Developer License Agreement

Foothill Transit (FOOTHILL) hereby grants you (Licensee) a non-exclusive, non-transferable, non-sublicensable, limited and revocable right to use, reproduce, and redistribute General Transit Feed Specification Data (Data) provided by FOOTHILL, subject to the Terms below. Licensee’s use, reproduction and/or redistribution of Data confirms its agreement to each of the Terms below. Licensee acknowledges and agrees that FOOTHILL may modify these Terms in FOOTHILL’s sole discretion and Licensee hereby agrees that any use, reproduction and/or redistribution of Data following any such modification constitutes Licensee’s agreement to such modified Terms.

FOOTHILL trademarks and other copyrighted materials, including any confusingly similar variants, may not be used in association with Data or otherwise. Licensee may not state, suggest or imply it is endorsed by FOOTHILL or that there is any affiliation between Licensee and FOOTHILL.

Licensee may not modify Data or create any derivative works based on Data. Licensee may not sell Data.

Data is provided by FOOTHILL on an “as is” and “as available” basis. FOOTHILL makes no representations or warranties of any kind, express or implied, regarding Data or use of Data. FOOTHILL disclaims all warranties, express or implied regarding Data, including but not limited to implied warranties of merchantability and fitness for a particular purpose. FOOTHILL and its employees, officers, directors and agents will not be liable for damages of any kind arising from the use of Data by Licensee or anyone else including but not limited to direct, indirect, incidental, punitive and consequential damages. Licensee uses the Data at its own risk, and Licensee assumes the risk that the Data may provide incorrect information to Licensee, its agents, employees, customers, and assigns, as well as the risk that any Data downloaded by Licensee may cause loss of data or damage to its or others’ computer systems. To the extent permitted by law, Licensee agrees to indemnify, defend and hold harmless FOOTHILL 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 arising out of or in connection with Licensee’s use of Data.

FOOTHILL reserves the right to alter and/or no longer provide Data at any time without prior notice. FOOTHILL reserves the right to revoke Licensee’s right to use, reproduce and/or redistribute Data at any time and without prior notice, in FOOTHILL’s sole discretion. If FOOTHILL revokes Licensee’s right to use, reproduce or redistribute Data, Licensee shall immediately purge and destroy all Data in its possession.

FOOTHILL maintains title, ownership, rights and interest in and to all Data. Licensee acquires no rights to Data other than those limited use, reproduction and redistribution rights expressly granted above. To the extent Licensee ever acquires any ownership rights in any Data, Licensee hereby irrevocably assigns all such ownership rights to FOOTHILL.

The invalidity of any term or provision in this Agreement will not affect the validity of any other term or provision. Waiver by FOOTHILL of strict performance of any provision of this Agreement will not be a waiver of or prejudice FOOTHILL’s right to require strict performance of the same provision in the future or of any other provision of this Agreement.

By using Data, Licensee agrees to be bound by all of the Terms and Conditions set forth in this Agreement.

Applicable Law

The laws of the State of California shall govern all rights and obligations under this Agreement, without giving effect to any principles of conflicts of laws. Licensee agrees that any suit, action or proceeding arising out of or relating to this Agreement may be brought by Licensee only in the state or federal courts located in Los Angeles, California, and Licensee hereby agrees that such venue is appropriate.

Entire Agreement

This Agreement constitutes the complete and exclusive agreement between FOOTHILL and Licensee with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications, or agreements not specifically incorporated herein. FOOTHILL reserves the right to modify or revoke this Agreement at any time in its sole discretion.