The Champaign-Urbana Mass Transit District (hereafter "Licensor" or "CUMTD"), owns and maintains certain electronic data, including but not limited to CUMTD route and schedule data, service alert data and real-time departure data ("CUMTD Data"). CUMTD hereby grants you ("Licensee") a non-exclusive, limited and revocable license to access, use, reproduce, and redistribute CUMTD Data, subject to the following terms and conditions:
Licensee will be assigned a unique identifier or "key" by Licensor to access CUMTD data. Licensee agrees to include that key in every copy of Licensee's programs or products distributed to Licensee's customers for use in accessing CUMTD data or CUMTD servers. Licensee shall limit his uses of CUMTD Data to uses that assist mass transportation riders or that further the promotion of public transportation. This license (and Licensee's key) may be revoked by CUMTD at any time and for any reason.
All right, title and interest to any copyrights, patents or other intellectual property rights embodied in CUMTD Data, including but not limited to, any new or useful art, discovery, improvement, technical development or invention incorporated in the CUMTD Data, whether or not patentable, and all related know-how, designs, mask works, trademarks, formulae, processes, trade secrets, ideas, artworks, software or other copyrightable or patentable work, are CUMTD's sole and exclusive property, except for any pre-existing rights belonging to a third party, which remain solely and exclusively the property of that party, and except for any rights of third parties in resulting from new or derivative works that incorporate the CUMTD data.
Except as authorized herein, Licensee agrees to refrain from using CUMTD's names or logo to co-brand or market Licensee's programs or products. If Licensee distributes its software program to others, Licensee's program shall credit the Champaign-Urbana Mass Transit District for supplying the CUMTD Data. The credit line should be placed as close to the actual CUMTD Data information as reasonably possible. Any such credit line should read: "Data provided by Champaign-Urbana Mass Transit District" or "Data provided by CUMTD."
Licensee agrees that the CUMTD Data is provided on an "as is" and "as available" basis. CUMTD disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purposes, accuracy of data or non-infringement. Licensee agrees that its use of CUMTD Data is at Licensee's sole risk. For purposes of this Agreement, CUMTD Data includes any data and/or information derived from any electronically transferred data and/or information received by Licensee from CUMTD.
CUMTD reserves the right at any time and from time to time to discontinue posting the CUMTD Data (or any part thereof), temporarily or permanently, with or without notice to Licensee. Licensee agrees that CUMTD will not be liable to Licensee for any inaccuracy, modification, suspension or discontinuance of the availability of the CUMTD Data. CUMTD reserves the right to alter, correct or modify CUMTD Data at any time without prior notice to Licensee.
Licensee agrees to indemnify, defend and hold harmless CUMTD and its officers, directors, and employees from and against all fines, suits, proceedings, claims, causes of action, demands, or liabilities of any kind or of any nature (including attorneys' fees or costs of defense), whether initiated by Licensee's customers or others, arising out of or in connection with Licensee's use or distribution of CUMTD Data, provided that any such allegation or claim is not based on the CUMTD Data as originally provided. CUMTD will give Licensee prompt notice of any such claim. If CUMTD requests Licensee to defend CUMTD, CUMTD will have the right to participate in the settlement or defense, with its own counsel and at its own expense, but Licensee will have the right to control the settlement or defense, subject to CUMTD's prior approval of any settlement.
Licensee agrees that CUMTD and its employees, officers, directors and agents will not be liable for damages of any kind arising from the use of CUMTD Data, including but not limited to direct, indirect, incidental, punitive and consequential damages, regardless of whether such damages arise based upon contract, negligence, strict liability in tort, warranty or other legal theory.
The terms of this Agreement shall be binding upon the Licensee and the CUMTD. None of the rights, duties or obligations under this Agreement may be assigned without the express written consent of the CUMTD. Once properly assigned, in accordance with the rules and regulations of each party, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties as if they were parties of this Agreement.
To the extent a court of competent jurisdiction determines that any part or provision of this Agreement is unenforceable as a matter of law, such part or provision of this Agreement will be deemed severable and the remainder of this Agreement shall survive and remain enforceable.
The laws of the State of Illinois govern all rights and obligations under this Agreement, without giving effect to any principles of conflicts of laws.
Any use of CUMTD Data shall be deemed made in the State of Illinois, USA, regardless of the location of the Licensee. The Licensee agrees that any dispute with the CUMTD arising out of any use of CUMTD Data or out of this Agreement shall be brought by the Licensee exclusively in the state court situated in Champaign County, State of Illinois. The Licensee hereby agrees that such venue is reasonable and appropriate.
The Licensee and the CUMTD will at all times observe and comply with all applicable laws, ordinances, rules, regulations and executive orders of Federal, state and local government entities, now existing or hereinafter in effect, which may in any manner affect the performance of this Agreement. Provisions required by law, ordinances, rules, regulations or executive orders to be inserted herein will be deemed inserted herein whether or not they appear in this Agreement or, upon application by either party, this Agreement will forthwith be amended to literally make such insertion; however, in no event will failure to insert such provisions prevent the enforcement of this Agreement.
This Agreement constitutes the complete and exclusive agreement between CUMTD and Licensee with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications, or agreements not specifically incorporated herein. CUMTD reserves the right to modify or revoke this Agreement at any time.
Waiver by CUMTD of strict performances of any provision of this Agreement will not be a waiver of or prejudice CUMTD's right to require strict performance of the same provision in the future or of any other provision of this Agreement.
No provision of this Agreement, nor any act of the Licensee, or the CUMTD shall be deemed or construed by either of the parties, or by third persons, to create any relationship of third party beneficiary, or of principal or agent, or of limited or general partnership, or of joint venture, or of any association or relationship involving the Licensee and the CUMTD.