Common use of Limitations on Grant of License Clause in Contracts

Limitations on Grant of License. Registered Data Disseminator’s license to the Provided Data is subject to the following limitations and conditions: a) Registered Data Disseminator shall use commercially reasonable efforts to maintain the most current available Information in its services, sites or applications that are available to the public. Nothing in this Agreement obligates Registered Data Disseminator to make available any or all of the Provided Data, in any of Registered Data Disseminator services, sites, or applications. b) The Provided Data shall not be sold as received on a standalone basis without the prior written agreement of MTC. c) Any sublicenses of the Provided Data shall be subject to the terms and conditions of this Agreement. Registered Data Disseminator agrees to secure from prospective sublicensees their written acceptance of these terms and conditions prior to providing the Provided Data and to provide MTC with copies of such acceptances upon request. d) Registered Data Disseminator waives any claims against MTC resulting from rights that others may assert based on Registered Data Disseminator exercise of this grant of license, including without limitation claims of copyright infringement or violation of other intellectual property rights. e) Registered Data Disseminator agrees that it will not use, display, or authorize third parties to use Data Suppliers’ intellectual property, trademarks, or logos on applications that utilize the Provided Data in part or in whole without separately obtaining the express permission of the agency or organization that controls the rights to these features. f) MTC, Caltrans, CHP, and Data Suppliers reserve the right to publicize Registered Data Disseminator's use of the Provided Data. g) Registered Data Disseminator understands that MTC incurs costs in order to furnish the Provided Data. In order to justify continued investment in a free 511 data source for data disseminators, MTC must demonstrate usage of the Provided Data. Therefore, the Registered Data Disseminator agrees to provide MTC with documentation of a product, website, application, or other service using the Provided Data within thirty (30) days of launch. Documentation may include, but is not limited to, screen-shots, press releases, or live URL's. Registered Data Disseminator also agrees to document compliance with acknowledgement of the source of the data per Section 5.b below. h) MTC reserves the right, at some future date, to charge a fee for access to and usage of the MTC 511 data. MTC shall provide Registered Data Disseminator at least ninety (90) days advance written notice of such intent.

Limitations on Grant of License. Registered Data DisseminatorRecipient’s license to the Provided Data Information is subject to the following limitations and conditions: a) Registered Data Disseminator a. Recipient shall use commercially reasonable efforts to maintain the most current available Information in its services, sites or applications that are available to the public. Nothing in this Agreement obligates Registered Data Disseminator Recipient to make available any or all of the Provided DataInformation, in any of Registered Data Disseminator Recipient’s services, sites, or applications. b) b. The Provided Data shall Information may not be sold as received on a standalone basis without the prior written agreement of MTC. c) c. Any sublicenses of the Provided Data Information shall be subject to the terms and conditions of this Agreement. Registered Data Disseminator Recipient agrees to secure from prospective sublicensees their written acceptance of these terms and conditions prior to providing the Provided Data Information and to provide MTC with copies of such acceptances upon request. dd. Recipients who repackage or redistribute the Information shall on a quarterly basis provide MTC a list (or an update to the existing list) Registered Data Disseminator of those to whom they redistribute the Information, and locations and website addresses at which applications of the Information are being made publicly available. e. Recipient agrees to provide MTC usage statistics on a quarterly basis from its public applications using the Information. The specific type of usage data and its reporting format will be determined between MTC and Recipient, and set out in Exhibit 1 of this Agreement. The usage statistics will include those of any down-stream data users or disseminators who are using the Information in an arrangement with Recipient to receive such Information. f. Recipient waives any claims against MTC resulting from rights that others may assert based on Registered Data Disseminator Recipient’s exercise of this grant of license, including without limitation claims of copyright infringement or violation of other intellectual property rights. eg. Recipient agrees that its publicly available applications that use the Information will not provide an automatic or default preference for the selection, utilization and/or display of data from one transit agency or provider over other transit agencies or providers that are also included in the Information that they utilize. (This is referred to as the “agency neutral preference condition”). For the avoidance of doubt, the foregoing does not prohibit preference for the selection, utilization and/or display of data of one transit agency or provider over other transit agencies or providers by end users, or based on objective criteria or measures (for example in a trip planning application: fastest route, route with fewest transfers, route that favors rail over bus, etc.) Registered Data Disseminator in said applications. h. Recipient agrees that it will not use, display, or authorize third parties to use Data Supplierstransit service providers’ intellectual property, trademarks, or logos on applications that utilize the Provided Data Information in part or in whole without separately obtaining the express permission of the agency or organization that controls the rights to these features. f) MTC, Caltrans, CHP, and Data Suppliers reserve the right to publicize Registered Data Disseminator's use of the Provided Data. g) Registered Data Disseminator understands that MTC incurs costs in order to furnish the Provided Data. In order to justify continued investment in a free 511 data source for data disseminators, MTC must demonstrate usage of the Provided Data. Therefore, the Registered Data Disseminator agrees to provide MTC with documentation of a product, website, application, or other service using the Provided Data within thirty (30) days of launch. Documentation may include, but is not limited to, screen-shots, press releases, or live URL's. Registered Data Disseminator also agrees to document compliance with acknowledgement of the source of the data per Section 5.b below. h) MTC reserves the right, at some future date, to charge a fee for access to and usage of the MTC 511 data. MTC shall provide Registered Data Disseminator at least ninety (90) days advance written notice of such intent.