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, Transit Alerts, 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 (“Transit Alerts”).
You can review the current version of this Agreement at any time at http://trilliumtransit.com/terms.
By using Transit Alerts, 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 Transit Alerts allows you to create and share urgent transit-related alerts with your riders through your website, social media, and other channels and to make real-time updates to your GTFS data. No other use of Transit Alerts is authorized.
- Usage Rights, Intellectual Property, Rights to Data, etc.
- License Your right to use Transit Alerts 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 Transit Alerts 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 Transit Alerts to any third party nor use Transit Alerts on any third party’s behalf without the permission of an employee of Trillium.
- Intellectual property Transit Alerts is 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 use Transit Alerts conveys no right to copy, transmit, adapt, or alter any portion of Transit Alerts, 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 Transit Alerts.
- 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 Transit Alerts 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.
- 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 Transit Alerts 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 Transit Alerts is based on estimated site views and use. In the event that use of Transit Alerts increases over the course of your subscription or the cost of providing Transit Alerts 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 Transit Alerts 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 Unless otherwise stated by the Principal or General Manager of Trillium in writing, Transit Alerts 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 Transit Alerts 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 Transit Alerts, 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 Alerts 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.
- 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 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.
- Content of alerts You are expected to follow best practices in using Transit Alerts to convey accurate and helpful information to your riders.
- Accuracy of content Trillium is not responsible for the truth or accuracy of alerts published by you using Transit Alerts. You are responsible for your own content. Any errors in GTFS data stored on Trillium servers and any damages suffered by you or third parties on account of incorrect alert data will not be construed to be the fault of Trillium.
- Appropriateness of content Trillium does not condone the use of Transit Alerts to publish profane, derogatory, offensive, or hateful language or content. Failure to adhere to this provision is cause for immediate termination of this Agreement.
- Termination: Trillium may terminate this Agreement without notice or suspend use of Transit Alerts if you fail to comply with this Agreement. In the case that Trillium terminates or suspends Transit Alerts 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 Transit Alerts includes the processing of reasonable support requests by Trillium to aid you in your use of Transit Alerts.
- 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 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 Transit Alerts 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.