This Terms of Service Agreement (“Agreement”) describes the terms governing the Trillium Solutions, Inc. (“Trillium”) -provided service, “HTML Timetable Production”, including all work performed under that service.
You can review the current version of this Agreement at any time at http://trilliumtransit.com/legal.
By requesting utilization of these services, 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 HTML Timetable Production services create, update, and store HTML timetables representing your transit service. No other products of HTML Timetable Production are expected or offered.
- The HTML timetables to be maintained 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 HTML Timetable Production purchase, if you do not have a separate contract. For example, if your contract says Trillium will maintain 10 routes, Trillium will not provide HTML Timetable Production services for 20 routes. Additionally, HTML timetables to be maintained are limited to an expected number of timetable publishes per year, indicated on your contract or understood at the time of initial sale. Trillium has the right to refuse requests for HTML Timetable Production services 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 request HTML timetable production 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 request new GTFS data sets for your organization’s purposes only, so long as your invoice is paid according to the terms stated on that invoice
- Intellectual property Trillium utilizes its proprietary software, “GTFS Manager”, in order to deliver HTML Timetable Production services. 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. Any right to use GTFS Manager conveys no right to copy, transmit, adapt, alter, sell, or trade any portion of GTFS Manager, the website available at http://trilliumtransit.com/, or any communications or information provided by Trillium
- Trillium also utilizes the open source software application, “GTFS-to-HTML”, in order to deliver HTML timetable production services. The use of that application is governed by the terms and license provided at the GTFS-to-HTML code repository.
- 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 Trillium expects that your HTML timetables will be integrated into your agency website. The HTML timetable production service does not include the coding necessary to provide that integration, unless that additional work was specified separately within your contract.
- Payment Trillium will issue an invoice for HTML timetable production with payment due within 30 days of receipt.
- Late payment Trillium reserves the right to discontinue your HTML timetable production 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 the Principal or General Manager of Trillium in writing, HTML Timetable Production 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 cease HTML Timetable Production 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.
- Cancellation In the event that you cancel your subscription, 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 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 construed to be the fault of Trillium. However, any errors in schedule data will be corrected upon receipt of accurate schedule information.
- Termination Trillium may immediately, in its sole discretion and without notice, terminate this Agreement and/or suspend HTML Timetable Production services if you fail to comply with this Agreement. In the case that Trillium terminates or suspends services 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 of reasonable support requests by Trillium to aid you in your use of GTFS data.
- 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]
- 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.