This Terms of Service Agreement (“Agreement”) describes the Trillium Solutions, Inc. (“Trillium”) service GTFS Maintenance (“GTFS Maintenance”) which involves Trillium processing transit information provided by you in order to create General Transit Feed Specification (“GTFS”) data using Trillium’s software GTFS Manager. Any use of GTFS Manager involved in the provision of GTFS Maintenance services is governed additionally by the GTFS Manager Terms of Service, if the customer has any user access to the GTFS Manager application.
You can review the current version of this Agreement at any time at http://trilliumtransit.com/terms.
By using GTFS Maintenance, you agree to be bound to the terms in this Agreement. Trillium reserves the right to update and change this Agreement at any time without notice and your continued use after such changes shall constitute your consent to such changes.
This Agreement is valid and enforceable where there is no written and signed contract between you and Trillium and wherever any written and signed contract that exists does not explicitly state terms different than those set out herein. In the event that you and Trillium have a separate contract that explicitly overrides terms in this Agreement, those terms will also override any updates to this Agreement.
Terms of Agreement
- Purpose and Authorized Use
GTFS Maintenance involves you providing stop location, schedule, and fare information (“Client-Provided Data”) detailing your transit services to Trillium so that Trillium can use that information to create GTFS data. Based on the Client-Provided Data, Trillium will prepare GTFS data, perform internal testing, review, and validation to ensure proper configuration of data.
- Authorized use is limited to the number of routes specified in your contract with Trillium, if you have one, or the number of routes operated by your system at the time of a GTFS Maintenance purchase, if you do not have a separate contract. For example, if your contract says you will maintain 10 routes, you may not use GTFS Maintenance to miantain 20 routes. Trillium has the right to terminate access to GTFS Maintenance for unauthorized use and/or to issue an additional invoice for the cost of any additional routes created.
- Usage Rights, Intellectual Property, Rights to Data, etc.
- Intellectual Property
GTFS Maintenance and the software used to perform GTFS Maintenance, GTFS Manager, are the property of Trillium. All data and applications stored on Trillium servers, with the exception of client alert data and confidential client data used by Trillium for the purpose of managing its business, are the sole property of Trillium. The right to GTFS Maintenance conveys no right to copy, transmit, adapt, or alter any portion of GTFS Manager, the website available at http://trilliumtransit.com/, or any communications or information provided by Trillium.
- You may not reproduce, modify, copy, deconstruct, sell, trade, or resell GTFS Manager.
- Trillium grants you the right to use any content from trilliumtransit.com for the purpose of promoting Trillium or referring Trillium to others.
- Rights to created data
Data created with GTFS Manager will be stored by Trillium.
- Open data
Your data will be stored in a publicly searchable and accessible directory. You may request that your data be listed as secret and it will not be publicly listed. Trillium maintains the right to data indefinitely once stored on Trillium servers for internal and private use but makes no promise that any data will be kept for any specific period of time.
- Other options
If you wish for your data to be published and disseminated in a way that is different from the default assumptions described above, or you wish for your data to be deleted after you stop using GTFS Manager, this request must be made in writing to an employee of Trillium or to the Trillium support desk at [email protected] Multiple hosted data-sets may be charged an additional yearly fee. After your request is acknowledged in writing it will be deemed received, and you will receive written notice regarding Trillium’s ability to honor the request. Some requests may be possible for an additional fee, and you will be notified at the time of the request if such a fee is necessary.
Trillium will issue an invoice for GTFS maintenance with payment due within 30 days of receipt.
- Late payment
- Trillium reserves the right [to] discontinue your GTFS maintenance services in the event of late payment. No refunds will be issued in the event that access is revoked as a result of late payment and you will still be responsible for making this payment.
- Period of Service
Unless otherwise stated by an Officer of Trillium in writing, GTFS Maintenance is offered on a subscription basis for a one-year period as stated on your annual invoice from Trillium.
- For renewal of the service subscription, this invoice shall be issued on net 30 terms 30 days before the beginning of your year of service, and be due at the beginning of that duration. Trillium reserves the right to cease GTFS maintenance services in the case of late payment, excepting that in the case of delayed issuance of an invoice by Trillium, the duration of your subscription will begin on time without cessation of services from the previous period and the payment terms will remain at 30 days from the date of issuance of the invoice.
- Price changes
- Trillium may change your subscription price by issuing written notice 30 days before the end of your subscription. If you do not respond to this notice, your subscription will be renewed at the new rate.
- In the event that you cancel your subscription to GTFS Maintenance, your account will be terminated at the end of your subscription period. No refund will be issued for proration of the service period. Your data must be migrated to a different server by the end of your period of service and any third party applications that access the data stored on Trillium servers must be notified of the new location of that data if you wish them to continue to access it. If you do not want your subscription to renew, you must notify Trillium in writing at least 30 days before the end of your subscription period.
- Data storage
Data may be stored in multiple places in addition to routine backups of data for the consideration of the prevention of data loss due to server failure. Trillium will not be responsible for Acts of God or natural disasters resulting in data loss.
- Accuracy of data
You are responsible for the schedule data provided to Trillium. Trillium does not guarantee the accuracy of data hosted on its servers. Any errors in GTFS data stored on Trillium servers and any damages suffered by you or third parties on account of incorrect data will not be the fault of Trillium. Errors in schedule data will be corrected upon receipt of accurate schedule information.
Trillium may immediately, in its sole discretion and without notice, terminate this Agreement and/or suspend use of GTFS Manager if you fail to comply with this Agreement. In the case that Trillium terminates or suspends GTFS Manager due to failure to comply with this Agreement, Trillium will send any data it hosts to you, but will not be required to refund any fees previously paid or cancel any invoices outstanding.
- Updates and Support
GTFS Maintenance includes the processing requests of Trillium to edit your GTFS data within GTFS Manager. Additional levels of support are available and may be specified in individual client order forms.
- Initialization – Trillium will perform one GTFS import at the initialization of the contract. After initialization is complete, further inputs will be billed at an hourly rate.
- Schedule information must be received three weeks prior to schedule change date to ensure that data is updated and delivered to third parties on time. Schedule changes without three week’s notice may be subject to a rush delivery fee.
- Trillium may occasionally ask questions about service features to ensure accuracy and consistency across all information systems. Failure to answer questions in a timely manner may delay this timeline.
- Third Party Support
- Trillium will evaluate requests to support or integrate with third party vendors as they are requested by customers and may levy additional fees at the time of the request. Trillium may bill clients to interact with third parties to determine interoperability.
- Any modifications needed for a third party software, such as, but not limited to the listed fields below will require an additional fee to create and maintain.
- custom ids
- custom urls
- custom files
- custom fields
- Trillium staff support to third party vendors is offered at any additional hourly fee, including the following actions.
- Participation in planning and troubleshooting
- Real time software integration
- Data Exports and Analysis:
- Validated exports are limited to one per day.
- Requests for historical data, data analysis, and non-standard data exports will be billed separately at an hourly rate.
- Support requests
Support requests sent to [email protected] will be answered within a timely manner to the best of Trillium’s ability. Trillium will support clients by phone when requested, but request for a phone call must be sent by email to [email protected].
- Conflict Resolution
- Governing law
This Agreement will be governed by the laws of the State of Oregon, without giving effect to its conflict of law principles.
Any dispute relating in any way to this Agreement must be submitted to confidential and binding arbitration in Multnomah County, Oregon. Arbitration under this Agreement shall be conducted under the rules then prevailing of the American Arbitration Association, and the arbitrator’s award may be entered as a judgment in any court of competent jurisdiction.