Okaloosa County BOCC — July 7, 2015 — Google Agreement 06-2016 — reading text

Contract between GoogJe and Okaloosa County Transit Page 1 of5 Coogle" Google Online Agreements - - - - - - _ ..- - Background Information Google is accepting transit data for use in Google products and services. If your organization is interested in participating in this program, please verify that the Contact Information below is correct and that the person listed is a qualified representative from your organization. That person needs to read and accept our terms and conditions to initiate the transit data collection process. Agreement Google Transit Agreement This Google Transit Agreement is entered Into by and between Google Inc., a Delaware corporation, and its affiliates ("Google"), and the entity agreeing to these terms ("Licensor"). This agreement will be effective as of the date you click the "Accept and Sign Up" button below (the "Effective Date"). If you are accepting on behalf of your employer or another entity, you represent and warrant that (I) you have full legal authority to bind your employer or such entity to these terms and conditions, (II) that you have read and understand this agreement, and (iii) that you agree, on behalf of the party that you represent, to this agreement. If you don't have the legal authority to bind, please do not click the "Accept and Sign Up" button below. 1 DEFINITIONS. 1.1 "Basic Content" means the data specified In Part 1 of Exhibit A and any similar data that is provided by Licensor. 1.2 "Enhanced Content" means (a) the data specified in Part 2 of Exhibit A and any similar data that is provided by Licensor, and (b) all other content made available by Licensor to Google under this agreement using the delivery mechanisms In clause 3.1 (Delivery), which is not Basic Content and not separately provided by Licensor to Google under another agreement or obtained Independently of this agreement. 1.3 "Licensed Content" means Basic Content and Enhanced Content, and any updates to either. 1.4 "Licensor Marks" means Licensor's various service marks, trademarks, company names, trade names, and logos. 1.5 "Distribution Partner" means a third party under an agreement with Google to use Google products or services Internally or provide or display Google products or services to end users. 2 LICENSED CONTENT. 2.1 License. Licensor grants to Google a nonexclusive, worldwide, and royalty-free license for the applicable term specified in Section 7.1 (License Term) to: (a) copy, distribute, create derivative works based on, perform, display, and otherwise use the Licensed Content in connection with Google products or servicesj and (b) sublicense the license in subsection (a) to end users and Distribution Partners in connection with Google products or services. Google agrees that It will not distribute the Licensed Content to Distribution Partners or end users outside of the Google products or services. Google may use consultants and other contractors in connection with the performance of obligations and exercise of rights under this agreement, provided that such consultants and contractors will be subject to the same obligations as Google. 2.2 Marks License. Licensor hereby grants to Google a worldwide, non-exclusive, non-transferable, royalty-free right and license to use the Licensor Marks in connection with the Licensed Content in Google products or services (which license is perpetual and irrevocable with respect to Google's display of Basic Content). This license may not be sublicensed except to its Distribution Partners in connection with their use of Google products or services. 2.3 ReservatIon of Rights. Except for the license rights granted In this agreement, each party retains all rights It would have Independent of this agreement, including rights under the u.s. Copyright Act or analogous laws in other jurisdictions. Google and its licensors retain ali rights in any content used or created in connection with the Licensed Content and Licensor Marks. Nothing in this agreement will restrict Google from using content Google obtains from a source other than Licensor under this agreement. 3 DELIVERY; UPDATES. https:llpartnercontracts.googie.com/review'ahZzfml vY2 EtaGRyLWI pZ3JhdGlvbi OzckcLEghDb250cmFjdBj71AEMCxIIQ29udHJhY3QYkcs... 6/30/2015 Contract between GoogJe and Okaloosa County Transit Page 2 of 5 3.1 Delivery. Within 14 days after the Effective Date, Licensor will provide the Licensed Content to Google In accordance with the form~t and specifications set forth in Google's transit feed specifications as updated by Google from time to time, the current version of which is located at http://code.googte.com/transit/spec/transILfeed_specification.htm, or in a format as otherwise mutually agreed upon in writing by the parties. If the LIcensed Content includes URLs, those URLs will link directly to a Licensor webpage relevant to the Licensed Content without spawning any pop-up advertisements or new windows that are not relevant to the Licensed Content. 3.2 Updates. During the Term, Licensor will provide updates to the Licensed Content on a regular basis In the manner described in Section 3.1 (Delivery). The updated Licensed Content will be updated as frequently and will be as high in quality and broad in scope as corresponding content that Licensor provides to any other party (including without limitation Licensor's end users). In the event that Licensor Is an aggregator of licensed content provIded by other entities, Licensor will ensure that the updated Licensed Content wIll be updated as frequently and will be as high In quality and broad in scope as corresponding content that the originating entities provide to any other party. 4 WARRANTIES AND INDEMNITIES. Each party represents and warrants that it has full power and authority to enter Into this agreement. Licensor represents and warrants that it has all necessary rights to grant the licenses set forth in Section 2. In the event that Licensor is an aggregator of licensed content provided by other entities, Licensor also represents and warrants that it has the full power and authority or has entered into agreements to ensure that the originating entities of the Licensed Content comply with the applicable provisions of this agreement, including, without limitation, the confidentiality obligations set forth In Section 6, Google wlll indemnify and defend Licensor and its directors, officers, employees, and agents from third party claims arising from or related to a breach of Google's representations and warranties. Licensor will, to the extent permitted by applicable law, indemnify and defend Google and its directors, officers, employees, agents, and Distribution Partners from third party claims arising from or related to (a) a breach of Licensor's representations and warranties or (b) Google's or any Distribution Party's authorized use of the Licensed Content or any other materials provided by Licensor to Google under this agreement, 5 DISCLAIMERS, LIMITATION OF LIABILITY. EXCEPT FOR THE EXPRESS WARRANTIES MADE BY THE PARTIES IN SECTION 4, THE PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. EXCEPT (I) INDEMNITIES UNDER SECTION 4, AND (II) BREACHES OF CONFIDENTIALITY UNDER SECTION 6, (A) NEITHER PARTY WILL BE LIABLE FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, AND (B) NEITHER PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED $1,000. 6 CONFIDENTIALITY; PRo 6.1 Definition. "Confidential Information" is information disclosed by one party to the other party under this agreement that is marked as confidential or would normally under the circumstances be considered confidential information of the disclosing party. Confidential Information does not Include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was rightfully given to the recipient by another party. 6.2 Confidentiality Obligations. The recipient will not disclose the Confidential Information, except to affiliates, employees, and agents who need to know it and who have agreed in writing to keep It confidential. The recipient, its affiliates, employees, and agents may use Confidential Information only to exercise rights and fulfill obligations under this agreement, while using reasonable care to protect it. The recipient may also disclose Confidential Information when required by law after giving reasonable notice to discloser. 6.3 Publicity. Neither party may make any public statement regarding the relationship contemplated by this agreement without the other's prior written approval. 6.4 Public Records. Notwithstanding the provisions of Section 6.2, Google understands that, unless exempt under applicable law, this agreement and any documents that it submits under this agreement may be subject to public InspectIon or copying under the applicable public records act laws to Licensor ("PRA"). For avoidance of doubt, Licensor, solely In compliance with the PRA, may disclose that Information to which Licensor has a reasonable good faith belief that no applicable exemption under the PRA applies, If any requests for disclosure are made pursuant to the PRA or comparable applicable laws requiring disclosure of information by public entities, Licensor shall (i) notify Google within 3 days of receiving such request and (II) provide Google with reasonable information, and assistance to file for or request any applicable exemptions, extensions, responses or petitions and the like to protect Google's trade secrets, Confidential Information or the confidentiality of all or part of this