Motivate International Inc. (“Motivate”) operates Portland’s BIKETOWN bicycle sharing service. Motivate is committed to supporting bicycling as an alternative transportation option. As part of that commitment, Motivate makes certain BIKETOWN system data (“Data”) available to the public, subject to the terms and conditions of this License Agreement (“Agreement”). By accessing or using any of the Data, you agree to all of the terms and conditions of this Agreement.
1. License. Motivate hereby grants to you a non-exclusive, royalty-free, limited, perpetual license to access, reproduce, analyze, copy, modify, distribute in your product or service and use the Data for any lawful purpose (“License”).
2. Prohibited Conduct. The License does not authorize you to do, and you will not do or assist others in doing, any of the following:
- Use the Data in any unlawful manner or for any unlawful purpose;
- Host, stream, publish, distribute, sublicense, or sell the Data as a stand-alone dataset; provided, however, you may include the Data as source material, as applicable, in analyses, reports, or studies published or distributed for non-commercial purposes;
- Access the Data by means other than the interface Motivate provides or authorizes for that purpose;
- Circumvent any access restrictions relating to the Data;
- Use data mining or other extraction methods in connection with Motivate’s website or the Data;
- Attempt to correlate the Data with names, addresses, or other information of customers or Members of Motivate; and
- State or imply that you are affiliated, approved, endorsed, or sponsored by Motivate.
- Use or authorize others to use, without the written permission of the applicable owners, the trademarks or trade names of Motivate International Inc. or Nike, Inc., sponsor of the BIKETOWN service. These marks include, but are not limited to BIKETOWN, and the BIKETOWN logo, which are owned by Nike, Inc.
3. No Warranty. THE DATA IS PROVIDED “AS IS,” AS AVAILABLE (AT MOTIVATE’S SOLE DISCRETION) AND AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PROVIDED BY LAW MOTIVATE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MOTIVATE FURTHER DISCLAIMS ANY WARRANTY THAT THE DATA WILL MEET YOUR NEEDS OR WILL BE OR CONTINUE TO BE AVAILABLE, COMPLETE, ACCURATE, TIMELY, SECURE, OR ERROR FREE.
4. Limitation of Liability and Covenant Not to Sue. Motivate, its parent, affiliates and sponsors, and their respective directors, officers, employees, or agents will not be liable to you or anyone else for any loss or damage, including any direct, indirect, incidental, and consequential damages, whether foreseeable or not, based on any theory of liability, resulting in whole or in part from your access to or use of the Data. You will not bring any claim for damages against any of those persons or entities in any court or otherwise arising out of or relating to this Agreement, the Data, or your use of the Data. In any event, if you were to bring and prevail on such a claim, your maximum recovery is limited to $100 in the aggregate even if you or they had been advised of the possibility of liability exceeding that amount.
5. Ownership and Provision of Data. Motivate and the City of Portland own all right, title, and interest in the Data. Motivate may modify or cease providing any or all of the Data at any time, without notice, in its sole discretion.
6. No Waiver. Nothing in this Agreement is or implies a waiver of any rights Motivate or the City of Portland has in the Data or in any copyrights, patents, or trademarks owned or licensed by Motivate, its parent, affiliates or sponsors.
7. Termination of Agreement. Motivate may terminate this Agreement at any time and for any reason in its sole discretion. Termination will be effective upon Motivate’s transmission of written notice to you at the email address you provided to Motivate in connection with this or by Motivate’s announcement on its website (currently www.biketownpdx.com) that it is revoking all licenses. Sections 2–6 and 9–10 will survive termination.
8. Contact. Questions relating to this Agreement, including requests for permission to use trademarks and trade names, should be sent to firstname.lastname@example.org.
9. Applicable Law and Forum. This Agreement is governed by the laws of the State of New York, without regard to conflicts of law principles. Any dispute arising under or relating to this Agreement will be brought only in a court of competent jurisdiction sitting in New York City, New York.
10. Entire Agreement. This Agreement is the complete and exclusive agreement and understanding between Motivate and you with respect to its subject matter and supersedes all prior or contemporaneous oral or written agreements or understandings relating to the subject matter.