Thank you for registering to receive Metro’s (“Metro’s”) Developer website services (the “Services” as further defined below). Use of the Services is governed by these Terms and Conditions and the Web Services Developer Guidelines.

By using the Services you (“You” or where applicable “Your”) agree to be bound by these Terms and Conditions and the Web Services Developer Guidelines that are hereby incorporated.

Metro may at any time revise these Terms and Conditions without notice. It is up to You to regularly review the Terms and Conditions, which will be available at this URL, in case there are any changes. Your continued use of the Services after a change has been made to the Terms and Conditions will be treated as Your acceptance of that change.

DEFINITIONS

“Services” means the provision by Metro to You of the Transport Information feeds that You have opted to receive pursuant to the registration form;

“Transport Information” means the transport information made available on the Metro Developer website.

“Your Website” means the root URL of the website which You provided us with on registration.

PERMITTED USE OF THE SERVICES

1.1    The rights granted to You hereunder are limited to accessing and displaying or otherwise making available the Transport Information for the purposes stated by You in Your registration. You shall not use the Transport Information for any other purposes whatsoever.

1.2    You may display the Transport Information provided in the Services in conjunction with other information You provide to end users.

YOUR OBLIGATIONS

2.1    You shall:

a     not use the Transport Information in any way that causes detriment to Metro or brings Metro into disrepute.
b     not change, tamper, dismantle, augment, misrepresent or otherwise modify the Transport Information.  You are authorized to reproduce the Transport Information accurately and only in the form provided by Metro.

c     not integrate Transport Information as part of any advertisement;
d     be responsible for and pay all costs related to the provision, maintenance, rental and use of all equipment and electronic and other links required for the receipt of the Services;
e     only display the Transport Information on the internet at the root URL, or a derivative of the root URL, of Your Website, or through media other than the Internet, provided that You notified Metro of Your intention to use these media in Your registration;
f      agree that access to and use of the Transport Information is subject to terms and conditions prohibiting unauthorized redistribution and publication and protecting Metro’s Intellectual Property Rights (as defined below);
g     comply with all applicable laws and regulatory requirements in relation to Your receipt and use of the Services; and
h     not represent Yourself as Metro or an agent or partner of Metro or make any representations, warranties or guarantees to third parties in respect of the Services.
i     acknowledge Metro as the provider of the Transport Information as set forth in the Web Services Developer Guidelines.  In no event shall You claim ownership of the Transport Information on Your website, web application or any other digital product.  You shall have no rights to reproduce or use the Metro trademark in connection with the Transport Information or the Services.
j     not make the transport information feeds available to any third parties.  You shall have no rights to assign, transfer or convey this Agreement to any third party.

2.2     You may combine the Transport Information with other data provided such combination does not infringe any third party Intellectual Property Right.

METRO RIGHTS

3.1    Metro may make changes, modifications or alterations to the Transport Information and such changes, modifications or alteration may affect Your use of the Transport Information, all without any liability or responsibility of Metro.  Metro will notify You of such alterations in advance by email, to the email address You provided to Metro on registration, and will allow You reasonable time to make such changes as are necessary for You to receive the updated Transport Information.

3.2    Metro reserves the right to suspend or terminate the Services as set forth below.

INTELLECTUAL PROPERTY RIGHTS

For the purposes of these Terms and Conditions, “Intellectual Property Rights” shall mean any patent, know-how, trade mark, or name, service mark, design right (in each case whether registered or unregistered), copyright, rights in passing off, database right, rights in commercial or technical information, any other rights in any invention, discovery or process and any other intellectual property rights, whether registered or unregistered and including applications for the grant of any such rights and all rights or forms or protection having equivalent or similar effect in each case in the United States and anywhere else in the world.

4.1    You acknowledge and agree that Metro owns all right, title and interest, including without limitation all Intellectual Property Rights, in and to the Services and Transport Information and that You shall not acquire any right, title, or interest in or to the Services and Transport Information.

4.2    Metro hereby grants You a non-transferable, non-exclusive, royalty-free license to use all the Intellectual Property Rights in the software associated with and necessary to obtain the Services and/or the Transport Information (the “Software”).  This license is granted for the sole purpose of obtaining the Services and/or the Transport Information as set forth herein.

4.3    You shall not disassemble, decompile or reverse engineer any portion of the Software.

TERM AND TERMINATION

5.1    These Terms and Conditions (as amended from time to time) shall apply from the date of Your acceptance and shall continue for the period the Services is provided.

5.2    Metro shall have the right in its sole discretion, to terminate these Terms and Conditions immediately if any of the information You provided on Your registration is found to be inaccurate or You are found to use the Services in a manner inconsistent with these Terms and Conditions.

5.3    If You have not used the Services for a 60 day period, You will be deemed to have terminated the Services and Metro will be authorized to deactivate Your key.  Once Metro has deactivated Your key, You will need to re-register to obtain the Services and the Transport Information.

5.4    Metro may change, suspend or discontinue all or any aspect of the Services or Transport Information, including its availability, at any time, and may suspend or terminate Your use of the Services at any time and for any reason.

5.5    Upon Termination of these Terms and Conditions for any reason, all rights granted under, or in connection with, these Terms and Conditions shall terminate, and You shall immediately remove the Transport Information and all references to it from Your website.

DISCLAIMER AND LIABILITY

6.1    Metro does not guarantee or represent that the Transport Information and/or the Services will always be accurate, complete or current or that access to the Services will be uninterrupted.

6.2    You acknowledge and agree that Metro nor any of its employees, officers, or agents makes any warranty, express or implied, with respect to the Transport Information nor with respect to its accuracy, sufficiency or completeness thereof, nor with respect to any of the software or other systems provided by Metro under this Agreement.   The Transport Information is provided on an “as is” and “with all faults” basis, with You bearing the entire risk as to quality and performance of the Transport Information.

6.3    Metro makes no representations or warranties that Transport Information will perform based on the 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 Services pursuant to this Agreement and/or any reliance which You may place upon the Services.

6.4    Metro makes no representations or warranties that the Transport Information will be suitable for the purposes for which it is permitted to be used under the terms of this Agreement.  THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF THE FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY WAIVED.

6.5    Metro 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 Services or any part of it.

6.6    You acknowledge and agree in no event shall Metro 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 Transport Information or inability to use the Transport Information irrespective of whether Metro 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    Metro shall under no circumstances, be liable for special, incidental, exemplary or consequential damages suffered by the Your use of the Transport Information; including, but not limited to, loss of profits, anticipated revenue, interest, loss of use, or other such claims arises from any causes whatsoever, whether or not such loss or damages is based on contract, warranty, tort including negligence indemnity or otherwise.

INDEMNITY

7.1    You shall defend, indemnify, and hold Metro and its employees, officers, and agents harmless from and against any and all liability and expense, including reasonable defense costs and legal fees, caused by Your use, possession, or dissemination of the Transport  Information made available from the Services.

PRIVACY

8.1 Metro’s Privacy Policy will apply to all personal information collected in connection with Your use of the Services.

MISCELLANEOUS

9.1    Failure by Metro to insist upon strict performance of any part of these Terms and Conditions, 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 and Conditions by Metro operate as a waiver of any of its terms. Any express waiver of any breach of these Terms and Conditions by Metro does not constitute a waiver of any subsequent breach of these Terms and Conditions. Waivers shall only be valid if recorded in writing and signed by the waivor.

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

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

9.4    Both parties agree that this Agreement shall be interpreted and enforced under the laws of the state of California and that venue and jurisdiction in any dispute shall be in Los Angeles County, California.

9.5    Entire Agreement: These Terms and Conditions, the Web Services Developer Guidelines and all documents referred to in them constitute the entire agreement between You and Metro and govern Your use of the Services, superceding any prior agreements between You and Metro.