Last updated: 10/06/2020
This Terms of Service Agreement (“Agreement”) describes the terms governing the use of the Trillium Solutions, Inc. (“Trillium”) application Interactive Maps, 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 (“Interactive Maps”).
You can review the current version of this Agreement at any time at http://trilliumtransit.com/terms.
By using Interactive Maps, 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 Interactive Maps is an application that uses General Transit Feed Specification (“GTFS”) data to create draggable, zoomable maps of transit routes. No other use of Interactive Maps is authorized.
- Usage Rights, Intellectual Property, Rights to Data, etc.
- License Your right to use Interactive Maps 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 Interactive Maps 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 Interactive Maps to any third party nor use Interactive Maps on any third party’s behalf without the permission of an employee of Trillium.
- Intellectual Property Interactive Maps is the property of Trillium. All data and applications stored on Trillium servers are the property of Trillium, with the exception of client data and confidential client data used by Trillium for the purpose of managing its business.
- You may not copy, transmit, adapt, alter, reproduce, sell, or trade any portion of Interactive Maps.
- Trillium grants you the right to use any content you wish from trilliumtransit.com for the purpose of promoting Trillium or referring Trillium to others.
- Rights to created data Data created with Interactive Maps 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 keep indefinitely any data 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 Transit Alerts, 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.
- Display Because Interactive Maps is embedded in your website, it is displayed on a page with additional content that is not owned or designed by Trillium. Trillium is not responsible for the functioning, display, or accuracy of this website content surrounding the display of Interactive Maps.
- Payment Trillium will issue an invoice for use of Interactive Map with payment due within 30 days of receipt.
- Late payment Trillium reserves the right discontinue your access to Interactive Maps 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.
- Increased Use/Cost The cost for using Interactive Maps is based on estimated site views and use. In the event that use of Interactive Maps increases over the course of your subscription or the cost of providing Interactive Maps increases, Trillium has the right to increase your annual cost for the next year of service. In the event that Trillium raises costs, you will be notified in writing and have 30 days to opt to cancel your subscription.
- Unforeseeable and extreme increase in use In the event that your use of Interactive Maps unforeseeably increases so substantially that the service Trillium is providing becomes unreasonably in excess of the cost originally decided upon, or that Trillium’s original understanding of your usage was based on misrepresentation, Trillium has the right to discontinue services.
- Period of Service Interactive Maps 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 Interactive Maps 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: If you wish to cancel your subscription to Interactive Maps, you must notify Trillium in writing. Your account will be terminated at the end of your subscription period. No refund will be issued for proration of the service period.
- Data storage Data may be stored in multiple places. Trillium performs routine backups of data for the consideration of the prevention of data loss due to server failure. Trillium is not responsible for Acts of God or natural disasters resulting in data loss.
- Privacy Trillium may store confidential information about you on its servers and on third party servers for use in applications Trillium uses for the purpose of managing its business, including names of employees and affiliations, addresses, etc. All confidential information stored for the purpose of managing its business will be kept in the strictest confidence and will not be disseminated under any circumstances other than for the purpose of the normal course of business operations. Your status as a Trillium client, however, may be publicly disseminated.
- Accuracy of data Interactive Maps uses GTFS data provided by you. Trillium is not responsible for errors resulting from inaccurate or incompleteness in the GTFS data you provide.
- Termination Trillium may terminate this Agreement without notice or suspend use of Interactive Maps if you fail to comply with this Agreement. In the case that Trillium terminates or suspends Interactive Maps due to failure to comply with this Agreement, Trillium is not required to refund any fees previously paid or cancel any outstanding invoices. Trillium may terminate this Agreement for convenience up to the time your payment is received.
- Updates and support Interactive Maps includes the processing of reasonable support requests by Trillium to aid you in your use of Interactive Maps.
- 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 a request for a phone call must be sent by email to [email protected].
- Bug fixes Trillium will correct any issues caused by errors in the Interactive Maps API. You may send information on any observed possible bugs to [email protected] at any time.
- Data maintenance The manipulation and maintenance of your data by Trillium agents 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 Interactive Maps 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.