DATA USE AGREEMENT

1. GRANT OF LIMITED LICENSE.

(A) These terms of use (here forth referred to collectively as the "Agreement") are a legal agreement between you, either as an individual or on behalf of an entity, and the Metropolitan Transit Authority of Harris County (“METRO”). This Agreement shall govern your use of METRO's Application Programming Interface (“API”) and all data made available to you by METRO-owned applications, including transit data (collectivity comprising the "Data"). METRO’s API allows your third-party application to integrate with METRO-owned applications by accessing the Data made available to you via these applications.

(B) METRO hereby grants you a limited, worldwide, non-exclusive, revocable license to reproduce, redistribute, incorporate for personal or commercial use, and publicly display the Data, in source or object form, in accordance with this Agreement. All other uses of the Data not addressed by this Agreement are unlicensed and not approved by METRO expressly or by implication. Unlicensed use of the Data by you or recipients to whom you provide the Data constitutes a breach of this license subject to remedial action by METRO. By utilizing the Data under this license, you covenant and are agreeing to the following:

i. You shall not spam, overwhelm, or otherwise have an adverse effect on METRO’s API or its application(s) to the detriment of METRO, its third-party contractors, or its affiliates.

ii. You may reproduce and distribute copies of the Data in any medium, with or without modifications, and in source or object form, provided that you must do the following:

(a) You shall make available to any other recipients of the Data this Agreement; and

(b) Whenever applicable, you shall cause any modified Data to carry prominent notices stating that someone modified the Data.

iii. You shall to the maximum extent practicable, within 24 hours of receipt of written notice from METRO or as soon as possible, comply with any METRO demand for you to limit or terminate use of the Data that diminishes the rights of METRO or is otherwise prejudicial to METRO’s interest(s) and cause others to do the same.

iv. Unless an authorized METRO employee gives you prior written permission to do otherwise, you shall present the Data with the following notice, in a prominent place near or around the displayed Data and visually distinct and separate from surrounding text and design elements: "Data is provided by permission of The Metropolitan Transit Authority of Harris County, Texas."

v. METRO owns and retains all rights it has in its trademarks comprising its names, logos, digital assets, and symbols (collectively the “Marks” herein); and, amongst the Marks, you are only hereby authorized to use the specific mark “METRO” in connection with your use of the Data but only to identify the METRO goods and METRO services associated with and/or implicated by the Data; and that when you choose to use the mark, “METRO” you shall indicate that the mark is the property of METRO by marking it with an asterisk (“*”) and stating in a prominent place near or around the METRO* and visually distinct and separate from surrounding text and design elements: “The METRO logo is the registered trademark of the Metropolitan Transit Authority of Harris County, Texas. All rights reserved.”

vi. Other than in accordance with the prescribed use of the mark, “METRO,” you are not authorized to and shall not make any use of METRO’s Marks, or any confusingly similar variant thereof, solely by virtue of your use of the Data.

(C) You understand and agree that METRO retains all right, title, and interest in the Data, and any intellectual property rights embodied therein, that you acquire no such rights from any use of the Data without METRO’s informed express written authorization, and that you will not attempt to restrict, limit or prevent METRO's use of the Data or METRO's Marks in connection therewith.

(D) You understand and agree that METRO shall have a right to limit the scope and applicability of this license, in which case METRO may not authorize said Data use and may take remedial action to limit your use of the Data whenever METRO determines the existence of one or more of the following circumstances as applicable to the Data: (i) it is developed at private expense, (ii) that it embodies trade secrets, (ii) that it is commercially or financially confidential, or privileged; (iv) that applicable law requires that METRO grant you more limited rights in the Data than those expressly granted to you by METRO in this license.

2. TERM.

(A) This Agreement and all rights herein granted to you by METRO shall commence upon your contacting or otherwise accessing a MERTO API, a METRO downloadable asset (i.e. METRO’s images and videos), a METRO application, or some other data made available to you through METRO. This Agreement shall remain effective for as long as you, your representatives, your affiliates, and your assignees are accessing, using, reproducing or displaying the Data or until METRO terminates or revokes your license to use the Data, whichever comes first.

3. DISCLAIMER OF WARRANTY.

(A) THE DATA IS PROVIDED TO YOU "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.

(B) METRO does not warrant that: (i) the Data will meet your specific requirements; (ii) the Data is fully compatible with any particular platform; (iii) your use of the Data will be uninterrupted, timely, secure, or error-free; (iv) the results that may be obtained from the use of the Data will be accurate or reliable; (v) the quality of any products, services, information, or other material purchased or obtained by you by use of the Data will meet your expectations; or (vi) any errors in the Data will be corrected.

4. LIMITATION OF LIABILITY.

(A) YOU EXPRESSLY UNDERSTAND AND AGREE THAT METRO SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF METRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RELATED TO THE DATA, including, for example: (i) the usage or the inability to use the Data; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through, from, or by your reliance on the Data; (iii) unauthorized access to and/or alteration of your transmissions or data; (iv) statements or conduct of any third party on the Data; (v) or any other matter relating to the Data.

(B) This Limitation of Liability shall apply to all said damages, regardless of whether damages are based upon contract, negligence, strict liability in tort, warranty, or any other legal theory, arising out of or related to your use of the Data. You understand and agree that you and METRO intend that this limitation should apply even if it causes any warranty to fail of that warranty’s essential purpose.

5. INDEMNIFICATION.

(A) You agree to indemnify, defend, and hold harmless METRO 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 your use or distribution of the Data in accordance with METRO’s indemnification requirements.

6. CONFLICTING AND ADDITIONAL TERMS.

(A) In the event of any conflict between this Agreement and other terms governing use of the Data, this Agreement will control as to matters expressly addressed herein, unless otherwise expressly permitted by an authorized METRO employee. The following shall apply as it relates to unauthorized changes to language relating to the Data:

i. You shall not have the authority to bilaterally modify and/or supplement language in this Agreement; and

ii. You understand and agree that all other terms, conditions, and additional language implicating the Data, whether issued by you, your representatives, your third-party affiliates, your assignees, or any and all entities having access to or custody of the Data are hereby rendered void and shall have no effect on this Agreement unless they benefit METRO; notwithstanding informed situation-specific permission provided by an authorized METRO employee.

(B) METRO may withdraw, alter, amend, modify or supplement this Agreement at any time and without notifying you. METRO reserves the right to modify all data made available to you and to increase or decrease the Data’s use or application, including the related API at any time in METRO’s sole discretion. Please check this Agreement periodically to remain apprised of any modifications and updates to it.

(C) This Agreement constitutes the entire agreement between you and METRO but, with METRO’s informed express written authorization, it may be modified or supplemented by additional mutually agreed upon language specific to the Data.

(D) With respect to Contractors and/or third parties with separate METRO provided license terms and conditions governing their use of the Data, those terms and conditions may incorporate this Agreement by reference. Nothing set forth in this Agreement, or by virtue of its publication, may be construed as a waiver by METRO of confidentiality or any other rights set forth in such terms and conditions, all of which are expressly reserved.

7. JURISDICTION AND VENUE.

(A) The laws of the State of Texas shall govern all rights and obligations under this Agreement, without giving effect to any principles or conflicts of law. You agree with METRO that the courts in the State of Texas shall have exclusive jurisdiction over any disputes under or relating to this Agreement. Nothing in this Agreement is a waiver of any defenses or rights otherwise available to METRO. Venue for any disputes under or relation to this Agreement shall be Harris County, Texas.

8. SEVERABILITY.

(A) Non-enforcement or waiver by METRO of any breach of any term, covenant, condition, or agreement herein contained shall not be deemed to be a waiver of any subsequent breach of the same, or of a breach of any other term, covenant, condition, or agreement herein contained.

(B) The delay or failure of METRO to exercise any rights under this Agreement will not constitute a waiver or forfeiture of such rights.

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