HomeMy WebLinkAboutSanta Clara Valley Transportation Authority (2)WAZE SUB -LICENSE AGREEMENT
BETWEEN
SANTA CLARA VALLEY TRANSPORTATION AUTHORITY
AND
THE TOWN OF LOS ALTOS HILLS
This agreement ("Agreement") by and between Santa Clara Valley Transportation
Authority ("VTA" as "Main Licensee") and the Town of Los Altos Hills ("Sublicensee")
(individually, "Party" and collectively, the "Parties") shall become effective as of the date
of execution by the last of the Parties to sign (the "Effective Date").
RECITALS
A. WHEREAS, VTA and Sublicensee desire to enter into this Agreement to set forth
their understanding and respective responsibilities;
B. WHEREAS, Google, Inc., ("Google"), Delaware limited liability company, operates a
community -driven GPS navigation software application commonly known as "Wane";
C. WHEREAS, Waze collects information from cities in relation to traffic incidents and
road closure data;
D. WHEREAS, VTA is the designated congestion management agency for Santa Clara
County;
E. WHEREAS, VTA in its capacity as the county congestion management agency,
entered into an agreement on October 2, 2019 with Google whereby Google licensed
use of the Waze Connected Citizens Program Data Upload Tools, Waze Traffic Data
API, and Waze Data (collectively hereinafter referred to as the "VTA/Waze License"),
attached hereto as Exhibit A;
F. WHEREAS, the VTA/Waze License consists of the (1) Waze Connected Citizens
Program Data Upload Tools and Waze Traffic Data API (the "Program") Additional
Terms, (hereinafter referred to as the "Waze Terms") as updated from time to time at
the sole discretion of Google and currently available at
https://sites.google.com/site/wazeccpattributionauidelines/membership-criteria, (2)
Google Terms of Service, as updated from time to time at the sole discretion of
Google and currently available at https://Policies.google.com/terms, and (3) Google
APIs Terms of Service, as updated from time to time at the sole discretion of Google
and currently available at https://developers._qoogle.com/terms/site-terms
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G. WHEREAS, the VTA/Waze License, at Section 2.3 of the Waze Terms, allows for
sublicensing by VTA to certain sublicensees, subject to restrictions, authorized in
writing by Google;
H. WHEREAS, sublicensees to the main license have access to the Main Licensee's
traffic and road closure information, and vice versa;
I. WHEREAS, Sublicensee has expressed a desire to enter into a sublicense to the
VTA/Waze License with VTA whereby Sublicensee may have access to the Waze
Connected Citizens Program Data Upload Tools ("Waze Upload Tools"), Waze
Traffic Data API ("Waze API"), and any data associated with the use of the Waze
Upload Tools and Waze API ("Waze Data") via the VTA/Waze License; and
J. WHEREAS, subject to the terms of the VTA/Waze License, VTA desires to non -
exclusively sub -license use of the Waze Data Upload Tools, Waze API, and Waze
Data to Sublicensee.
K. NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions
set forth below and in the VTA/Waze License (which is incorporated into this
Agreement by this reference), the adequacy of which consideration is hereby
accepted and acknowledged, the Parties agree as follows:
1. Term. This Agreement will commence on the Effective Date and continue through to
January 31, 2025, unless otherwise earlier terminated pursuant to the terms and
conditions set forth herein.
2. No Costs. This is a no cost Agreement. Neither Party shall incur any costs from the
other or charge for anything related to this Agreement.
3. Data License.
3.1. Sub -License Grant to Sublicensee from VTA (via Google).
(a) Subject to the terms of this Agreement and to the terms of the VTA/Waze
License, VTA grants Sublicensee a royalty -free, non-exclusive license to
access and/or use Waze Data via the Waze API or any other Google service
to do the following:
(i) internally use the Waze API or other Google services provided to
Sublicensee to access Waze Data;
(ii) internally use Waze Data in Sublicensee traffic management
infrastructure and crisis response centers, solely to improve traffic
conditions; and
(iii) incorporate and distribute real-time Waze Data in a consumer -facing
traffic incident notification service that Sublicensee owns and controls.
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(b) Sub -License Restrictions.
(i) Sublicensee may only use the Waze API or Waze Data in the
geographical areas covered by the data Sublicensee uploaded or
provided to Waze via the Waze Upload Tools.
(ii) Sublicensee may only use the Waze API and/or Waze Data as long as
Sublicensee is licensing their data to Google pursuant to Section 3.2
below. Sublicensee will not, and will not permit a third party to do any
of the following, except with the express prior written consent of both
VTA and Google:
A. use the Waze APIs, Waze Data, or the Waze Upload Tools in any
manner not expressly authorized by this Agreement;
B. distribute or publish aggregated or historic Waze Data or any
analyses of the Waze Data; or
C. use Waze Data to create a product or service that performs the
same or similar function as the Waze service.
(iii) Sublicensee services that use the Waze Data must not, and must not
make it reasonably possible, for third parties (apart from Sublicensee
Google approved subcontractors) to
A. incorporate Waze Data into third -party products or services; or
B. use Waze Data for any commercial purpose.
(c) Sublicensee will be responsible and liable of its acts or omissions, including
but not limited to, the acts of its employees, subcontractors, affiliates, agents,
and professional advisors in relation to this Agreement.
3.2. License Grant to Google from Sublicensee.
(a) When data is uploaded via the Waze Upload Tools or actively provided by
Sublicensee to Google in any other way related to this Agreement,
Sublicensee will grant to Google a royalty -free, non-exclusive, worldwide
license to use the uploaded data in connection with Google products and
services for (1) the duration of the applicable intellectual property rights in
that data, or (2) the maximum period permitted by applicable law if (2) is
shorter than (1).
(b) Sublicensee represents and warrants that it has and will retain all necessary
rights to provide the above noted license to Google.
3.3. Sublicensing.
(a) Google may sublicense the license rights in Section 3.2 to (1) its affiliates;
and (2) users (to the extent necessary to permit them to use Google products
and services).
(b) Sublicensee is not permitted to sublicense the license rights in Section 3.1
or any other rights conveyed via this Agreement.
3.4. Attribution.
(a) If Sublicensee disseminates or makes any public announcement that
incorporates or utilizes Waze data, attribution must be provided to Waze in
accordance with the Waze Connected Citizens Attribution Guidelines, as
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updated from time to time at the sole discretion of Google and currently
available at
https:Hsites.google.com/site/wazeccpattributionguidelines/home.
(b) Any goodwill, rights, and benefits associated with the brand features owned
by Google shall inure solely to Google's benefit and Google will retain all
rights in those brand features.
3.5. Retention of Rights.
(a) Sublicensee retains all the rights in its uploaded data;
(b) VTA retains all the rights in its uploaded data; and
(c) Google retains all its rights in (1) Waze API, Waze Data, Waze Upload Tools,
and any other related Google service; (2) all Google products and services,
and (3) any content created, submitted, or used in connection with the
Google products and services, including (A) user -generated content (for
example, Waze user corrections to, or verifications of, your uploaded data);
and (S) Google -created content (for example, the Google quality control
team's corrections to your uploaded data).
3.6. No Other Restrictions. Nothing in this Agreement:
(a) requires that Sublicensee use the Waze Data;
(b) requires that Google use Sublicensee data;
(c) restricts Sublicensee from using content that it obtains from another source;
(d) restricts Sublicensee from exercising any rights it has at law (including under
the U.S. Copyright Act.)
4. Confidentiality; Publicity.
4.1. Definition. "Confidential Information". Confidential information refers to information
that is provided by one party to another via this Agreement, and that is marked as
confidential, or would normally be considered confidential information under the
circumstances.
(a) For the purposes of Section 4, the parties that may have exchanged
Confidential Information could be any one of Sublicensee, VTA, or Google.
(b) Confidential Information does not include information that is independently
developed by the recipient, is rightfully given to the recipient by a third party
without confidentiality obligations or becomes public through no fault of the
recipient.
4.2. Confidentiality Obligations. Subject to Section 4.3 (Public Records Exception),
the recipient of Confidential Information will not disclose it, except to affiliates,
employees, agents, or professional advisors ("Delegates") who need to know it and who
are legally required to keep it confidential. The recipient and its Delegates will use the
other party's Confidential Information only to exercise rights and fulfill their obligations
pursuant to this Agreement. The recipient may disclose Confidential Information when
required by law after giving reasonable notice to the discloser, if permitted by law to
provide such notice.
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4.3. Public Records Exception. California Public Records Act.
(a) Notice Requirement. If Sublicensee receives any request, made pursuant to
the California Public Records Act ("CPRA"), California Government Code
§6250 et seq. or any other applicable laws, requiring disclosure by public
entities, Sublicensee must notify VTA and Google within five (5) days of
receiving the request and provide the following information in writing: the
requester's identity, the requested records, and the legal deadline to disclose
the records.
(b) Disclosure of Public Records. Sublicensee may disclose the requested
records on the legal deadline for disclosure as required by the CPRA, or
other applicable law, but only if:
(i) Google and/or VTA does not obtain a court order enjoining the
disclosure;
(ii) Sublicensee reasonably determines that the requested records are not
exempt from disclosure; and
(iii) Sublicensee is otherwise legally required by an applicable public
records disclosure law to comply with the disclosure request.
4.4. Publicity. Subject to Section 4.3 Sublicensee, may not make any public statement
regarding the Connected Citizens Program without VTA's and Google's written approval,
except that Sublicensee, VTA, or Google may reference Sublicensee's and VTA's
participation in the Connected Citizens Program. Both Parties to this Agreement and
Google will endeavor to promptly review and respond to another Party's approval
requests.
5. Indemnity.
(a) Neither VTA nor any officer or employee thereof shall be responsible for any
damage or liability arising out of or relating to Sublicensee's, negligence,
recklessness, or willful misconduct under or in connection with any work,
authority orjurisdiction associated with the Agreement. In addition, pursuant
to Government Code §895.4, Sublicensee shall fully indemnify and hold VTA
harmless from any liability imposed for injury (as defined by Government
Code §810.8) arising out of or relating to Sublicensee's negligence,
recklessness, or willful misconduct under or in connection with any work,
authority or jurisdiction delegated to Sublicensee under this Agreement.
(b) Neither Sublicensee nor any officer or employee thereof shall be responsible
for any damage or liability arising out of or relating to VTA's negligence,
recklessness, or willful misconduct under or in connection with any work,
authority or jurisdiction associated with the Agreement. In addition, pursuant
to Government Code §895.4, VTA shall fully indemnify and hold Sublicensee
harmless from any liability imposed for injury (as defined by Government
Code §810.8) arising out of or relating to VTA's negligence, recklessness, or
willful misconduct under or in connection with any work, authority or
jurisdiction delegated to VTA under this Agreement.
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8.5. Amendment. Except as expressly provided herein, the provision of this Agreement
cannot be altered, modified, or amended except through the execution of a written
amendment, signed by both Parties.
8.6. Governing Law. Subject to Section 7.5 of the Waze Terms:
(a) the laws of the State of California will govern the terms of this Agreement,
as well as any claim that might arise between Sublicensee and VTA, without
regard to conflict of law provisions; and
(b) any lawsuit or legal action arising from this Contract shall be commenced
and prosecuted in the courts of Santa Clara County, California.
8.7. Communication. Sublicensee agrees to receive communications from Google in
connection with this Agreement via email, SMS, and other channels. Sublicensee may
choose to opt out of some of those communications.
8.8. Notices/Authorized Representative/Points of Contact.
(a) VTA:
(i) Authorized Representative: Scott Haywood
Email: Scott.Haywood@vta.org
(ii) Point of Contact: Eugene Maeda
Email: Eugene.Maeda@vta.org
(b) Sublicensee
(i) Authorized Representative: Carl Cahill
Email: ccahill@losaltoshills.ca.gov
(ii) Point of Contact: Nichol Bowersox
Email: nbowersox@losaltoshills.ca.gov
(c) Google: Google will supply contact information directly to Sublicensee
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_....... ........_._..........._..._......_.._....._.._..._._._.. __...................
IN WITNESS WHEREOF, this Agreement is executed by SUBLICENSEE and VTA.
SUBLICENSEE
TOWN OF LOS ALTOS HILLS
By:
Link I
[Authorized -Representative]
Name:
Carl Cahill
Title:
City Manager
Date: "20 O'D
APPROVED AS TO FORM:
Name:
Steve Mattas
Title:
City Attorney
VTA
SANTA CLARA VALLEY
TRANSPORTATION AUTHORITY
M
[Authorized Representative]
Scott Haywood
Deputy Director, Transit Planning &
Capital Development
Date:
APPROVED AS TO FORM:
Uzma Saeed
Assistant Counsel