Last Updated 09/03/2020
This Terms of Service Agreement (“Agreement”) describes the terms governing the use of the Trillium Solutions, Inc. (“Trillium”) -hosted online software, GTFS Manager, available at http://trilliumtransit.com/, including all updates, content changes, and new releases of that software, as well as the hosting of data created through the use of that software online at http://trilliumtransit.com/ or at any other address managed by Trillium (“GTFS Manager”).
You can review the current version of this Agreement at any time at http://trilliumtransit.com/terms.
By using GTFS Manager, 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 Manager allows you to create, update, and store General Transit Feed Specification (“GTFS”) data. No other use of GTFS Manager is authorized.
- 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 Manager purchase, if you do not have a separate contract. For example, if your contract says you will build 10 routes, you may not use GTFS Manager to build 20 routes. Trillium has the right to terminate access to GTFS Manager 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.
- License Your right to use GTFS Manager according to this Agreement is granted to you and your employees and contractors for the duration stated on your invoice as a limited, nonexclusive, non transferable right and license to use GTFS Manager for your organization’s purposes only, so long as your invoice is paid according to the terms stated on that invoice.
- You may not provide access to GTFS Manager to any third party nor use GTFS Manager on any third party’s behalf without the permission of an employee of Trillium.
- Intellectual property GTFS Manager is the property of Trillium. All data and applications stored on Trillium servers, with the exception of client alert data, published client GTFS data sets, and confidential client data used by Trillium for the purpose of managing its business, are the sole property of Trillium. The right to use GTFS Manager 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 Trillium believes in the broad civic usefulness of open data and in the case that you are a public agency, Trillium will assume that you want your data to be made public. Therefore your data will be stored on a publicly searchable and accessible directory. Conversely, if you are a private organizations, Trillium will assume that you would prefer your data be kept private and for your exclusive access. Therefore your data will be stored on a private server and disseminated only to you and those you authorize to access it. 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]. After your request is acknowledged in writing it will be deemed received, and honored.
- Payment Trillium will issue an invoice for use of GTFS Manager with payment due within 30 days of receipt.
- Late payment Trillium reserves the right discontinue your access to GTFS Manager 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 the Principal or General Manager of Trillium in writing, GTFS Manager is offered on a subscription basis for a one-year period as stated on your annual invoice from Trillium.
- Renewal 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 prevent access to GTFS Manager 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.
- Cancellation In the event that you cancel your subscription GTFS Manager, 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 (which belongs to you) 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 stores its data responsibly and does not foresee the likelihood of significant data loss. However, Trillium will not be responsible for Acts of God or natural disasters resulting in data loss.
- Accuracy of data You are responsible for your content. Trillium does not guarantee the validity or 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 construed to be the fault of Trillium.
- Termination 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. Trillium may terminate this Agreement for convenience up to the time your payment is received.
- Availability of GTFS Manager GTFS Manager is guaranteed to be available 99.9% of the time within any particular month. In cases where the application is unavailable to a client attempting to access the service for any period greater than 0.1% of a month, a credit will be applied for the month in which the outage occurs to the affected client, according to the following schedule:
- Available 96% to 99.9% of a month = 50%
- Available 90% to 95.9% of a month = 75%
- Available 89.9% or less of a month = 100%
- Updates and support GTFS Manager includes the processing of reasonable support requests by Trillium to aid you in your use of GTFS Manager.
- Support requests Support requests sent to [email protected] will be answered within 2 business days of their receipt. If this requirement is not satisfied during a month, half of the month’s prorated fees will be credited. Trillium will support clients by phone when requested, but request for a phone call must be sent by email to [email protected].
- Data maintenance The manipulation and maintenance of your GTFS data within the GTFS Manager by Trillium agents after the original data creation project does not fall under the definition of support. Such services will be billed separately at an hourly rate determined at the beginning of your service subscription.
- Updates and enhancements GTFS Manager may be modified and enhanced in response to feature requests and suggestions from clients and other third parties. Clients agree to give up any claim to intellectual property generated in response to feature requests and suggestions. In some cases, Trillium may charge a fee for specific enhancements and feature additions. Unless otherwise specified in writing, the software code that constitutes these enhancements and feature additions is owned by Trillium.
- 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.
- Arbitration 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.