CITY OF PALO ALTO, CALIFORNIA
Open Data Terms and Conditions of Use
Dated: August 1, 2012
The City of Palo Alto, California (the “City”) will make a variety of publicly available datasets (the “Data”), which are provided for informational purposes only and made available for download through the City of Palo Alto, California website (www.cityofpaloalto.org). The City grants any interested user (the “User”) access to and use of the Data subject to the City’s Open Data Terms and Conditions of Use (the “Terms”) and applicable laws. The Terms, constituting a binding agreement between the City and the User, govern and control the User’s right to access and use the Data, including any Derivative Work.
B. ACCEPTANCE OF TERMS BY USER
The User must accept and agree to the Terms in order to access and use the Data. The User accepts and agrees to the Terms by the act of viewing, machine-consuming, or downloading and using the Data, which signifies the User’s express or implicit acceptance of the Terms at that point in time.
The User represents that he/she has the legal capacity and authority to accept the Terms. If the User accepts the Terms on behalf of a third party (for example, another individual, an employer, or entity), the User represents and warrants that he/she has the legal capacity and due authority to act on behalf of the third party and obligate the third party and himself/herself to comply with the Terms.
The User acknowledges and agrees that there may be additional terms and conditions that are embedded or other stated in any file, containing the Data, or on the page from which the Data is accessed, which the User accesses and uses; those terms and conditions will be considered a part of the Terms, as they are deemed incorporated in the Terms.
“Data” refers to the final versions of factual and/or statistical information that are (a) in alphanumeric form that can be digitally transmitted or processed, (b) created or maintained by the City in the ordinary course and scope of conduct of the City’s business, and (c) available for download through the City’s website. “Data” excludes information which the City may not publicly disclose without complying with applicable laws, even though the User may gain access to and use that information.
“Derivative Work” refers to any work that is based in any manner or to any extent upon the Data, including, without limitation, any work that uses the Data in a modified form.
“User” means the individual who downloads and uses the Data, including the Derivative Work.
D. CITY’S INTELLECTUAL PROPERTY RIGHT(S) NOT AFFECTED
If the City claims or seeks to protect any patent, copyright, or other intellectual property right(s) in the Data, including the Derivative Work, the City’s website will call attention to (a) the City’s or a third party’s property right(s) in the Data, including the Derivative Work, and (b) the City’s file(s), containing the Data, including the Derivative Work, on the page, from which the Data, including the Derivative Work, may be accessed. The Terms do not grant to the User any right, title or interest in or to any patent, copyright, or intellectual property right(s) that the City and/or any third party may have in the Data, including the Derivative Work.
E. WARRANTY DISCLAIMER
The Data, including the Derivative Work, may contain statistical or factual information that the City and/or any third party has/have compiled and processed.
The User acknowledges, understands and agrees that the information in the Data, including the Derivative Work, may be subject to error and thus may not be relied upon by the User without the User’s independent verification and/or website inspection. The User uses the Data, including the Derivative Work, at his/her sole cost, expense and risk.
The City does not represent or warrant that the information contained in the Data, including the Derivate Work, are accurate, complete, correct or true.
The City disclaims any financial, legal or other responsibility or liability for any defect, deficiency, inaccuracy or incompleteness in or of the Data, including the Derivative Work, which the User downloads and uses.
The Data, including the Derivative Work, are made available on an “as is” and “as available” basis without any express or implied warranty, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
The right of the User to access and use the Data, including the Derivative Work, does not create any right or warranty that is not expressly stated in the Terms.
F. LIMITATION OF LIABILITY
The City, its officials, officers, and employees will not be liable for any direct, indirect, incidental, consequential or special damages (including, without limitation, loss of use, time or data, inconvenience, commercial loss, lost profits or savings, or the cost of computer equipment and software), to the full extent that liability may be disclaimed by law, or for any third party claim against the User.
The City, its officials, officers, and employees will not be responsible for any claim, including any claim by a third party, for any liability, loss or damage that may arise in connection with any erroneous information contained in the Data, including the Derivative Work.
To the full extent permitted by law, the User will indemnify, defend at his/her sole cost and expense, and hold harmless the City, its officials, officers, and employees from and against any claim, injury, liability, loss or damage of any kind, nature and description (including, without limitation, incidental and consequential damages, court cost, attorney’s fees and costs of investigation), that may arise, directly or indirectly, in whole or in part, from the User’s download of and use of the Data, including the Derivative Work. The User’s obligation to indemnify, defend and hold harmless the City arises, even if the claim may be groundless, false or fraudulent; the obligation will arise at the time the City tenders the claim to the User and continues at all times thereafter.
H. MISCELLANEOUS PROVISIONS
The Terms represent the entire understanding and agreement regarding the User’s access and use of the Data, including the Derivative Work.
The Terms are governed by and interpreted by the laws of the State of California without regard to any of its conflict of laws provisions.
Any dispute regarding the Terms will be resolved and settled by informal mediation or, if mediation should fail, by litigation. Any action at law or in equity will be commenced in a federal or state court located in the County of Santa Clara, California; the User and the City consent to the venue and jurisdiction of such courts when the User expressly or impliedly accepts the Terms.
The City may modify the Terms at any time and post notice of the Terms’ modification(s) to the City’s website; the modification(s) will take effect immediately upon posting.
The waiver of any default or breach will not constitute a waiver of any other right under the Terms or of any subsequent breach or default. If the City does not exercise or enforce any legal right or remedy described in the Terms or available to the City by applicable law, the City’s inaction will not be considered a formal waiver of the City’s rights. The City’s waiver of any of the Terms will be effective only if the waiver is made, in writing, and signed by the City’s duly authorized representative.
If any of the Terms is determined to be invalid by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect.