wmata google transit agreement

8/7/2019 WMATA Google Transit Agreement

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GoogJe Transit AgreementThis Transit Content License Agreement ("Agreement") isentered into by and between Google Inc.("Google") with an address at 1600 Amphitheatre Parkway, Mountain View, CA, 94043 and WashingtonMetropolitan Area Transit Authority ("WMATA") with an address at'600 Fifth Street NW Washington, DC20001 (~Licensor"). This Agreement will be effective as of July _..._, 2010.1.DEFINITIONS.1.1 "Affiliate(s)" of a party shall mean any company controlling, controlled by or under common controlwith such party where "control" shall mean ownership, directly or indirectly, of the shares of a companyrepresenting fifty percent (50%) or more of the voting rights in this company.1.2 "Authorized Personnel" means those employees, agents, representatives, or contractors of theRecipient who require access to the Confidential Information to pertorm under this Agreement and whoare bound by written agreement not to disclose third-party confidential or proprietary informationdisclosed to Recipient.

1.3 "Confidential Information" means information considered -confidential andfor proprietary by theDiscloser, including, but not limited to, tangible, intangible, visual, electronic, present, or future informationsuch as: (a) trade secrets; (b) financial information, including pricing; (c) technical information, includingresearch, development, procedures, algorithms, data, designs, and know-how; (d) business information,including operations, planning, marketing interests, and products; and (e) the terms of this Agreementand the discussions, negotiations and proposals related thereto. A party's Confidential Information shallnot include information that: (i) is or becomes publicly available through no act or omission of Recipient; (ii)was in the Recipient's lawful possession prior to the disclosure and was not obtained by Recipient eitherdirectly or indirectly from the Discloser; (iii) is lawfully disclosed to the ReCipient by a third party withoutrestriction on Recipient's disclosure, and where Recipient was not aware that the information was theconfidential information of Discloser; or (iv) is independently developed by the Recipient without violationof this Agreement; or (v) that must be disclosed pursuant to WMATA's Public Access to Records Policy("PARpn). For information that must be disclosed pursuant to WMATA's PARP, other than disclosure toAuthorized Personnel, WMATA agrees to only disclose such information pursuant to a PARP request thatWMATA reasonably believes is valid and would not be subject to any exemption under the PARP.1.4 "Discloser" means the party disclosing Confidential Information to the other party.1.5 "End Users" means end users who access or use Googie Services.1.6 "Google Services" means Google's products and services, including, without limitation, any productsand services accessible through any Google Sites and any Google syndlcation sites and services.1.7 "Google Site" means any Web site located at a Google-own.ed domain, including all sub-domains anddirectories thereof, and all successor sites thereto.1.8 "Initial Term" means the initial term of this Agreement, which will begin on the Effective Dateandexpire twenty-four (24) months thereafter, unless, terminated earlier in accordance with this Agreement.1.9 "Licensed Materials" means the data, materials and content provided toGoogle by Licensor duringthe Term of this Agreement. including, without limitation, all text, data, images, materials and othercontent related to schedules, fares, location and general availability of public transportation, and anyUpdates.Google Confidential 1


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1.10 "PARP" means Licensor's Public Access to Records Policy or comparable applicable laws requiringdisclosure of information by public entities. See PARP, attached as Exhibit 1.1.11 "Reclpient" means the party receiving Confidential Information from the Discloser.1.12 "Term" means the Initial Term and all renewal terms.1.13 "Updates" means updates, refreshes, corrections and other mcdificetions to the Licensed Materialspreviously provided to Google by Licensor.2. LICENSED CONTENT.2.1 License. Licensor hereby grants to Google a perpetual, worldwide and royalty-free right and licenseto (i) use, copy. distribute, store (electronically or otherwise), create derivative works based on, publiclyperform (including but not limited to by digital audio transmission) and publicly display the LicensedMaterials, and (ii) allow End Users to access and use the Licensed Materials through the Google Services.Google may use consultants and other contractors in connection with the performance of obligations andexercise of rights under this Agreement, provided that such consuitants and contractors will be-subject tothe same obligations as Google. The license granted hereunder may not be sublicensed by Google,except to (a) its Affiliates in accordance with Section 10 of this Agreement; and (b) its syndicationpartners without prior written consent of licensee provided that Google passes through the applicableterms and conditions under this Agreement to its syndication partners.2.2 Reservation of Licensor Rights. Except for the rights and licenses granted hereunder, as betweenthe parties, Licensor retains any right, title and interest in and to the Licensed Materials in accordancewith and subject to applicable law. The Licensed Materials gr


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3.2 Updates; Refreshes. Licensor shalt provide Updates on a regular basis, but shall have no obligationto provide Updates more frequently than weekly, and shall make the Updates available to Google in themanner pursuant to Section 3.1 hereof. Notwithstanding the foregoing, Licensor shall ensure that theLicensed Materials made available to Google hereunder will be the same as and are as current as thecorresponding data, materials and content that Licensor (or the entities originating the Licensed Materia-Is,in the event that Licensor is an aggregator of Licensed Materials provided by other entities) makesavailable to any other party, other than content made directly available to End Users for their personal,noncommercial use through Licensor's website.3.3 Display. The rights granted to Google herein include the right to display the .Licensed Materials onGoogle Services, Google Sites and Google syndication partner sites, as determined by Google in its "Solediscretion; provided that, notwithstanding anything to the contrary, nothing in this Agreement obligatesGoogle to make available to End Users any or all of the Licensed Materials. Google will have the soleright to determine the placement and location of the selected Licensed Materials through the GoogleServices. For the sake of clarity, Google discretion with respect to the look and feel, UI::iOlcIVand operation of the G

reatter the work together inattempt to resolve the matter. If, notwithstanding their efforts, the parties are unable to resolve the matterwithin 30 business days of the date Licensor first provided written notice, either party may terminate thisAgreement immediately by providing the other party with written notice. This Agreement does not affectany right that either party would have had, or shall have, independent of the Agreement including but notlimited to rights under the U.S. Copyright Act, the Lanham Act, or analogous laws in other jurisdictions.4.WARRANTIES AND DISCLAIMER. Each party represents and warrants that it has full power andauthority to enter into the Agreement. Licensor represents and warrants that ta) the Licensed Materialsdo not infringe any third party patent, trademark or copyright or misappropriate any trade secret or violateany right of privacy or right of publicity or other legal right of any person; and that (b) Licensor hasobtained and will maintain throughout the Term all necessary rights, authorizations and licenses, if any,that are required in order for it to grant the licenses set forth in Section 2. In the event that Licensor is anaggregator of Licensed Materials provided by other entities, Licensor also represents and warrants that ithas the full power and authority or has entered into agreements to ensure that the originating entities ofthe Licensed Materials comply with the applicable provisions of this Agreement, including, withoutlimitation, the confidentiality obligations set forth in Section 6. Except as expressly provided for herein,NEITHER PARTY MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED,STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON1NFRINGEMENT.

Google Confidential 3


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6. CONFIDENTIALITY. In connection with performance ofits obligations hereunder, a party may discloseConfidentiallnformation to the other party. The Recipient will only have a duty to protect ConfidentialInformation disclosed to it by the Discloser: (1) if it is clearly and conspicuously marked as "confidential"or with a similar designation; (2) if it is identified by the Discloser as confidential and/or proprietary before,during, or promptly after presentation or communication; or(3) if it is disclosed in a manner in which theDiscloser reasonably communicated, or the Recipient should reasonably have understood under thecircumstances that the disclosure should be treated as confidential, whether or not the specificdesignation "confidential" or any similar designation is used. Recipient shan not disclose or cause to bedisclosed any Confidential Information of Discloser, except to Authorized Personnel, or as suchCli'sclosuremay be required by law or governmental regulation. Furthermore, Recipient agrees to beresponsible for any act and/or omission of any Authorized Personnel in breach of this Section. Recipientshall protect the Confidential Information of Discloser by using the same degree of care, but no less thana reasonable degree of care, that it uses to protect its own confidential information of a like nature toprevent its unauthorized use, dissemination or publication to any unauthorized third parties. Recipientmay disclose Confidential Information solely as needed to comply with a court order, subpoena, or othergovernment demand, provided that Recipient first notifies Discloser and gives Discloser the opportunity tochallenge such court order, subpoena, or government demand). Each party acknowledges that damagesfor improper disclosure of Confidential Information may be irreparable; therefore, the injured party is.entitled to seek equitable relief, including temporary restraining order(s) or preliminary or permanentinjunction, in addition to all other remedies, for any violation or threatened violation of this Section. A .Recipient's duty to protect Confidential Information expires five (5) years from the date of disclosure.Neither party will issue any public announcement regarding this Agreement without the other party's priorwritten approval. Notwithstanding the foregoing, -Google may include the Licensor's names inpresentations, marketing materials, and customer lists (which includes, without limitation, customer listsposted onGoogle's Sites and screen shots of Licensor's implementation of the Services). UponLicensor's request, Google will furnish licensor with a sample of such usage.6.1 PARP. If any requests for disclosure of materials are made pursuant to PARP, Licensor shall (i)-notifyGooglein accordance with the requirements of PARP and within a reasonable time after receiving suchrequest to allow for Google to file for or request any applicable exemptions, extensions, responses orpetitions, and (li) provide Google with reasonable information, to allow Google to file for or request anyapplicable exemptions, extensions, responses or petitions and the like to protect Google's trade secrets,Confidential Information and/or the confidentiality of all or part of this Agreement and documentssubmitted under this Agreement.7. TERM AND TERMINATION. .7.1 Term. This Agreement will be effective during the Initial Term, and will automatically renew thereafterfor additional one (1) year terms, unless either party notifies the other of its intent to not renew at leastsixty (60) days prior to the end of the then current term or unless terminated earlier in accordance withthis Agreement.



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7.2 Termination. Either party may terminate this Agreement: (a) immediately upon written notice to theother party if (1) the other party files a petition for bankruptcy, becomes insolvent, or makes anassignment for the benefit of its creditors, or a receiver is appointed for the other party or its business, or(2) the other party breaches Section 6 of this Agreement (Confidentiality); (b) if the other party materiallybreaches any material term or condition of this Agreement and fails to cure such breach within thirty (30)days after receiving written notice thereof; or {c) for convenience by providing the_other party with thirty(30) day prior written notice. Google may terminate this Agreement immediately upon written notice toLicensor if Licensor breaches its representations and warranties in Section 4 of this Agreement(Warranties and Disclaimer). Google may terminate this Agreement upon seven (7) days' prior writtennotice to Licensor if Google determines that the quality and/or integrity of the Licensed Materials isinaccurate, outdated or otherwise not consistent with Google's standards of quality and integrity.7.3 Effect of Termination, Expiration. Sections 2.2,2.3, and 4 through 10 will survive any termination orExpiration of this Agreement. For the sake of clarity, beyond any termination or expiration of thisAgreement, nothing in this Agreement prohibits Google from using any data, information or other f~.scontained in the Licensed Content that has been independently verified and that Googie has obtain...od in alawful manner.8. NON-EXCLUSIVE LICENSE. Licensor's grant of permission to'Google to use its Licensed Materialsdoes not preclude Licensor from entering into similar agreements with other entities for the same or anyother purpose.9.SOVEREIGN IMMUNITY. Licensor's intent in the execution of this Agreement is to not waiveLicensor's entitlement to invoke sovereign immunity asa defense in any litigation or arbitration betweenthe parties where sovereign immunity is applicable under the Washington Metropolitan Area TransitAuthority Compact.10.MISCELLANEOUS. Each party will comply with all laws, rules and regulations, if a'ny, applicable to itin connection with the performance of its obligations under the Agreement. All notices will be in Englishand in writing and {a) jf sent to Licensor to Carol B. O'Keeffe, the General Counsel and to-VictorGrimes,Chief Enterprise Web Portal and GIS, The Department of Information Technology, WMATA, 600 FifthStreet, NW, Washington, DC 20001 and (b) if sent to Google to: Google Inc., Attn: Legal Department1600 Amphitheatre Parkway, Mountain V i e w , CA 94043. Notice will be deemed given (i) upon receiptwhen delivered personally, {ii) upon written verification of receipt from overnight courier, (iii) uponverification of receipt of registered or certified mail or (iv) upon verifteation of receipt via facsimi~,provided that such notice is also sent simultaneously via first class mail. Neither party will assign orotherwise transfer its rights or delegate its obligations under the Agreement, in whole orin part, withoutthe prior written consent of the other party, except to an Affiliate but only if {a) the assignee agrees inwriting to be bound by the terms of this agreement, and (b) the assigning party remains liable forobligations under this agreement, including jurisdiction of DC courts. Any other attempt to assign,delegate or transfer in will be null and void. Any assignment or other transfer of rights or delegation byeither party shall not operate to relieve such party of its under this The

icable federal U.S. laws will the"'IoJIJllv'Ollon nited Nations Convention onContracts for the International Sale of Goods and the Uniform Computer Information Transactions N;t

The Agreement supersedes any other prior or collateral agreements, whether oral or written, with. respectto the subject matter hereof. Any modifications to this Agreement must be made in a writing executed byauthorized representatives of both parties, or by parties' online acceptance of updated terms,an-d mustreference this Agreement. The failure to require performance of any provision will not affect a party's rightto require performance at any time thereafter; nor will waiver of a breach of any provision constitute awaiver of the provision itself .. If any provision is adjudged by a court of competent jurisdiction to beunenforceable, invalid or otherwise contrary to law, such provision will be interpreted -s o as to bestaccomplish its intended objectives and the remaining provisions will remain in full force and effect. Theparties hereto are and will remain independent contractors and nothing herein will be deemed to

G O O f S l e Confidential 5


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create any agency, partnership, or joint venture relationship between the parties. Neither party will bedeemed to be an employee or legal representative of the other nor willeither party have any right orauthority to create any obligation on behalf of the other party. Neither party will be liable for failing ordelaying performance of its obligations resulting from any condition beyond its reasonable control,including but not limited to, governmental action,' acts of terrorism, earthquake, fire, flood or other acts ofGod, labor conditions, power failures, and Internet disturbances. The Agreement;s not intended to benefit,nor will it be deemed to give rise to, any rights in any third party. The Agreement will be binding on andinure to the benefit of each of the parties and their respective successors and assigns.IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly'authorized representatives.Licensor: THE WASHINGTON METROPOLITAN AREA

T~Google:GOOGLE INC.

Title

SignatureIRichard SarlesPrinted Name

J u t f . . J 7 Z O flJ . ~Date


wmata google transit agreement

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