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VIA Metropolitan Transit Developers License Agreement

The Developer's License Agreement sets out the terms and conditions "the Terms" governing Your use of the information and real-time and static transportation data made available by the VIA Metropolitan Transit on the "Developers Page."

1. Definitions

1.1 "VIA" means VIA Metropolitan Transit, a political subdivision of the State of Texas, and its officers, directors, employees, agents, and representatives, including any third parties with which VIA may partner to provide data on or through the Developers Page.

1.2 "Data" means the information and resources made available on the Developers Page and the information and resources linked to, or from the Developers Page and hosted by third parties with which VIA has partnered.

1.3 "Developers Page" means the websites hosted by VIA which provides information, data, and resources.

2. Acceptance of Developer’s License Agreement

2.1 You (Licensee) agree to all the Terms provided in this License Agreement.

2.2 Your use of the Data constitutes full acceptance of the Terms of the Licensing Agreement from that point onwards.

2.3 If you are agreeing to be bound by this License Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this License Agreement.

3. License

3.1 VIA, subject to your acceptance of the Terms of this License Agreement, hereby grants You (Licensee) non-exclusive, limited, and revocable rights to use, reproduce, and redistribute the Data.

3.2 This license is limited to uses that utilize the VIA Data for assisting mass transportation riders or in furtherance of promoting public transportation.

4. Your (Licensee) Obligations

4.1 You shall:

• Clearly acknowledge and credit VIA as the provider of the Data as follows: the acknowledgment and credit should read: “Data provided by VIA Metropolitan Transit” or “Data provided by VIA.”
• Comply with all applicable laws, rules, and regulations in relation to Your receipt and use of the Data.
• Not represent Yourself (Licensee) as VIA, as an agent or partner of VIA, or make any representations, warranties, or guarantees to third parties with respect to the Data.
• Not reproduce or use VIA logos or trademarks in connection with the Data.
• Not misrepresent the Data.
• Not claim ownership of the Data in any manner, including but not limited to, on Your website, web application, or any other digital product.
• Not promote or provide or use the Data for any illegal activity or to promote physical harm or injury against any individual, group, business or government.

4.2 You may:

• Combine the Data with other data, provided such combination does not infringe any third party Intellectual Property Rights.

5. VIA’s (Licensor) Rights

5.1 VIA reserves the right to alter the Terms of this License Agreement at anytime without notice.

5.2 VIA reserves the right to make changes, modifications, or alterations to the Data without notice, and such changes, modifications, or alterations may affect Your use of the Data, all without any liability or responsibility of the VIA.

5.3 VIA reserves the right to suspend or terminate the Data at any time without prior notice, all without any liability or responsibility of the VIA.

5.4 VIA shall at all times maintain title, ownership, rights, and interest in and to the Data.

6. Disclaimer and Liability

6.1 VIA does not guarantee or represent that the Data will always be accurate, complete, or current, or that access to the Data will be continuous and uninterrupted.

6.2 You (Licensee) acknowledge and agree that neither VIA nor any of its employees, officers, or agents makes any warranty, express or implied, with respect to the Data nor with respect to its accuracy, sufficiency, or completeness thereof, nor with respect to any of the software or other systems provided by VIA under this License Agreement. The Data is provided on an "as is", “as available” and "with all faults" basis, with You (Licensee) bearing the entire risk as to quality and performance of the Data.

6.3 VIA makes no representations or warranties that the Data will perform based on Your equipment. You will be solely responsible for any resulting damage to Your software or computer systems and/or any resulting loss of data, from Your use of the Data pursuant to this Agreement and/or any reliance which You may place upon the Data.

6.4 VIA MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE DATA WILL BE SUITABLE FOR THE PURPOSES FOR WHICH THE DATA IS PERMITTED TO BE USED UNDER THE TERMS OF THIS AGREEMENT. THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY WAIVED.

6.5 VIA expressly disclaims all liability (whether incurred directly or indirectly) for all loss and/or damage occasioned from the use and/or inability to use the Data or any part of it.

6.6 You (Licensee) acknowledge and agree that in no event shall VIA or its employees, officers, or agents be liable for any damages, claim or loss incurred by You (including without limitation, compensatory, incidental, indirect, special, consequential, or exemplary damages, lost profits, lost sales or business, expenditures, investments or commitments in connection with any business, or loss of goodwill) resulting from loss of the Data or inability to use the Data irrespective of whether VIA had been informed of, knew of, or should have known of the likelihood of such damages, claim, or loss. This limitation applies to all causes of action in the aggregate, including, without limitation, breach of contract, breach of warranty, negligence, strict liability, misrepresentation, and other torts.

6.7 VIA shall under no circumstances, be liable for special, incidental, exemplary or consequential damages suffered by Your use of the Data; including, but not limited to, loss of profits, anticipated revenue, interest, loss of use, or other such claims arising from any causes whatsoever, whether or not such loss or damage is based on contract, warranty, tort including negligence, indemnity, or otherwise.

7. Indemnification and Hold Harmless

7.1 BY USING VIA DATA, YOU (LICENSEE0 AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS VIA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES FROM AND AGAINST ALL CLAIMS AND EXPENSES, INCLUDING ATTORNEYS’ FEES, ARISING OUT OF YOUR (LICENSEE’S) USE OF THE DATA.

8. Waiver, Severability, and Applicable Law

8.1 Failure by VIA to insist upon strict performance of any part of these Terms, or delay in, or failure to exercise any rights or remedies to which it is entitled shall not constitute a waiver of such right or remedies, nor shall termination of these Terms by VIA operate as a waiver of any of its Terms. Any express waiver of any breach of these Terms by VIA does not constitute a waiver of any subsequent breach of these Terms. Waivers shall only be valid if recorded in writing and signed by the waiver.

8.2 If any provision of these Terms is held invalid, illegal, or unenforceable, for any reason by any court of competent jurisdiction, such provision shall be severed from these Terms and the remaining provisions shall continue in full force and effect as if these Terms had been executed without the invalid, illegal, or unenforceable provision.

8.3 The provisions of the Disclaimer and Liability sections above and any other paragraphs that are necessary to give effect to those paragraphs shall survive termination of these Terms.

8.4 This Agreement shall be interpreted and enforced under the laws of the State of Texas and venue and jurisdiction in any dispute shall be in the district courts for Bexar County, Texas.

9. Sovereign Immunity

9.1 Licensee acknowledges and agrees that VIA is a political subdivision of the State of Texas; that VIA has sovereign immunity; and that by entering into this Agreement, VIA does not waive such sovereign immunity. You (Licensee) understand and agree that Licensee may not assert for its own benefit, or attempt to assert otherwise, any immunity from claims available to VIA.

10. Entire Agreement

These Terms constitute the entire License Agreement between You (Licensee) and VIA and governs Your use of the Data, superseding any prior Agreements between You and VIA. VIA reserves the right to modify or revoke this Agreement at any time. If modifications are made to this Agreement, VIA will notify You on the Developers Page.