Overview of Googles Connected Citizens Program and

Traffic Data Cross License Terms and Conditions

Google Inc. (Google) has launched the Connected Citizens Program, a global initiative to improve
traffic conditions and transportation infrastructures by facilitating a traffic-related data exchange between
Google and United States government or state or local agencies that collect traffic data (CCP Members).
Google will enable approved CCP Members to join the Connected Citizens Program.
CCP Members will define the geographic parameters of the United States areas where the CCP Member
collects traffic data, and Google will determine the corresponding bounding box coordinates for such areas
(the Territory). Google will provide CCP Members with a live feed of the traffic data collected in the
Territory by its traffic and navigation service known as Waze (Waze), and CCP Members will provide
Google with a live feed of the CCP Members traffic data. Googles online Traffic Data Cross License Terms
and Conditions (Terms and Conditions) details the license terms and permitted uses of the parties traffic
data.

Your relationship with Google

Your participation in the Connected Citizens Program as a CCP Member is subject to the terms of a legal
agreement between you and Google.
That legal agreements terms and conditions are below. It is important that you take the time to read these
terms and conditions carefully. You should print or save a copy of the terms and conditions for your records.

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Terms and Conditions (the Agreement)

1

Definitions

1.1

In this Agreement, the following definitions apply. In addition, all terms in quotation marks in the
above overview are defined terms in this Agreement.
(a)

Confidential Information means information that one party (or an affiliate) discloses to the
other party under this Agreement, and that is marked as confidential or would normally be
considered confidential information under the circumstances. It 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.

(b)

Data means Waze Data or Government Agency Data, as applicable.

(c)

Government Agency Data means the content categories checked in the Interest Form and
any other content provided by Government Agency to Google in connection with this
Agreement using the following delivery mechanisms: XML/JSON/KML data feed, an upload
through a Google-specified webpage or Waze Tool, Google form, email or any other mutually
agreed delivery method.

(d)

Government Agency Traffic Service means a Government Agency-owned and controlled

consumer-facing traffic incident notification service (for example, a 511 service).

(e)

Intellectual Property Rights means all patent rights, copyrights, moral rights, trademarks,
design rights, database rights, domain name rights, rights relating to confidential information
(including trade secrets), and any other intellectual property rights (registered or unregistered)
throughout the world.

(f)

Interest Form means the Data Exchange Interest Form above that Government Agency
completed before viewing these Terms and Conditions.

(g)

Public Records Act means a law or regulation that requires government agencies to
disclose records to the public.

(h)

Public Records Request means a third partys request to disclose all or part of the Google
Confidential Information, Waze API, Waze Data, or Waze Tools under a Public Records Act.

(i)

Users means users of Google products and services, including users of Waze.

(j)

Waze API means a web-based, password-protected, application-programming interface that

gives Government Agency access to Waze Data.

(k)

Waze Brand Features means Googles Waze-related trade names, trademarks, service
marks, logos, domain names, and other distinctive brand features.

(l)

Waze Data means the traffic-related data in the Territory provided by Google to Government
Agency under this Agreement through a Waze API or Waze Tool.

(m) Waze Tool means any tool (except the Waze API) provided by Google to Government
Agency under this Agreement that enables Government Agency to (i) access or receive Waze

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Data (for example, a traffic view tool or Waze livemap embed code), or (ii) provide Government
Agency Data to Google (for example, mapmaker privileges).
1.2

In this Agreement, (a) including means including but not limited to, and (b) examples are
illustrative and not the sole examples of a particular concept.

Membership in the Connected Citizens Program Background Checks

2.1

Membership.
(a) Government Agency must be a member in good standing of the Connected Citizens Program
in order to provide and receive Data under this Agreement.
(b) To be a member in good standing of the Connected Citizens Program, Government Agency
must at all times fulfill the criteria at http://www.waze.com/ccp (or such other URL as
Google may designate).
(c) If Government Agency ceases to be a member in good standing of the Connected Citizens
Program, Section 10.2 (Termination) will apply.

2.2

Background Checks. Google may conduct background checks on Government Agency as may be
reasonably required to ensure that Government Agency is a United States government or state or
local agency. Government Agency will provide reasonable assistance to Google in connection with
such checks. Government Agency will notify Google of any change of status. Based on such
background check or change in status, Google may in its sole discretion, terminate this Agreement.

Government Agency Data

3.1

License Grant. Subject to the terms of this Agreement, Government Agency grants to Google a
non-exclusive, royalty-free, non-sublicenseable (except under Section 3.2 (Sublicensing)),
non-transferable license to use the Government Agency Data (in whole or in part) in Google
products and services for (a) the duration of the applicable Intellectual Property Rights or (b) the
maximum period permitted by applicable law if (b) is shorter than (a).

3.2

Sublicensing. Subject to the terms of this Agreement, Google may sublicense the license rights in
Section 3.1 (License Grant) to (a) Users (only to the extent necessary to permit them to use Google
products and services), and (b) its affiliates.

3.3

Retention of Rights. As between the parties, Government Agency retains all rights in the
Government Agency Data.

3.4

No Other Restrictions. Nothing in this Agreement:

(a)

requires Google to use any Government Agency Data in Google products or services

(b)

restricts Google from using content it obtains elsewhere or

(c)

restricts Google from exercising any rights it has at law (including under the U.S. Copyright
Act).

Waze Data and Waze Tools

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4.1

4.2

License Grant. Subject to the terms of this Agreement, Google grants to Government Agency a
non-exclusive, royalty-free, non-sublicenseable, non-transferable license to do the following during
the Agreement term:
(a)

internally use Waze Data in Government Agencys traffic management infrastructure and crisis
response centers (for example, to facilitate real-time incident responses and traffic management),
solely to improve traffic conditions in the Territory and

(b)

incorporate and distribute the Waze Data in the Government Agency Traffic Service(s), only on
a real-time basis (for example, Government Agency will only display Waze Data if it is
concurrently displayed on Waze) and

(c)

use the Waze Tools only as expressly authorized by Google and in accordance with this
Agreement and any applicable terms of use, policies or guidelines Google makes available to
Government Agency in connection with the Waze Tools.

License Restrictions.
(a) Government Agency will not, and will not knowingly enable a third party to do any of the following,
except with Googles express prior written consent:
(i)

use the Waze API, Waze Data, or Waze Tools in any manner or for any purpose not
expressly authorized by this Agreement

(ii)

distribute or publish aggregated or historic Waze Data (including through the Government
Agency Traffic Services), or any information pertaining to Government Agencys analyses
of Waze Data

(iii)

use Waze Data to create a product or service that performs the same or similar functions
as Waze or

(iv)

extract, aggregate, or index the Waze Data; and

(b) t h e Government Agency Traffic Services:

(i)

will be offered to all end users in the Territory at no cost

(ii)

will not offer turn-by-turn navigation and

(iii)

will not knowingly enable or make it reasonably possible for, third parties to:
(x)

incorporate Waze Data in those third parties products or services or

(y)

use Waze Data for any commercial purpose.

(c) If Government Agency becomes aware of third parties engaging in the activities described in
this Section 4.2 (License Restrictions), Government Agency will immediately notify and
reasonably cooperate with Google to stop such activities (including by suspending or
terminating the use of W aze Data in the Government Agency Traffic Services if Google
determines that the abuse cannot reasonably be prevented).

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4.3

Subcontracting. Government Agency may use subcontractors in performing its obligations and
exercising its rights under this Agreement, but only if Government Agency contractually binds those
parties to the same obligations as Government Agency under this Agreement. Government Agency
will remain liable for all subcontracted obligations and all of its subcontractors acts or omissions.

4.4

Retention of Rights. As between the parties, Google retains all rights in Waze Data, all Google
products and services, and 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, Government Agency Data) and (b) Google-created content (for example, the
Google quality control teams corrections to Government Agency Data).

Additional Obligations

5.1

Data. During the term of this Agreement, each party will:

(a) use reasonable care and skill to create, collect, or license the Data for the other party's use in
accordance with this Agreement and
(b) maintain an infrastructure capable of delivering road closure and real-time incident data to the
other party, in a mutually agreeable manner.

5.2

Waze Attribution. Government Agency will provide attribution to Waze in accordance with the
attribution guidelines set forth at https://sites.google.com/site/wazeccpattributionguidelines/home .

5.3

Press Releases. Subject to Section 5.4 (PR Approval):

(a) Government Agency will issue a press release within three months of the Effective Date,
stating that it has partnered with Waze to improve traffic in the Territory and
(b) during this Agreements term, the parties may mutually agree to make public service
announcements, issue press releases, and engage in other public awareness activities to
improve traffic in the Territory, subject to Section 9.3 (Publicity).

5.4

PR Approval. Government Agency will submit to Google all proposed press releases and public
materials regarding Waze prior to publication so that Google can review the content for accuracy.
Google will use commercially reasonable efforts to review and approve all such materials on a
timely basis.

Waze Brand Features License

6.1

Grant. Subject to the terms of this Agreement, Google grants Government Agency a non-exclusive,
non-transferable, non-sublicenseable, royalty-free license to use the Waze Brand Features during
the Agreement term, solely in the Territory, and solely for Government Agency to fulfill its obligations
under Section 5.2 (Waze Attribution) and Section 5.3 (Press Releases).

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6.2

Restrictions.
(a) Government Agency must obtain Googles prior written approval for each use of the Waze
Brand Features licensed in Section 6.1 (Grant). Government Agency must comply with the
brand guidelines provided by Google whenever it uses the Waze Brand Features. Government
Agency will only use the Waze Brand Features in the form Google makes available to Government
Agency.
(b) Government Agency will not combine the Waze Brand Features with any other word or mark.
(c) Government Agency will not use the Waze Brand Features in a way that suggests that Google
endorses the Government Agency Traffic Service or any other Government Agency product or
service.

6.3

Proprietary Rights. All goodwill, rights, and benefits in the Waze Brand Features will inure solely to
the benefit of Google. Google retains all rights in the Waze Brand Features, and Government
Agency will not challenge Googles rights in the Waze Brand Features.

Representations and Warranties

7.1

By Both Parties. Each party represents and warrants that:

(a) it has full power and authority to enter into this Agreement and
(b) the Data is of substantially similar quality and scope of coverage as equivalent content that it
licenses to other similarly situated parties for similar purposes in the Territory.

7.2

Disclaimers. THE PARTIES ONLY REPRESENTATIONS AND WARRANTIES UNDER THIS

AGREEMENT ARE EXPRESSLY SET OUT IN THIS SECTION 7 (REPRESENTATIONS AND
WARRANTIES). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND
SUBJECT TO SECTION 8.3 (EXCEPTIONS TO LIMITATIONS), (A) THE PARTIES DISCLAIM
AND EXCLUDE ALL OTHER REPRESENTATIONS AND WARRANTIES (EXPRESS OR
IMPLIED), INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND (B) GOOGLE DOES NOT
WARRANT THAT THE OPERATION OF THE WAZE API OR WAZE TOOLS WILL BE
ERROR-FREE OR UNINTERRUPTED.

Limitations of Liability

8.1

Liability. IN THIS SECTION 8 (LIMITATIONS OF LIABILITY), LIABILITY MEANS ANY LIABILITY,

WHETHER UNDER CONTRACT, TORT, OR OTHERWISE, INCLUDING FOR NEGLIGENCE.

8.2

Limitations. SUBJECT TO SECTION 8.3 (EXCEPTIONS TO LIMITATIONS):

(a)

NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THIS
AGREEMENT FOR:
(i)

THE OTHER PARTYS LOST REVENUES

(ii)

EXEMPLARY OR PUNITIVE DAMAGES OR

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(iii)

(b)

8.3

ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL LOSSES (WHETHER

OR NOT FORESEEABLE OR CONTEMPLATED BY THE PARTIES AT THE
EFFECTIVE DATE) AND

EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS

AGREEMENT IS LIMITED US$10,000.

Exceptions to Limitations. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS EITHER

PARTYS LIABILITY FOR:
(a)
(b)
(c)
(d)
(e)

DEATH OR PERSONAL INJURY RESULTING FROM ITS NEGLIGENCE OR THE

NEGLIGENCE OF ITS EMPLOYEES OR AGENTS
FRAUD OR FRAUDULENT MISREPRESENTATION
BREACH OF SECTION 9 (CONFIDENTIALITY PUBLICITY)
VIOLATION OF THE OTHER PARTYS INTELLECTUAL PROPERTY RIGHTS OR
MATTERS FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER
APPLICABLE LAW.

Confidentiality Publicity

9.1

Confidentiality. The recipient will not disclose the disclosers Confidential Information, except to
affiliates, employees, agents or professional advisors who need to know it and who have agreed in
writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The
recipient will ensure that those people and entities use the Confidential Information only to exercise
rights and fulfill obligations under this Agreement, and that they keep it confidential. Subject to
Section 9.2 (Public Records Exception), the recipient may also disclose Confidential Information
when required by law after giving reasonable notice to the discloser, if permitted by law.

9.2

Public Records Exception.

(a) Notice Requirement. If Government Agency receives a Public Records Request, Government
Agency will promptly (and in any event within five days) provide to Google a written notice
specifying the details of the Public Records Request, including the requesters identity, the
requested records, and the legal deadline to disclose the records.
(b) Disclosure of Public Records. Government Agency may disclose the requested records on the
legal deadline for disclosure as required by the applicable Public Records Act, but only if: (i)
Google does not obtain a court order enjoining the disclosure, (ii) Government Agency
reasonably determines that the requested records are not exempt from disclosure, and (iii)
Government Agency is otherwise legally required by an applicable Public Records Act to
comply with the Public Records Request.

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9.3

Publicity. Neither party may make any public statement regarding this Agreement without the others
prior written approval, except that both parties may publicly reference Government Agencys
participation in the Connected Citizens Program, and the Agreement may be discussed by the County
Board and County staff during public meetings.

10

Term and Termination

10.1

Agreement Term. This Agreement will start on the Effective Date and continue until terminated by
either party in accordance with Section 10.2 (Termination).

10.2

Termination.
(a) For Cause. Either party may terminate this Agreement immediately on written notice if the other
party:
(i)

is in material breach of this Agreement and fails to cure that breach within 30 days after
receiving written notice from the first party identifying the breach or

(ii)

is unable to meet its obligations under this Agreement for more than 30 days due to force
majeure.

(b) For Convenience. Either party may terminate this Agreement at any time on 60 days written
notice to the other party.
(c) For Adverse Impact. If Google has a reasonable, good faith belief that Government Agencys
receipt or use of the Waze Data may have an adverse impact on Google (for example,
Government Agency intends to make the Waze API publicly available under a Public Records
Act), Google may notify Government Agency and request remedial action. If Government
Agency has failed to remedy its use of the Waze Data within 10 days of Googles notice, or if
the adverse impact is incapable of remedy, Google may terminate this Agreement immediately
on written notice to Government Agency.
(d) If Government Agency Ceases to be a Member of the Connected Citizens Program. Google
will have the right to immediately terminate this Agreement if Government Agency ceases to be a
member in good standing of the Connected Citizens Program according to the terms and
conditions at the http://www.Waze.com/ccp or such other URL as Google may designate from
time to time.
10.3

Effects of Termination. On expiration or termination of this Agreement for any reason (contractual or
otherwise):
(a) each party will stop providing Data to the other party
(b) Government Agency will cease using the Waze API, Waze Data, and Waze Tools and
(c) Section 3 (Government Agency Data), and Sections 7 (Representations and Warranties)
through 11 (General) of this Agreement (and any other Sections that under their terms or by
implication ought to survive) will survive.

11

General

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11.1

Notices. All notices to Google of termination or breach must be in writing and addressed to
legal-notices@google.com. All other notices by either party under this Agreement must be in writing
and addressed to the other partys primary contact, which for Google is CCP@google.com, and for
Government Agency, is the primary contact that Government Agency specified on the Interest Form.
Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic
log (as applicable).

11.2

No Fees. No fees or other payments apply under this Agreement.

11.3

Affiliates, Consultants, and Contractors. Google may use its affiliates, consultants, and contractors
in connection with the performance of its obligations and exercise of its rights under this Agreement,
provided that those parties are subject to the same obligations as Google.

11.4

Assignment. Neither party may assign any part of this Agreement without the written consent of the
other, except to an affiliate where: (a) the assignee has agreed in writing to be bound by the terms
of this Agreement (b) the assigning party remains liable for obligations under the Agreement if the
assignee defaults on them and (c) the assigning party has notified the other party of the
assignment. Any other attempt to assign is void.

11.5

Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by
circumstances beyond its reasonable control.

11.6

No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying
the exercise of) any rights under this Agreement.

11.7

No Agency. This Agreement does not create any agency, partnership, or joint venture between the
parties.

11.8

No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it
expressly states that it does.

11.9

Counterparts. The parties may execute this Agreement in counterparts, including facsimile, PDF,
and other electronic copies, which taken together will constitute one instrument.

11.10

Amendments. Any amendment must be in writing, signed by both parties, and expressly state that it
is amending this Agreement.

11.11

Entire Agreement. This Agreement, along with any hyperlinked documents or other documents
incorporated by reference in this Agreement (the Linked Documents), constitutes the parties
entire agreement relating to its subject and supersedes any prior or contemporaneous agreements
on that subject. If there is any conflict between the terms of this Agreement and the Linked
Documents, the terms of this Agreement will govern.

11.12

Severability. If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the
rest of the Agreement will remain in effect.

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