithstanding Section 2(a), You acknowledge that the Licensed Material contains open source software and data. You agree to comply with the terms of all licenses applicable to such software and data (collectively, the "Open Source Licenses"). Copies of such licenses can be found here.
You will not attempt to (and will not allow others to):
otherwise permitted under the Open Source Licenses, reverse engineer, decompile, disassemble or translate the Transitland API, or otherwise attempt to derive source code, trade secrets or know-how in or underlying any Transitland API or any portion thereof;
interfere with, modify, disrupt or disable features or functionality of the Transitland API, including without limitation any such mechanism used to restrict or control the functionality, or defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection or monitoring mechanisms of the Transitland API;
sell, rent, lease, sublicense, distribute, redistribute, syndicate, create derivative works of, assign or otherwise transfer or provide access to, in whole or in part, the Licensed Material to any third party except solely to the extent permitted under the Open Source Licenses;
use the Licensed Material for any illegal, unauthorized or other improper purposes;
derive results from the Licensed Material based upon location data derived from a sensor except that location data derived from a single sensor may be used solely for purposes of determining an origin and/or a destination for purposes of generating a map or directions;
violate any applicable laws or regulations;
interfere with, disrupt, damage, harm or access in an unauthorized manner the machines, hardware, devices, servers, networks, data or other properties or services of any third party;
display (via text, images, video or other media) or link to:
illegal content or activities,
invasions of personal privacy or violations of the right of publicity,
content that interferes with the functioning of any servers, networks or services of other parties,
promotions of hate or incitement of violence,
violations of intellectual property rights, including patent, copyright, trademark, trade secret or other proprietary right of any party
pornography, obscenity, nudity, or sexual activity.
resell or redistribute any Licensed Material.
You agree You will be solely responsible for support and maintenance of Your Products and any complaints about Your Products.
Except for the license rights granted by You in Section 6, Mapzen agrees that it obtains no right, title or interest from You (or Your licensors) under this Agreement in or to any Products, including any intellectual property rights which subsist in those applications.
You agree to use the Licensed Material only for purposes that are permitted by (a) this Agreement and any applicable policies and (b) any applicable laws, regulations or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
You agree that You are solely responsible for any Products developed hereunder and for the consequences of Your actions (including without limitation any loss or damage of data which Mapzen or a User may suffer).
You agree that Mapzen may monitor Your use of the Transitland API to improve the Mapzen Service and to ensure Your compliance with this Agreement.
For Products that use location-based APIs for real-time navigation (including, but not limited to, turn-by-turn route guidance and other routing that is enabled through the use of a sensor), You must have an end-user license agreement that includes the following notice: YOUR USE OF THIS REAL TIME ROUTE GUIDANCE APPLICATION IS AT YOUR SOLE RISK. LOCATION DATA MAY NOT BE ACCURATE, TIMELY OR COMPLETE.
Except for the license rights granted in this Agreement in Section 6(b), (i) You retain all rights in the Products; and (ii) each party retains all rights it would have independent of this Agreement, including rights under the U.S. Copyright Act or analogous laws in other jurisdictions. Mapzen acknowledges and agrees that it obtains no right, title or interest from You (or Your licensors) under this Agreement in or to any content that You submit, post, transmit or display on, or through, the Products, including any intellectual property rights which subsist in that content (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
You grant to Mapzen and its affiliates a non-exclusive, worldwide, royalty-free, transferable right and license (with the right to sublicense): (a) solely in connection with providing You and Your Users the Transitland Services, to use, cache, publish, display, distribute, modify, copy, creative derivative works and store any content contained in, accessed by or transmitted through the Products and (b) to use the Product solely to provide to Your Users the Transitland Services and for administrative and demonstration purposes.
You will not attempt to exceed or circumvent the Rate Limits or otherwise use the Transitland API in a manner that, as determined in Mapzen's sole discretion, exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of this Agreement. If You exceed, or Mapzen reasonably believes that You have attempted to circumvent, Rate Limits, controls to limit use of the Transitland APIs or the terms and conditions of this Agreement, or if Mapzen, in its sole discretion, determines that You have used the Transitland API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of this Agreement, then Your ability to use the Licensed Material may be temporarily suspended or permanently blocked.
Except as expressly authorized herein, You shall not use the Mapzen and Transitland Marks without Mapzen's prior consent. You will not remove or alter any proprietary notices or Mapzen and Transitland Marks on the Licensed Material. You will not otherwise use business names and/or logos in a manner that can mislead, confuse, or deceive Users of Your Products.
You acknowledge that Mapzen may make Updates. You acknowledge that these Updates may adversely affect how Your Product accesses or communicates with the Transitland API. If any change is unacceptable to You, Your only recourse is to cease all use of the Licensed Material. Your continued access or use of the Licensed Material will constitute binding acceptance of such updates and modifications.
Mapzen may update or modify this Agreement and other terms and conditions from time to time at its sole discretion by posting the changes on the Developer Site or by otherwise notifying You (such notice may be via email). You acknowledge that these updates and modifications may adversely affect how Your Product accesses or communicates with the Transitland API. If any change is unacceptable to You, Your only recourse is to cease all use of the Licensed Material. Your continued access or use of the Licensed Material will constitute binding acceptance of such updates and modifications.
The Licensed Material is licensed and not sold. All rights not expressly granted in this Agreement and the Open Source Licenses are retained by Mapzen. You expressly acknowledge that except as set forth in the Open Source Licenses, Mapzen and its licensors retain all worldwide right, title and interest in and to the Licensed Material, including all IP Rights. You agree not to do anything inconsistent with such ownership, including without limitation challenging Mapzen's ownership of the Mapzen and Transitland Marks or Transitland API, challenging the validity of the licenses granted herein, or otherwise copying or exploiting the Mapzen and Transitland Marks or Transitland API during or after the termination of this Agreement, except as specifically authorized herein.
You hereby grant Mapzen all rights, title and ownership to your Feedback (including all intellectual property rights therein), and Mapzen may use the Feedback for any and all commercial and non-commercial purposes with no obligation of any kind to You.
Mapzen may immediately terminate or suspend this Agreement, any rights granted herein, and/or Your license to the Licensed Material, at its sole discretion at any time, for any reason by providing notice to You (such notice may be via email). You may terminate this Agreement at any time by ceasing Your access to the Licensed Material. Upon termination of this Agreement, all licenses granted herein immediately expire and You must cease all use of any Licensed Material. Neither party will be liable to the other for any damages resulting solely from termination of this Agreement as permitted under this Agreement. Sections 4, 5, 8, 10, 11, 13, 16, 17, 18 and 19 of this Agreement will survive the termination of this Agreement.
You may be given access to Confidential Information. You may use this Confidential Information only as necessary in exercising Your rights granted in this Agreement. You may not disclose any of this Confidential Information to any third party without Mapzen's prior written consent. You agree that You will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that You would use to protect Your own confidential and proprietary information of a similar nature and in no event with less than a reasonable degree of care.
The Licensed Material are "commercial items" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Any use, modification, derivative, reproduction, release, performance, display, disclosure or distribution of the Licensed Material by any government entity is prohibited, except as expressly permitted in writing by Mapzen. Any technical data customarily provided as part of the Licensed Material shall also be governed by this Agreement pursuant to 48 C.F.R. 12.211. If You use the Licensed Material in Your official capacity as an employee or representative of a U.S., state or local government entity and You are legally unable to accept the indemnity, jurisdiction, venue or other clauses herein, then those clauses do not apply to such entity, but only to the extent as required by applicable law.
Each party will comply with all applicable foreign, federal, state, and local laws, rules and regulations. The Licensed Material may be subject to U.S. export laws and may be subject to import and use laws of the country where it is delivered or used. You agree to abide by these laws.
THE LICENSED MATERIAL IS PROVIDED TO YOU "AS IS", "WHERE IS", WITH ALL FAULTS AND EACH PARTY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, ACCURACY, PRECISION, NON INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY, AVAILABILITY AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF THIS AGREEMENT, COURSE OF DEALING OR USAGE OF TRADE. MAPZEN DOES NOT WARRANT THAT THE LICENSED MATERIAL OR ANY OTHER MAPZEN PRODUCT OR SERVICE PROVIDED HEREUNDER WILL MEET ANY OF YOUR REQUIREMENTS OR THAT USE OF SUCH LICENSED MATERIAL OR OTHER PRODUCTS OR SERVICES WILL BE ACCURATE, PRECISE, ERROR-FREE, UNINTERRUPTED, VIRUS-FREE OR SECURE. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND YOU MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. ANY SUCH WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT (UNLESS SUCH LAW PROVIDES OTHERWISE).
You shall defend Mapzen against any and all actions, demands, claims and suits (including without limitation product liability claims), and indemnify and hold Mapzen harmless from any and all liabilities, damages and costs (including without limitation reasonable attorneys' fees) to the extent arising out of: (i) Your use of the Licensed Material in any manner that is inconsistent with this Agreement; or (ii) the performance, promotion, sale or distribution of Your Product. You may not enter into any third party agreement which would, in any manner whatsoever, affect the rights of Mapzen, constitute an admission of fault by Mapzen or bind Mapzen in any manner, without the prior written consent of Mapzen. In the event Mapzen assumes control of the defense of such claim, Mapzen shall not settle any such claim requiring payment from You without Your prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed.
IN NO EVENT WILL MAPZEN BE LIABLE TO YOU OR ANY END USERS FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF OR DAMAGE TO USE, DATA, BUSINESS, GOODWILL OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. IN ANY CASE, MAPZEN'S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS UNDER THIS AGREEMENT WILL NOT EXCEED $100.00 USD. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
If You do not agree to be bound by this Agreement, then You may not access or otherwise use the Licensed Material. If You are an individual representing an entity, You acknowledge that You have the appropriate authority to accept this Agreement on behalf of such entity.
You may not use the Licensed Material and may not accept this Agreement if You are not of legal age to form a binding contract, or You are barred from using or receiving the Licensed Material under applicable law.
This Agreement constitutes the entire agreement among the parties with respect to the subject matter and supersedes and merges all prior proposals, understandings and contemporaneous communications. Except as expressly set forth in this Agreement, any modification to this Agreement must be in a writing signed by both You and Mapzen.
You may not assign any of the rights or obligations granted hereunder, in whole or in part, whether voluntarily or by operation of law, contract, merger (whether You are the surviving or disappearing entity), stock or asset sale, consolidation, dissolution, through government action or otherwise, except with the prior written consent of Mapzen. Any attempted assignment in violation of this paragraph is null and void, and Mapzen may terminate this Agreement.
This Agreement does not create or imply any partnership, agency or joint venture.
This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to or application of its conflicts of law rules or principles. All claims arising out of or relating to this Agreement will be brought exclusively in the federal or state courts located in New York County, New York, and You consent to personal jurisdiction in those courts and waive any objections you may have to venue in those courts.
Despite the foregoing, You agree that money damages would be an inadequate remedy for Mapzen in the event of a breach or threatened breach of a provision of this Agreement protecting Mapzen's intellectual property or Confidential Information, and that in the event of such a breach or threat, Mapzen, in addition to any other remedies to which it is entitled, is entitled to preliminary or injunctive relief (including an order prohibiting You from taking actions in breach of such provisions) from any court of applicable jurisdiction, without the need for posting bond, and specific performance as may be appropriate.
The parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transaction Act (UCITA) shall apply to this Agreement, regardless of the states in which the parties are located, do business or are incorporated.
No waiver by Mapzen of any covenant or right under this Agreement will be effective unless memorialized in a writing duly authorized by Mapzen.
If any part of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect.