City of Boston Data License Agreement
This Licensing Agreement is made between the City of Boston (hereinafter referred to as the "City") and the data user (hereinafter referred to as the "Licensed User") who has acknowledged acceptance of this License Agreement by downloading data.
Whereas the City has the right to license the use of all City developed and collected data (hereinafter referred to as the "Data"); and
Whereas the Licensed User desires use of this Data;
Whereas the City desires to allow the Licensed User limited use of the Data under the terms and conditions of this Agreement;
Whereas the use of the described Data by the Licensed User indicates acceptance of the terms and conditions listed below;
Now, therefore, in consideration of this mutual agreement, the receipt and sufficiency of which are acknowledged by the Licensed User, the parties agree to the following terms and conditions:
Terms and Conditions
1. License. Subject to the terms of this agreement, the City grants to the Licensed User, and the Licensed User accepts, a non sub-licensable, non-assignable, non-transferable, non-exclusive license to use the Data. No ownership interest in the Data is bestowed to the Licensed User pursuant to this Agreement. The License shall be automatically voided and terminated without notice to Licensed User if Licensed User violates the terms of this Agreement.
2. Restrictions on Use. The Licensed User shall:
a.) not assign this agreement or transfer, sell, lease, distribute, market, export or grant a sublease of Data or the license contained herein to any person;
b.) take all reasonable precautions to prevent unauthorized third parties or persons from accessing or using Data in a way that would constitute a breach of this agreement including, without limitation, such precautions as Licensed User would take to protect its own proprietary software, hardware or information; and
c.) not utilize the Data for any purpose or project other than the permitted use(s) as set forth in this agreement.
3. Permitted Uses. Licensed User is granted a nonexclusive right to have and use the City's data provided the Licensed User shall comply with all of the terms and conditions of this License. Licensed User may use the City's Data in the form provided by the City for User's own internal business or organizational purposes and for no other purpose. The Licensed user may modify any Data or merge any Data into other databases for Licensed User's own use. Licensed User may have and use Data on a corporate-wide basis and may use the Data on an unlimited number of Licensed User sites, provided that access to the City's data is restricted from use by non-Licensed parties or individuals.
4. Third Party User. A third party user is granted a limited, nonexclusive right to have and use the Data solely to assist the Licensed User's business needs and for no other purpose. The City shall be notified by the Licensed User of any and all Third Party Users of Data. No third party shall be a beneficiary of any provision of this Agreement. However, the terms of this Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. The Licensed User shall indemnify and defend The City against claims made by any Third Party User or any third party for damages of any kind, including attorneys fees and costs of defending any suits brought by any parties arising from or relating to the use of the Data.
5. Data Credit. The Licensed User agrees to list City of Boston as the source for the Data on all products (including maps, reports, displays, applications) where the Data is used.
6. WARRANTY AND DISCLAIMERS. THE CITY GIVES NO EXPRESSED OR IMPLIED WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, WITH RESPECT TO THE DATA, THE DATA'S CONTENT, ACCURACY, CURRENCY OR COMPLETENESS, OR CONCERNING THE RESULTS TO BE OBTAINED FROM QUERIES OR USE OF THE DATA, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE. ALL DATA IS EXPRESSLY PROVIDED AS IS AND WITH ALL FAULTS. THE LICENSED USER IS RESPONSIBLE FOR ENSURING THE ACCURACY, CURRENCY AND OTHER QUALITIES OF ALL PRODUCTS (INCLUDING MAPS, REPORTS, DISPLAYS AND ANALYSIS) PRODUCED FROM OR IN CONNECTION WITH THE DATA AND ASSUMES ALL RISKS AS TO THE RESULTS AND PERFORMANCE OF THE DATA. THE LICENSED USER SHALL HAVE NO REMEDY AGAINST THE CITY IF THE DATA PROVIDED IS DEFECTIVE IN ANY WAY, INCLUDING BUT NOT LIMITED TO THE RECOVERY OF CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, PUNITIVE DAMAGES, OR ANY OTHER DAMAGES CLAIMED TO BE SUFFERED BY THE USER OR ANY THIRD PARTY AS A RESULT OF USE OF THE DATA. THIS SECTION SURVIVES THE TERMINATION OF THIS AGREEMENT.
7. Hardware and Software. The Licensed User, at its own expense, shall provide all necessary hardware, software and equipment needed to access and use the Data.
8. Ownership of Intellectual Property. The Licensed User acknowledges that it has no intellectual property rights or proprietary interests in the Data, or in any modification or derived work or work in progress relating to the Data, including without limitation any written materials, logos, trademarks, trade names, copyrights, patent applications, patents, know-how, trade secrets or moral rights. Nothing in this agreement shall be deemed to constitute a partnership or joint venture between the parties.
9. Termination and Data Retention. The Licensed User has no term limits on the use of Data. Without limiting other remedies available in law or equity, the City may terminate this Agreement at any time, with or without cause. Upon termination, all copies of the Data shall be returned to the City and no copies shall be retained by the Licensed User. Third party user's rights to the Data shall terminate at such time the third party user has completed work, requiring the Data, for the Licensed User. Upon termination, the Third Party User shall return all copies of the Data to the Licensed User and no copies shall be retained by the Third Party User.
10. License Modification. The City also retains the right to modify this license agreement periodically as needed at its sole discretion. The City shall notify the Licensed User about pending license modifications and Licensed User shall be deemed to have accepted the terms of the modified license if they continue to use the Data.
11. Remedies. In the event of a breach or threatened breach of this Agreement by the Licensed User or any employee, representative or agent of the Licensed User, the City shall be entitled to injunctive relief to enforce this Agreement. The City may also pursue other remedies, at law or in equity, all of which shall be cumulative. The parties agree that for any action brought pursuant to or to enforce any provision of this Agreement, to the extent not otherwise prohibited by law, jurisdiction and venue shall be solely in the state courts in City of Boston, Massachusetts, and the prevailing party will, in addition to any other remedies, be entitled to recover its actual costs, including, without limitation, actual reasonable attorney's fees and other legal expenses incurred to bring, maintain or defend any such action from its first accrual or notice thereof through any appellate proceedings and collection proceedings.
12. Interpretation. This is the entire agreement between the parties to it. No oral or written, prior or contemporaneous agreement shall have any effect, nor shall any subsequent agreements have any force or effect unless made in writing and signed by both parties. This Agreement was made in and shall be interpreted and performed pursuant to the laws of the State of Massachusetts.
13. Amendment. This Agreement shall not be changed, amended or modified without the prior written approval of the City.