COLORADO ASSOCIATION OF TRANSIT AGENCIES (“CASTA”)

TERMS OF USE

1. APPLICABILITY AND ACCEPTANCE OF TERMS OF USE (“TOU”).

1.1 Binding Agreement. CASTA AND ITS AFFILIATES ("CASTA") PROVIDE THIS WEBSITE TO YOU, YOUR EMPLOYEES, AGENTS, AND CONTRACTORS, AND ANY OTHER ENTITY ON WHOSE BEHALF YOU ACCEPT THIS TOU (COLLECTIVELY "YOU"), SUBJECT TO THIS TOU. THIS TOU IS ENTERED INTO BY AND BETWEEN CASTA AND YOU AND, IF APPLICABLE, YOUR EMPLOYER, AND YOU ACCEPT THEM BY: (a) USING THE WEBSITE OR ITS SERVICES, INCLUDING ANY DISCUSSION FORUM, OR IN ANY OTHER MANNER; (b) ACKNOWLEDGING AGREEMENT WITH THIS TOU. If You are using the Website on behalf of Your employer, You represent and warrant that You are authorized to accept this TOU on Your employer's behalf, and that Your employer agrees to indemnify You and CASTA for violations of this TOU. IF YOU DO NOT AGREE TO ALL OF THIS TOU, DO NOT USE THIS WEBSITE.

1.2 Website Scope. This website ("Website") includes without limitation:

(a) www.coloradotransit.com and any subdomains or other on-line services accessible via the Website such as restricted user discussion forums, instant or private messaging and the like (collectively the "Services");

(b) information such as technical, contractual, product, maintenance, safety, program, compliance and other valuable information ("Information"); and

(c) content such as data, text, charts, software, photographs, graphics, video, messages, recordings, or other materials ("Content").

1.3 Authorized Transit Users. This Website is intended for use only by Colorado transit agencies, direct transit providers, the associations that represent such entities, and their executive or managerial employees. By using this Website or its Services, you represent and warrant that you are such a user. All other individuals and entities are specifically prohibited from using this Website, including without limitation any suppliers, brokers or other third parties not actually involved in the direct provision of transit services. CASTA currently manually provides passwords to eligible persons but may in its sole and absolute discretion terminate or refuse to provide access to private or other sections of the Website to any person or entity.

2. YOUR OBLIGATIONS AND CONDUCT.

2.1 Account Information. In consideration of Your use of the Website, You agree to: (a) provide accurate, current, and complete information about You as may be prompted by a registration form on the Website or via telephone with a Website administrator (the "Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any information You provide to CASTA, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to information and Registration Data. You have sole responsibility for adequate protection and backup of data and/or equipment used in connection with the Website. You will be solely responsible for determining what information from Your profile should be treated is visible to others, and CASTA will not otherwise disclose Registration Data to third parties except as may be necessary to comply with reasonable requests from public authorities (e.g., grant sources).

2.2 Content Posting. You are entirely responsible for all Content that You upload, post or otherwise transmit via the Website. You agree not to upload, post or otherwise transmit via the Website Content that: (a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to CASTA or other users of the Website; (b) includes unauthorized disclosure of personal information; (c) violates or infringes anyone's intellectual property rights; or (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. CASTA reserves the right to edit or remove Content that violates this TOU, contains third-party commercial advertisements, or that CASTA deems inappropriate for any reason.

2.3 Prohibited Activities. You agree that You will not use the Website to: (a) transmit spam, bulk or unsolicited communications; (b) pretend to be CASTA or someone else, or spoof CASTA's or someone else's identity; (c) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content transmitted through the Services; (d) misrepresent your affiliation with a person or entity; (e) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to use the Website; (f) engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, or making threats of harm; (g) collect or store personal data about other users unless specifically authorized by such users; (h) defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including without limitation their rights of privacy, publicity, etc; (i) publish, post, distribute, or disseminate any defamatory, infringing, obscene, indecent, or unlawful material or information; (j) delete any author attributions, legal notices, or proprietary designations or labels in any file that may be uploaded for sharing; (k) download or use any file posted by another user that you know or reasonably should know cannot be legally distributed in such manner; (l) engage in hate speech or use profanity.

3. CONFIDENTIALITY OF INFORMATION.

3.1 Confidential Information. You may obtain direct access via the Website or its restricted forums to certain confidential information of CASTA or its members, including without limitation technical, contractual, product, maintenance, safety, program, compliance and other valuable nonpublic information that should reasonably be understood as confidential ("Confidential Information"). Title to Confidential Information remains with CASTA or the member providing such information.

3.2 Confidentiality Obligation. You must hold Confidential Information in strict confidence unless permission otherwise is granted by the discloser. Your obligations regarding Confidential Information expire five (5) years after the date of disclosure. Upon termination of this TOU or CASTA's written request, You must cease use of Confidential Information and return or destroy it.

3.3 Non-Confidential Information. This TOU imposes no obligation upon You with respect to Confidential Information that You can establish by legally sufficient evidence: (a) You possessed prior to Your receipt from CASTA or its members, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission by You, or otherwise without violation of this TOU; (c) You obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; (d) You independently developed without the use of Confidential Information and without the participation of individuals who have had access to it, or (e) in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either party under this TOU and as disclosed after prior notice to CASTA adequate to afford CASTA the opportunity to object to the disclosure.

4. CONTENT SUBMITTED TO CASTA.

4.1 Member Submissions. CASTA does not claim ownership of the Content You place on the Website and shall have no obligation of any kind with respect to such Content except as provided in this Section 4. Unless otherwise stated herein, or in CASTA's Privacy Policy, any Content You provide in connection with this Website or in a restricted forum shall be deemed to be provided to CASTA on a nonconfidential basis, and CASTA shall be free to use or disseminate such Content on an unrestricted basis in its periodic digest publication or for any purpose; provided, however, that CASTA will use reasonable efforts to remove any information identifying specific individuals or entities, and to otherwise maintain the anonymity of the poster. Subject to the above restrictions, You grant CASTA an irrevocable, worldwide, royalty-free, fully-paid, nonexclusive license to use, reproduce, modify, distribute, transmit, display, perform, adapt and publish such Content (including in digital form). You represent and warrant that you have proper authorization to use, post and grant these rights to any information that You may provide on the Website.

4.2 No Monitoring Responsibility. CASTA does not routinely monitor Content or its restricted forums, but CASTA and its designees reserve the right in its sole discretion to monitor, restrict access to, edit or remove any Content that is available via the Website or in its restricted forums.

5. UNMODERATED FORUMS.

5.1 Purpose. CASTA hopes to promote beneficial dialogue among members through use of it forums, and sharing certain information about Yourself and Your agency may help develop collaborative relationships among members and share information beneficial to the group at large. Therefore, please review and abide by the following and, in that context, consider whether a posting is appropriate.

5.2 Participation Rules. The use of CASTA’s un-moderated forum is intended only for Authorized Transit Users (as defined in Section 1.3) who agree to: (a) respect the rights of other users by refraining from the Prohibited Activities in Section 2.3; and (b) agree to the confidentiality provisions of Section 3 and all other terms of this TOU. Discussion is intended to be fact-based and solution-oriented, and all posts must remain professional and respectful. When You are seeking or giving input regarding an issue, please focus on the relevant facts without ‘bashing’ any individual, organization or vendor, or otherwise resorting to comments of a personal nature. You must only post material that is appropriate for the forum, legal, does not violate third party rights and otherwise complies with this TOU.

5.3 Un-moderated. CASTA forums are not moderated consistently although periodically CASTA may moderate a particular forum for a variety of reasons; however, CASTA will use reasonable efforts to respond to specific concerns raised by participants or copyright infringement claims made in accordance with Section 10.3 below.

5.4 Privacy and Internet Risks. While forums are intended to be private and restricted to Authorized Users, this may not always be maintained due to Internet risks, and You assume total responsibility and risk for Your use of the Website and the Internet. You acknowledge and agree that any uploads or transmission You make to, from or through the Website may be intercepted and used by an unauthorized third party and that all of the risk associated with these activities is solely Yours.

5.5 Privacy and User Discretion. CASTA may provide a periodic digest of forum topics to Authorized Users; therefore, although postings are subject to the confidentiality provisions of Section 3 and Section 4 above, all users should use their discretion in choosing whether to post a particular item. If you are particularly concerned about maintaining absolute anonymity in posing a particular issue, please contact the site administrator who might be able to assist you in posting your question in a manner that addresses any additional privacy concerns you may have.

6. INDEMNITY.

You agree to indemnify and hold CASTA and its affiliates, shareholders, officers, directors, agents, licensors, suppliers, members, employees, contractors and other representatives harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Your Content, Your use of or connection to the Website (including any use by You on behalf of Your employer), Your violation of this TOU, or Your violation of any rights of another.

7. NOTICES; SERVICE MODIFICATION AND TERMINATION; AMENDMENT OF TERMS.

CASTA may provide notice to You via email, regular mail, or posting notices or links to notices on the Website. CASTA reserves the right at any time to modify, suspend or terminate the Services (or any part thereof), and/or Your use of or access to them, with or without notice. CASTA may also delete, or bar access to or use of, all related Information and files. CASTA will not be liable to You or any third-party for any modification, suspension, or termination of the Services, or loss of related information. CASTA may amend this TOU at any time by posting the amended terms on this Website.

8. ADVERTISEMENTS AND PROMOTIONS PROHIBITED.

Advertising and promotion of any products or services by participants is strictly prohibited.

9. CONTENT PROVIDED VIA LINKS.

You may find links to other Internet sites or resources on the Website. You acknowledge and agree that CASTA is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. CASTA will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

10. INTELLECTUAL PROPERTY RIGHTS.

10.1 Prohibited Use. Except as expressly authorized by CASTA or by Content providers, You agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the Content of others, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software CASTA discloses to You, and You must not remove or modify any copyright or trademark notice, or other notice of ownership.

10.2 Trademarks. You may not remove or alter any CASTA Trademarks, or co-brand your own products or material with CASTA Trademarks, without CASTA's prior written consent. You acknowledge CASTA's rights in CASTA Trademarks and agree that any use of CASTA Trademarks by You, if any, shall inure to CASTA's sole benefit. You agree not to incorporate any CASTA Trademarks into Your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with computer or Internet-related products, services or technologies.

10.3 Copyright Infringement. CASTA is committed to respecting others' intellectual property rights, and we ask our users to do the same. If You believe that Your work has been copied in a way that constitutes copyright infringement on our Website, please contact CASTA at molly@coloradotransit.com and include the following information:

(a) an electronic or physical signature of the person authorized to act on behalf of the copyright owner;

(b) a description of the copyrighted work that you claim has been infringed;

(c) a description of where the material that you claim is infringing is located on our Website;

(d) your address, telephone number, and email address so that we can contact you;

(e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

(f) a statement by you, made under penalty of perjury, that the information in your notice to us is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

10.4 Limited Use of CASTA Content. Unless explicitly stated herein, nothing in this TOU shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. Permission is granted to CASTA’s Authorized Users described above to display, copy, distribute and download publicly available Content owned by CASTA on this Website provided that: (a) the copyright notice pertaining to the Content remains, and a permission notice (e.g., "Used with permission") is added to such Content; (b) the use of such Content is solely for personal and non-commercial use; (c) such Content will not be copied or posted on any networked computer or published in any medium, except as explicitly permitted by valid permission or license covering such materials; and (d) no modifications are made to such Content. This permission terminates automatically without notice if You breach any of these terms or conditions in this Section 10.4. Upon termination, You must immediately destroy any downloaded and/or printed Content.

11. DISCLAIMER OF WARRANTIES & ASSUMPTION OF RISK.

YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE WEBSITE, INCLUDING THE INFORMATION, SERVICES AND CONTENT (AS DEFINED IN SECTION 1.2) IS PROVIDED ON AN "AS IS" "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. CASTA DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. CASTA MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE WEBSITE. CASTA MAKES NO WARRANTY OR REPRESENTATION THAT: (a) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE; (c) THE QUALITY OF ANY CONTENT, INFORMATION, OR OTHER MATERIAL OBTAINED FROM THE WEBSITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (d) ANY ERRORS IN THE WEBSITE WILL BE CORRECTED. YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY CONTENT FROM THE WEBSITE, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.

12. LIMITATION OF LIABILITY.

TO THE FULL EXTENT PERMITTED BY LAW, CASTA IS NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, EVEN IF CASTA HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (a) THE USE OF OR THE INABILITY TO USE THE WEBSITE; (b) THE COST OF REPLACING OR RECREATING ANY DATA, INFORMATION OR SERVICES OBTAINED, OR MESSAGES RECEIVED, THROUGH OR FROM THE WEBSITE; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT BEHAVIOR; OR (d) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE. TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.

13. CASTA'S PRIVACY POLICY.

You consent to the collection, processing and storage by CASTA of Your personal information in accordance with the terms of CASTA's Privacy Policy, which is available at http://www.coloradotransit.com/forum. You agree to comply with all applicable laws and regulations, and the terms of CASTA's Privacy Policy, with respect to any access, use and/or submission by You of any personal information in connection with this Website.

14. GENERAL TERMS

14.1 Entire Agreement. This TOU constitutes the entire agreement between You and CASTA relating to its subject matter, and cancels and supersedes any prior versions of this TOU. No modification to this TOU will be binding, unless in writing and signed by an authorized CASTA representative. You must not assign or otherwise transfer this TOU or any right granted hereunder, and any attempt to do so shall be void ab initio.

14.2 Injunctive Relief. You agree that any material breach of Sections 2, 3, 4, 6, and 10 of this TOU will result in irreparable harm to CASTA for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, CASTA will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if CASTA seeks such an injunction.

14.3 Governing Law & Dispute Resolution. Colorado law and controlling U.S. federal law govern any action related to this TOU and/or Your use of the Website. Choice of law rules of any jurisdiction will not apply to any dispute under this TOU. You agree to submit any disputes regarding this TOU exclusively to binding arbitration by the Judicial Arbiter Group of Denver, Colorado. This Section shall not operate to limit either party’s right to enforce, to the extent necessary, a Judicial Arbiter Group judgment in a court of law. With respect to claims not properly subject to the exclusive arbitration clause above, you hereby exclusively and irrevocably submit to, and waive any objection against, the personal jurisdiction and venue of the United States District Court for the District of Colorado, and the state courts of the State of Colorado located in the County of Denver, Colorado. In any successful action by CASTA to enforce its rights hereunder, CASTA shall be entitled to immediate reimbursement of its costs of enforcement, including without limitation attorneys’ fees, filing and court or arbitration costs.

14.4 Survival. Rights and obligations under this TOU which by their nature should survive will remain in full effect after termination or expiration of this TOU.

14.5 Waiver. Any express waiver or failure to exercise promptly any right under this TOU will not create a continuing waiver or any expectation of non-enforcement. If any provision of this TOU is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of this TOU will remain in full force and effect.

14.6 Relationship of Parties. This TOU is not intended to create a partnership, franchise, joint venture, agency, or a fiduciary or employment relationship, and neither party may act in a manner which expresses or implies a relationship other than that of independent contractor.

14.7 Severability. If any provision of this TOU is held invalid, in whole or in part, by any law or regulation of any government or by any court or arbitrator, such invalidity will not affect the enforceability of other provisions or portions thereof.

BY USING THIS WEBSITE OR OTHERWISE INDICATING YOUR ACCEPTANCE OF THESE TERMS OF USE, YOU AGREE TO BE LEGALLY BOUND TO ITS TERMS.

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