Revised 8/28/17 (only section #15 changed)
This Agreement describes the terms governing the use of the Trillium Solutions, Inc. (“Trillium”) -hosted online software, GTFS Manager (previously WebSchedule) 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 and the hosting of data created through GTFS Manager together are known henceforth in this Agreement as “the Services”.
These terms may be superseded by any separate written and signed contract between you and Trillium, but are valid and enforceable where there is no written and signed contract and wherever any written and signed contract that exists does not explicitly state terms different than those set out herein.
By using the trilliumtransit.com web site, you are agreeing to be bound to the terms in this Agreement. Trillium reserves the right to update and change this Agreement at any time without notice, excepting that no change to the terms of this Agreement will override any terms explicitly set forth in any separate contract between you and Trillium. Your continued use after such changes shall constitute your consent to such changes. You can review the current version of this Agreement at any time at http://trilliumtransit.com/terms.
Agreement Terms of Service
- The Services allow you to create, update, and store General Transit Feed Specification (“GTFS”) data. No other use of the Services is authorized.
- Your right to use the Services according to this Agreement is granted to you for the duration stated on your invoice as a limited, nonexclusive, nontransferable right and license to use the Services for your organization only, so long as your invoice is paid according to the terms stated on that invoice.
- GTFS Manager is protected by intellectual property law and all data and applications stored on Trillium servers, with the exception of client GTFS data and confidential client data used by Trillium for the purpose of managing its business, are the sole property of Trillium. The right to use the Services conveys no right to copy, transmit, adapt, or alter any portion of GTFS Manager, the website available at http://trilliumtransit.com/, or any any communications or information provided by Trillium.
- Trillium, however, grants you the right (and thanks you exceedingly) to use any content you wish on trilliumtransit.com for the purpose of promoting Trillium or referring Trillium to others.
- You may not use the Services in any manner that violates any applicable law, regulation, or agreement and you agree that you will not
- provide access to The Services to any third party nor use the Services on any third party’s behalf without the permission of an employee of Trillium.
- reproduce, modify, copy, deconstruct, sell, trade, or resell the the Services.
- Unless otherwise stated by the Principal or Financial Operations Manager of Trillium in writing, the Services are 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 prevent access to the 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.
- GTFS data created with GTFS Manager will be stored by Trillium as part of the Services. 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.
- If you wish for your data to be published and disseminated in a way that is different from the default assumptions described above, 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.
- In the event that you cancel your subscription to the Service, your account will be terminated at the end of your subscription period. No refund will be issued for proration of the service period. Your GTFS 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. Unless specifically directed to delete data, 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.
- 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.
- You are responsible for your content. Trillium does not guarantee the validity 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 GTFS data will not be construed to be the fault of Trillium.
- Trillium may immediately, in its sole discretion and without notice, terminate this Agreement or suspend the Services if you fail to comply with this Agreement. In the case that Trillium terminates or suspends the Services due to failure to comply with this Agreement, Trillium will send any GTFS data it hosts to you, but will not be required to refund any fees previously paid or cancel any invoices outstanding.
- 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%
- GTFS 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.
- The Services include the processing of reasonable support requests by Trillium to aid you in your use of the Services. 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 pro-rated 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].
- The Services 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.
- 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.
- This Agreement will be governed by the laws of the State of Oregon.
- Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), shall 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.