Transitland Developer Agreement

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.

  1. Definitions.

    1. Confidential Material - public information, software, and specifications relating to Mapzen, Transitland and/or the Licensed Material.

    2. Data - Data provided by Mapzen, transit authorities and other contributors as part of the Licensed Material.

    1. Developer Site – Transitland’s developer site located at https://transit.land.

    2. Feedback - Your comments concerning the Licensed Material or Your evaluation and use thereof.

    3. 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.

    4. Licensed Material - collective term for the Transitland API and the Data.

    5. 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.

    6. Mapzen and Transitland Marks - Mapzen and Transitland name or logos made available to You on the Developer Site.

    7. Transitland Services - of Mapzen from time to time.

    8. Privacy Policy - the Mapzen Privacy Policy located at https://mapzen.com/privacy.

    1. Products - the Products developed by You using the Licensed Material

    2. Rate Limits - limitations on access and use of the Licensed Materials that may be imposed by Mapzen from time to time.

    3. Real-time Navigation - using a sensor to determine location and providing contemporaneous directions as the User moves through a route.

    4. Update - or modifications that Mapzen may make to the Transitland APIs from time to time at its sole discretion.

    5. User - any third party user of your Product, either directly or indirectly.

  2. License.

    1. 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.

    2. 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.

  3. Privacy.

Limitations on Use.

  1. Covenants.

    1. You agree You will be solely responsible for support and maintenance of Your Products and any complaints about Your Products.

    2. 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.

    3. 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).

    4. 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).

    5. 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.

    6. 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.

  2. License Grants.

    1. 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).

    2. 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.

  3. Rate limits.

Use of Mapzen and Transitland Marks.

  1. Updates.

    1. 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.

    2. 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.

  2. Ownership.

Feedback.

Termination.

Confidentiality.

Government Use.

Compliance with Laws; Export and Import.

Warranty Disclaimer.

Indemnification.

Limitation of Liability.

  1. Miscellaneous.

    1. 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.

    2. 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.

    3. 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.

    4. 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.

    5. This Agreement does not create or imply any partnership, agency or joint venture.

    6. 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.

    7. 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.

    8. 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.

    9. No waiver by Mapzen of any covenant or right under this Agreement will be effective unless memorialized in a writing duly authorized by Mapzen.

    10. 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.