See Signaling Challenge Addendum here.
See COVID-19 Response Challenge Addendum here.
These Transit Tech Lab (“TTL”) Terms and Conditions (our “Agreement”) are between the Metropolitan Transportation Authority (the “MTA,” “we” or “us”) and the individual or entity identified on the TTL Application Form (the “Applicant” or “you”).
THIS AGREEMENT IS AN ENFORCEABLE, LEGALLY BINDING CONTRACT SOLELY BETWEEN YOU AND THE MTA. PLEASE READ THIS AGREEMENT CAREFULLY. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO PARTICIPATE IN THE TTL.
APPLICANTS MAY BE SUBJECT TO ADDITIONAL TERMS AND CONDITIONS PROVIDED BY OTHER PARTICIPATING TRANSIT PROVIDERS, WHICH MAY NOT INCLUDE THIS AGREEMENT AND WILL NOT INCLUDE THE MTA.
1. Defined Terms. We use key words frequently in this Agreement, such as “Applicant,” “TTL,” and “Submission,” and for clarity we have given these words specific definitions. We identify the words that have a definition by beginning the word with a capital letter, and you will find the associated definitions in Section 18 (Definitions), or defined within a provision of this Agreement.
2. Your Acceptance of this Agreement. When you accept this Agreement, you confirm (a) that you understand and agree to be legally bound by this Agreement, and (b) that you are eligible to participate in the TTL. You accept this Agreement by taking the following actions:
2.1. The Signature Process. At the end of the application process, we ask you to electronically acknowledge your acceptance of this Agreement by clicking “I accept.” All TTL Applicants are required to accept this Agreement, and if you choose not to accept this Agreement we will not be able to accept your Submission.
2.2. Your Authority to Sign this Agreement. If you are making a Submission on behalf of a Team, when you accept this Agreement you are assuring us that you have the authority to represent that Team, and to legally bind the Team as a whole to this Agreement.
3. Eligibility. All early-to growth-stage companies registered to do business with the State of New York and with innovative solutions to one of the Challenges are eligible to participate in the TTL, in accordance with the following requirements and exceptions:
3.1. Company Requirements. Eligible companies must (i) be a corporation, joint venture, partnership, or LLC as defined by law and registered to do business in the State of New York (“NYS Registration”) and (ii) have at least a beta version (i.e. working prototype with active users) of the solution you intend to propose as part of your application. Applicants’ solutions do not need to be designed for a transit system, but they need to address the Challenges. New York State certified Minority and Women-owned Business Enterprise (M/WBE) companies are especially encouraged to apply. US domestic companies are preferred. Eligible companies must be independently owned and operated; subsidiaries of larger companies are not eligible for participation. The MTA will decide, in its sole discretion, which Applicants meet the eligibility requirements of the TTL. Proof of completed NYS Registration, or application for NYS Registration, with the New York State Division of Corporations is required as part of Applicant’s Submissions. Any Applicant with a pending NYS Registration at the time of Submission must have a completed NYS Registration by pilot agreement (“Pilot Agreement”) execution.
3.2. Related Parties and Sanctioned Parties. In fairness to other Applicants, we cannot accept Submissions from (a) Evaluators, the companies (if any) that they majority own, fund or are employed by, (b) Family Members of Evaluators, (c) Applicants who are subject to, or reside in jurisdictions that are subject to, trade restrictions or sanctions under Applicable Law, (d) employees, officers, MTA Board members, or directors of the MTA or MTA-Affiliated Entities, (e) individuals (or Family Members of such individuals) who have provided or will provide TTL-related advice to the MTA, or the New York City Partnership Foundation, Inc. (the “Partnership”), or who participated in the creation of the TTL, the TTL guidelines, or this Agreement; (f) and funders, or advisory board members of the Transit Innovation Partnership (“TIP”); and (g) Applicants that have previously received equity funding from the Partnership and its affiliated investment fund. The MTA reserves the right to (x) review, and if applicable, waive, Section 3.2(g) in its absolute discretion, and (y) ask for additional information from Applicants that fall into this category.
4. The Transit Tech Lab. The TTL is a virtual accelerator program for early to growth-stage companies developing technology with the potential to transform New York City’s public transportation system by improving performance and customer experience. Selected startups will have an opportunity to pilot their solution with the MTA. The issues that the TTL aims to solve (each, a “Challenge”) will be posted on https://transitinnovation.org/ (the “Website”), along with a deadline for submitting solutions for each Challenge (the “Submission Deadline”). The MTA anticipates multiple TTL cycles, with each cycle featuring new Challenges. Applicants may submit to multiple TTL cycles. Each TTL cycle will require new Submissions, and will be governed by this Agreement.
4.1. Multiple Submissions; Proper Form. You are entitled to enter multiple Submissions, and to make Submissions to one or multiple Challenges. If you plan to submit solutions to more than one Challenge, do not “mix” Challenges in a single Submission.
4.2. Application Procedure and Deadline for Submissions. To apply, visit the Website, review the information we have provided there, and complete the application process. If you qualify, you will then have until 11:59 PM New York time (i.e., Eastern Daylight Time) on the Submission Deadline to provide your Submission. Your Submission will be date-and-time stamped via automated means on the Website, and you will not be able to submit a Submission after the deadline. You bear the risk of delays caused by outages, latency, or downtime outside our network.
5. Operating the TTL: Three Phases. The TTL will be conducted in three phases.
5.1. Phase 1 - the Application Phase. This is the preliminary phase of the TTL, where the Evaluators review each Applicant’s Submission to determine whether the Applicant will advance to Phase 2.
5.2. Phase 1 Evaluation Criteria. The Evaluators will evaluate Submissions in Phase 1 based upon the following criteria and weighting (expressed in brackets as a percentage – [xy%] – for each criteria):
5.2.1 Impact [25%]: the Submission is workable in the MTA environment, presents a viable solution relevant to the chosen Challenge, and has the potential to positively impact performance and/or customer experience;
5.2.2. Product [25%]: the solution described in the Submission is in prototype or later phase and available for live demonstration, Applicant is able to present metrics or other evidence illustrating market fit, including if any of the Applicant’s products are used by paying customers;
5.2.3. Team [25%]: Applicant is a qualified, compatible Team with a sufficient financial position to ensure participation through duration of TTL cycle and is available for participation in person in New York City throughout the TTL cycle; and
5.2.4. Value [25%]: the solution presents a new way of deriving more value from existing MTA assets, presents a potential new revenue source or cost savings for the MTA and presents an opportunity to more efficiently manage infrastructure, operations or customer service.
5.3. Phase 1 Scoring; Advancing to Phase 2. Submissions will be evaluated using the Phase 1 Criteria set forth in Section 5.2 above. Those scores will then determine which Applicants will have the opportunity to present their solution in person to the Evaluators. Submissions and in-person presentations will be scored by the Evaluators using the same Phase 1 Evaluation Criteria in Section 5.2 above. The MTA will then select which of the highest ranked Submissions for each Challenge will advance to Phase 2. We will promptly notify you if your Submission is selected for Phase 2.
5.4. Phase 2 - Prep for Potential Proof-of Concept. Phase 2 will commence after we have notified the Applicants who will advance to this phase. Phase 2 will consist of an eight (8) week engagement including, without limitation, in-depth challenge and solution briefs, demonstrations, product iterations and workshops to understand the viability of the solution.
5.5. Phase 2 Evaluation Criteria. The Evaluators will evaluate the Phase 2 Submissions, presentations or other materials submitted for review as part of the TTL using the same criteria as used in Phase 1, however, weights shall be adjusted as follows:
5.5.1. Impact [50%];
5.5.2. Product [20%];
5.5.3. Team [10%]; and
5.5.4. Value [20%].
5.6. Phase 2 MTA Confidential Information Disclosures. Please note that, subject to Section 6 (Confidentiality), we may provide Phase 2 Applicants with Confidential Information for further development of the solution.
5.7. Phase 2 Scoring; Advancing to Phase 3; and Announcement of Phase 3 - Pilot Finalists. Pilot Finalists will be selected by the Evaluators based on the Phase 2 Evaluation Criteria set forth in Section 5.5 above. Once we have made our decisions, we will publicly announce the Pilot Finalists in each Challenge. The MTA will decide, in its sole discretion, which Applicants will be invited to engage in Phase 3: Pilot.
5.8. Final Determination; Announcement of Winners. The MTA will make the final determination as to which Pilot Finalists will be winners for each Challenge. We will make this determination in our best interests, and we reserve the right to select the Pilot Finalist that, in our view, is fair, reasonable, and most advantageous to us. The MTA is the sole judge of which solutions are in its best interests, and the MTA’s decision in this regard shall be final. Please note that the MTA reserves the right not to select any Submissions in one or more Challenges; the MTA has no obligation to implement any solution. Once we have made our decisions, the selected Pilot Finalist(s) and the MTA shall enter into a Pilot Agreement, and we will publicly announce the winners in each Challenge following execution of the Pilot Agreement. Pilot Agreements are negotiated in accordance with Section 22 (Pilot Agreement Process) of these Terms and Conditions, and may require additional MTA Risk and Insurance Management (“MTA RIM”) and MTA IT Security requirements.
6. Confidentiality. One of us (each, a “Disclosing Party”) may provide Confidential Information to the other (the “Receiving Party”) (and vice versa) in connection with the TTL. This Section (Confidentiality) governs our treatment of each other’s Confidential Information. The MTA does not anticipate releasing Confidential Information in Phase 1. This Section 6 (Confidentiality) shall solely govern the Parties’ non-disclosure and confidentiality restrictions as described herein. For the avoidance of doubt, no separate Applicant non-disclosure agreements or like documentation will be reviewed or executed by the MTA as part of the TTL.
6.1. Confidential Treatment. The Receiving Party shall not disclose or use the Disclosing Party’s Confidential Information except as expressly permitted under this Agreement, and shall at all times exercise reasonable care to safeguard such Confidential Information.
6.2. Exceptions. The Parties' obligations of confidentiality and non-use shall not apply where the information (that would otherwise qualify as Confidential Information): (a) is or after the Effective Date becomes publicly available or part of the public domain through no fault of the Receiving Party; (b) was in the Receiving Party’s possession at the time of receipt; (c) is received from a Third Party without restriction and without breach of an obligation of confidentiality to the Disclosing Party; or (d) was independently developed by the Receiving Party without reliance on the Disclosing Party's Confidential Information.
6.3. Compelled Disclosure. The Receiving Party is entitled to disclose Confidential Information as necessary pursuant to any court order, or lawful requirement of a governmental agency or arbitrator (collectively, a “Disclosure Order”), or when disclosure is required by operation of law, including disclosures pursuant to any applicable securities laws and regulations. The Receiving Party shall use reasonable efforts to notify the Disclosing Party of a Disclosure Order, and reasonably cooperate with the Disclosing Party (at the Disclosing Party’s expense), in protecting against or minimizing disclosure under the Disclosure Order, or in obtaining a protective order.
6.4. Freedom of Information Requests. The New York State Freedom of Information Law (N.Y. Public Officers Law Section 84 et seq.) (“FOIL”) applies to the TTL and to your Submission. Although we will protect the confidentiality of your Submission as set out in this Section 6 (Confidentiality), FOIL may be interpreted to override these protections. You understand and agree that, under FOIL, your Submission might be made public.
6.5. Duration of Your Confidentiality Obligations. You agree to protect the confidentiality of our Confidential Information for as long as the information remains outside of the exceptions listed in Section 6.2 (Exceptions), and you acknowledge that this may require you to maintain confidentiality both during and after completion of the TTL.
6.6. Duration of Our Confidentiality Obligations. To avoid giving one Applicant an unfair advantage over another during the TTL, we will protect each Applicant’s Submission as the Applicant’s Confidential Information, up to and including the date we announce the winners. After that date, we will be entitled to publicly use and disclose the Submissions (and associated Confidential Information) in connection with our exercise of rights under Section 7 (Intellectual Property Rights).
6.7. Internal Disclosures for Evaluation and Processing Purposes. We will disclose your Submission (and other elements of your application) to Evaluators, officials and employees of the MTA and the Partnership, and our consultants, as needed, for purposes of evaluating your Submission, processing your application, monitoring compliance with this Agreement, and addressing other issues in connection with the TTL (collectively, the “Evaluation and Processing Purposes”). We will instruct each of these recipients to maintain the confidentiality of your Submission (and any associated Confidential Information) in the manner set out in this Section 6 (Confidentiality).
7. Intellectual Property Rights. We respect your Intellectual Property Rights, and balance both of our interests in these rights via this Section 7 (Intellectual Property Rights). By submitting your Application, you agree as follows:
7.1. Your Retention of Ownership. Although you grant us certain limited licenses (detailed below), you retain ownership of all Intellectual Property Rights that you hold in your Submitted Technology. You remain free to commercialize your Submission (and your associated Intellectual Property) and you have no obligation to share with us any compensation, fees, royalties, or other benefits that you receive from commercializing these assets.
7.2. Limited License to Your Intellectual Property. Although you retain ownership in your Intellectual Property, you hereby grant to us a limited license to exercise any Intellectual Property that you hold in the Submitted Technology, both patented and non-patented intellectual property, which is restricted to uses (i) solely for purposes of evaluating, testing, prototyping, and validating the Submitted Technology (in laboratory, beta, real-time, in-the-field, and other similar environments), and (ii) solely for purposes of the Challenge for which the Applicant submitted the Submitted Technology as a solution. The term of this limited license shall be for twelve (12) months following the expiration of the Pilot Agreement that a Pilot Finalist signs with us. This limited license is:
7.2.1. Restricted in Scope. As set forth above, our license to modify, use, make, have made, and otherwise implement the Submitted Technology are limited to uses (a) solely for purposes of evaluating, testing, prototyping, and validating the Submitted Technology (in laboratory, beta, real-time, in-the-field, and other similar environments), and (b) solely for purposes of the Challenge for which the Applicant submitted the Submitted Technology as a solution.
7.2.2. Restricted in Term. Our right to use your Submitted Technology is restricted in term, as follows from the time submitted in the TTL up to the end of the Pilot, whether or not you have terminated this Agreement (for cause or otherwise) and twelve (12) months thereafter (the "Limited License Period"). During the Limited License Period, the license shall be irrevocable, meaning we are entitled to use your Submitted Technology throughout the Limited License Period (and for as long as it is protected by Applicable Law).
7.2.3. Non-Exclusive. You can grant others a similar (or different) license to this Intellectual Property.
7.2.4. Paid-Up and Royalty-Free. During the Limited License Period, we do not and will not owe you compensation or further benefits when we use your Submitted Technology within the restricted scope and during the Limited License Period. If we hold a public procurement to which you receive an award, and we request your assistance, post-award, during the remainder of the Limited License Period in connection with our evaluating, testing, prototyping, and validating the Submitted Technology (in laboratory, beta, real-time, in-the-field, and other similar environments), you agree to provide us with your assistance on commercially reasonable terms that shall be subject to the agreement of the Parties.
7.2.5. Sublicenseable. We are entitled to permit our contractors, consultants, and other interested parties to exercise the licensed rights on our behalf, subject to their agreement to observe Confidentiality requirements consistent with Section 6 (Confidentiality).
7.3. Freedom of Action. The MTA remains free and unfettered, in their discretion and at any time, to develop, commission, use, and otherwise exploit products, services, and solutions similar (or even identical) to, or competitive with, your Submitted Technology; provided the MTA does not infringe valid Intellectual Property Rights owned by you (unless you have granted us these rights under this Section 7 (Intellectual Property Rights) (collectively, “Permitted Downstream Uses”). You will not be entitled to any compensation based on Permitted Downstream Uses, including in connection with any subsequent procurements (whether or not they involve Submitted Technology). You may, if you wish, restrict us to exercising these rights solely for purposes of the Challenge for which the Applicant submitted the Submitted Technology as a solution and other New York State transportation needs.
7.4. No License to Patent Rights for Full Service Use; FRAND Obligations. Although we hold a testing and validation license to your Intellectual Property, we emphasize that we have not asked for, and you have not provided, the right to exercise your patents for Full-Service Use. We may in the future seek such rights to your patents. If we do so, you hereby irrevocably agree to grant us, at a minimum, a non-exclusive, irrevocable, sublicenseable, Full-Service Use license on terms that are fair, reasonable, and non-discriminatory (so-called “FRAND” licensing terms). Such pricing shall be competitive with (or more favorable to us than) comparable third party solutions available on the market.
8. MTA Data.
8.1. Grant of Rights in MTA Data. In the event you are selected as a Pilot Finalist, and subject to the terms and conditions of this Agreement, including those set out in Section 6 (Confidentiality) and Section 9 (Privacy) and any Pilot Agreement between us, the MTA, under its Intellectual Property Rights, hereby grants to you during the Limited License Period, a limited, non-exclusive, non-transferrable, non-sublicensable license to copy, modify, display, adapt, use, and otherwise exploit, copy and modify MTA Data, but solely for the purpose of fulfilling your obligations to the MTA under the Pilot Agreement, and for no other purpose. You further acknowledge that the rights granted to you pursuant to this Section 8.1 (Grant of Rights in MTA Data) shall immediately terminate upon any Pilot Agreement termination or expiration.
8.2. Ownership of MTA Data. You acknowledge that any MTA Data to which you may have access, or may be given access, as part of your participation in the TTL including, but not limited to a pilot, is licensed, not sold, to you. You agree that, as between you and the MTA, and subject to Section 8.1 (Grant of Rights in MTA Data) above, the MTA is the sole and exclusive owner of all of the right, title, and interest in and to the MTA Data, and in and to all associated Intellectual Property Rights. By way of clarification and not limitation, Applicants and Pilot Finalists cannot resell, re-package or otherwise monetize all or part of any MTA Data to which they gain access as part of the pilot.
8.3. MTA Data and Open Standards. In the event you are a Pilot Finalist, your Submitted Technology must rely on a data exchange and data format based on “Open Standards”, or industry standards that define data formats and protocols rather than proprietary formats and protocols. By way of clarification, all MTA Data shall be stored in the Submitted Technology in an industry-standard format that is not proprietary to you and that meets the requirements for Open Standards. All Applicants must provide to the MTA, either (i) direct access to, or (ii) a digital file of, all MTA Data, or MTA-based data that is created, processed or otherwise generated by your Submitted Technology as part of the TTL and/or the pilot; and such MTA Data, or MTA-based data must be accessible and/or provided in a structured, machine-readable, non-proprietary format within twenty-four (24) hours of an MTA request for such.
9. Privacy.
9.1. Personal Information. We will collect personal information from our Applicants in connection with the TTL. This information will be used only for Evaluation and Processing Purposes (except as provided in Section 9.2 (Permitted Use of Name and Likeness)), and will otherwise be subject to the New York State and MTA privacy policies, located at: http://www.ny.gov/privacy-policy; and http://web.mta.info/mta/privacy.htm.
9.2. Permitted Use of Name and Likeness. If you become a Pilot Finalist, you agree to permit the MTA to use for publicity, advertising and promotional purposes (“Publicity Purposes”): (a) your name and likeness, (b) your town or city and state, (c) Submission information, and (d) statements you make about the TTL, all without additional permission or compensation.
9.3. Responsibility Reviews and Background Checks. In connection with our review of a Phase 2 Submission, we reserve the right to require the Applicant to undergo a background check and/or contractor responsibility review. If the Applicant declines to submit to this background check and/or contractor responsibility review, or if warranted by the results of the background check and/or contractor responsibility review, we may disqualify the Applicant from, or impose conditions on continued participation in, the TTL. Where advisable in the MTA’s judgment, the MTA may conduct responsibility reviews and/or background checks as to the Applicant’s principals, officers, and directors, the Applicant’s employees, and entities that (directly, or indirectly through one or more intermediaries) control, are controlled by, or are under common control with the Applicant.
10. Representations, Warranties, and Disclaimers.
10.1. Your Representations and Warranties. In connection with your Submission and participation in the TTL, you represent and warrant that:
10.1.1. The information you provided in your application is true and accurate to the best of your knowledge and ability;
10.1.2. Your Submission, to the best of your knowledge and ability, does not infringe a third party’s Intellectual Property Rights (with the exception of those third party Intellectual Property Rights that you identified in your application); and
10.1.3. The signatory has the ability to execute all documents on behalf of the Applicant.
10.2. Disclaimer of Warranties; Release. THE MTA MAKES NO WARRANTIES, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW EXPRESSLY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS OR IMPLIED, AND INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU HEREBY RELEASE THE MTA, THEIR RESPECTIVE OFFICERS, MTA BOARD MEMBERS, EMPLOYEES, CONTRACTORS, AND CONSULTANTS, THE EVALUATORS, AND ADVISORS TO THE TTL (COLLECTIVELY, THE “RELEASED PARTIES”) FROM ANY AND ALL LIABILITY FOR LOSS, HARM, DAMAGE, INJURY, COST OR EXPENSE WHATSOEVER WHICH MAY OCCUR IN CONNECTION WITH OR PARTICIPATION IN THE TTL OR THE ACCEPTANCE, USE, MISUSE OR NON-USE OF ANY SUBMISSION.
11. Limitation of Liability.
11.1. All-Inclusive Liability Limitation; Limited and Sole Exception for MTA License Violations. TO THE FULLEST EXTENT PERMITTED BY LAW, THE RELEASED PARTIES SHALL NOT BE LIABLE FOR DAMAGES OR LOSSES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF THE TTL, THE AWARD, SUBMISSIONS, OR ANY ACTIVITIES IN CONNECTION WITH THE TTL, THE SUBMISSIONS, OR THE AWARD, WITH SOLE AND EXCLUSIVE EXCEPTION THAT THE MTA SHALL BE RESPONSIBLE FOR DAMAGES CAUSED BY ITS EXCEEDING THE SCOPE OF THE LICENSES GRANTED TO IT IN SECTION 7 (Intellectual Property Rights) (an “MTA License Violation”), ALL AS SPECIFIED AND EXPRESSLY LIMITED IN SECTION 11.2 (MTA License Violations). IN NO EVENT SHALL THE RELEASED PARTIES' TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED USD $5.00 (Five Dollars), WITH THE EXCEPTION THAT THE LIMIT OF LIABILITY OF THE MTA FOR MTA LICENSE VIOLATIONS SHALL BE AS SET OUT IN SECTION 11.2 (MTA License Violations).
11.2. MTA License Violations. IN NO EVENT SHALL THE MTA’S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION ARISING FROM MTA LICENSE VIOLATIONS EXCEED USD $1,000,000.00 (One Million Dollars).
12. Limitations and Controls.
12.1. TTL-Coordinators; Permitted Communication Channels. Please communicate any questions or requests for assistance directly to the Partnership, using the process specified on the Website. Please do not communicate with the Evaluators, or ask questions about the TTL (or otherwise communicate about the TTL) with the MTA, the Partnership, or their officers, employees, consultants, or contractors, unless a TTL coordinator is present. This prohibition is designed to prevent the appearance (or occurrence) of favoritism, unfair access, or other conflicts of interest. Applicants that fail to comply with these requirements may be disqualified from the TTL.
12.2. Consent to Electronic Transactions. During the TTL, we plan to communicate with you electronically – and conduct TTL-related transactions with you electronically – using email, notices on the Website, and other electronic means. You agree to receive, exchange, and engage in these types of electronic communications with us.
12.3. Acceptable Use Policy. You are prohibited from using the Website or other resources or functions associated with the TTL: (a) in a way prohibited by Applicable Law; (b) to violate the legal rights of others, to cheat, to plagiarize, or to engage in other unfair or deceptive activities; (c) to gain or attempt to gain unauthorized access to or disrupt any device, data, account, service, or network associated with the TTL; (d) to distribute spam or malware; or (e) in a way that could materially harm the operations or functionality of the Website or interfere with the TTL.
12.4. Change in Circumstances. We reserve the right to terminate, modify, extend, or suspend the TTL if we determine, in our sole discretion, that such action is warranted (a “Change in Circumstances”). In such case, we may select winners from eligible Submissions received prior to and/or after (if appropriate) the Change in Circumstances.
13. Indemnification. The Applicant agrees to indemnify, defend, and hold the MTA, its affiliates, subsidiaries, successors, officers (including MTA Board members), directors, employees, contractors, consultants, the evaluators and advisors to the TTL harmless from complaints, causes of action, demands, costs, liabilities, expenses and damages (including attorneys’ fees) arising out of a claim that, if true, would constitute a breach of the Applicant’s non-infringement warranty set out in Section 10.1.2. There is an exception to this obligation: you are not obligated to indemnify us (or the other entities and individuals specified above) if and only to the extent that we have modified your Submitted Technology, and it is determined that these modifications are the cause of the infringement. Please understand that, in the case of a patent infringement action, and to avoid uncertainty, our modifications excuse you under this Section 13 (Indemnification) in instances where the modifications, standing alone, meet each limitation in the patent claim at issue, and in no other instances.
14. Term. This Agreement shall begin on the Effective Date and remain in full force and effect until the earlier of (a) termination in accordance with Section 15 (Termination) or (b) the announcement of one or more Pilot Finalists and completion of the TTL.
15. Termination. You have the right to withdraw from the TTL at any point by following the directions on the Website. We have the right, for the reasons and on the grounds we have specified above (a) to disqualify you from the TTL; and/or (b) to terminate this Agreement (for reasons other than your disqualification).
15.1. Effect of Termination. On termination of this Agreement for whatever reason, you will return to us, or certify that you have destroyed, our Confidential Information and any derivatives thereof.
15.2. Survival. The following Sections shall survive termination of this Agreement for any reason or cause: Section 6.5 (Duration of Your Confidentiality Obligations); Section 7 (Intellectual Property Rights); Section 10 (Representations, Warranties, and Disclaimers); Section 11 (Limitation of Liability); Section 13 (Indemnification); Section 15.2 (Survival); and Section 16 (Dispute Resolution).
16. Dispute Resolution. Both of us agree initially to seek, through informal means, a reasonable and practical resolution of disputes between us with respect to this Agreement. If these informal methods are unsuccessful (as determined by either of us, in our reasonable judgment), then the following terms shall govern resolution of each such dispute:
16.1. Governing Law. This Agreement, and the rights and obligations of the Parties hereto, shall be construed and enforced in all respects in accordance with the laws of the State of New York, without regard to any jurisdiction’s conflict of laws rules, laws or doctrines.
16.2. Exclusive Jurisdiction; Procedure. Any and all claims, disputes, or controversies arising out of, relating to, or connected in any way with the Parties’ rights and obligations under this Agreement, or with the TTL (each a “Claim”) shall be submitted exclusively to a court of competent jurisdiction sitting in the judicial district that includes New York City, and such court shall have exclusive jurisdiction regarding such Claim. Each Party waives objection to the personal jurisdiction of such court, and the laying of venue in such judicial district. The proceeding shall be conducted under Article 78 of the New York Civil Practice Law and Rules, and in accordance with the procedures and laws applicable in that court.
17. Accessibility. We are committed to making the TTL accessible to all innovators. If you require assistive technology or other accommodation in order to complete the application process, please contact us at the following website: https://transitinnovation.org/contact/.
18. Definitions. Capitalized terms have the following meanings:
18.1. “Applicable Law” means laws and regulations that govern the TTL, the MTA’s sponsorship of the TTL, and Applicants’ participation in and activities concerning the TTL. “Applicable Law” includes Federal, State, and local laws (with respect to the MTA and Applicants subject to U.S. law), as well as the laws of jurisdictions other than the U.S., to the extent an Applicant is subject to those laws.
18.2. “Applicant” means a Team that: (a) has completed the application process for the TTL, (b) has provided us with a Submission, and (c) meets the eligibility criteria for participating in the TTL, as set out in Section 3 (Eligibility).
18.3. “Confidential Information” means information in any form that meets the following two criteria: the information (a) is not publicly available, and (b) is marked or otherwise identified as "CONFIDENTIAL" by the Disclosing Party, or is obtained under circumstances such that the Receiving Party knew or reasonably should have known that the information should be treated confidentially. Subject to Section 6.2 (Exceptions), Confidential Information might include designs, specifications, software, and prototypes, as well as other technical, financial, business, and security-related information.
18.4. “Effective Date” means the date you accept these terms in accordance with Section 2 (Your Acceptance of this Agreement).
18.5. “Evaluators” may mean (a) members of the Project Evaluation Committee, comprised of subject matter experts, and/or (b) the MTA personnel responsible for decisions under Section 5.3 (Phase 1 Scoring; Advancing to Phase 2) and Section 5.8 (Final Determination; Announcement of Winners), as applicable.
18.6. “Family Member” means (i) the spouse, domestic partner, child, or sibling of the ineligible individual or the domestic partner’s child; or (ii) a person who is a direct descendant (or the spouse of a direct descendant) of a grandparent of the ineligible individual, or a grandparent of the ineligible individual’s spouse or domestic partner.
18.7. “Intellectual Property” or “Intellectual Property Rights” means the following rights, under the law of any jurisdiction: (a) rights in Patents and in Patent applications; (b) rights under trademark law; (c) rights under copyright law; (d) rights in trade secrets and Confidential Information; (e) moral rights, design rights, rights in mask works, and rights in data compilations; and (f) other similar rights to exclude others from the use or enjoyment of a technology, process, data set, or other asset.
18.8. “MTA-Affiliated Entities” means the New York City Transit Authority, Staten Island Rapid Transit Operating Authority, Manhattan and Bronx Surface Transit Operating Authority, MTA Bus, Metro-North Commuter Railroad, Long Island Rail Road Company, MTA Capital Construction, the Triborough Bridge and Tunnel Authority, the First Mutual Transportation Assurance Company, and the successors and assigns of these entities.
18.9. “MTA Data” means, collectively: (i) any information that the MTA provides to you, or information belonging to the MTA to which you otherwise have access to, in connection with the TTL; (ii) any information, data, reports, studies, recommendations, or other information that you make or develop that uses any information described in (i) in connection with, or resulting from, the TTL; and (iii) derivatives of (i) and (ii) above.
18.10. “Non-Patented Intellectual Property Rights” and “Non-Patented Intellectual Property” means Intellectual Property that does not constitute a Patent.
18.11. “Party” or “Parties” means the MTA, the Applicant, or both the MTA and the Applicant.
18.12. “Patents” means issued patents, divisions, continuations, continuations-in-part, reissues, renewals, extensions, supplementary protection certificates, utility models, and the like of such issued patents, and foreign counterparts and equivalents thereof.
18.13. “Submission” means the materials that you submit for our evaluation in connection with and pursuant to Section 4 (The Transit Tech Lab). The term “Submission” applies to the materials you provide in Phase 1 and Phase 2 (if you advance to Phase 2), and includes all Submissions, regardless of whether such Submission is selected by the MTA to advance in the TTL.
18.14. “Submitted Technology” means all products, processes, designs, ideas, and technologies disclosed in your Submission.
18.15. “Team” means a formal legal entity, like a corporation, legal partnership (whether for-profit or not-for-profit), or joint venture that is acting in its capacity as a formal legal entity in the TTL.
19. Funding Disclaimer. The MTA disclaims any endorsement of the Partnership, its evergreen fund, the TIP, and/or any of their employees as a source of funding for the TTL. Further, the MTA disclaims any endorsement of any source of funding for the TTL. A decision whether to accept funding or not will in no way affect the MTA’s assessment of your Submission.
20. General Provisions. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define or limit the section they introduce. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between the MTA and you with respect to the TTL, and supersedes any prior or contemporaneous understanding, whether written or oral. For the avoidance of doubt, the terms and conditions of this Agreement shall solely govern the TTL process leading up to the execution of a Pilot Agreement, if applicable; no Applicant-submitted terms and conditions shall be accepted, including any non-disclosure and confidentiality terms. Although we expect and encourage the translation of this Agreement into languages other than English, for legal purposes the English-language version of this Agreement will govern our relationship.
21. Contact Us. Contact us using the links provided on the Website.
22. Pilot Agreement Process. This Section 22 (Pilot Agreement Process) provides Applicants with access to the TTL Pilot Agreement template[PE1] and details the process required to finalize the Pilot Agreement. Supplemental to the Pilot Agreement template are baseline MTA RIM requirements and MTA IT Security requirements, which will be made available to Applicants who advance to Phase 2, to allow Applicants to make an informed decision about whether they can accept the terms of the Pilot Agreement prior to the eight (8)-week Proof of Concept.
THE PILOT AGREEMENT IS THE TEMPLATE AGREEMENT BETWEEN THE MTA AND AN APPLICANT ONLY. IF AN APPLICANT IS SELECTED TO ENTER INTO A PILOT WITH A PARTICIPATING TRANSIT PROVIDER OTHER THAN THE MTA, THE APPLICANT SHALL BE SUBJECT TO A DIFFERENT AGREEMENT, AND THE MTA SHALL NOT BE A PARTY TO ANY SUCH AGREEMENT.
22.1. Adherence to the Pilot Agreement Process is Required. Adhering to this Pilot Agreement Process ensures that the TTL Cycle maintains its schedule and all Applicants are afforded equal negotiation time. Any Applicant that deviates from the process below will be in default of these Terms and Conditions and may become ineligible to continue to participate in the TTL Cycle. By submitting an application to the TTL, Applicant acknowledges and agrees that it has read, understands, and agrees to comply with the Pilot Agreement Process.
22.2. Applicant Review of the Pilot Agreement. The Pilot Agreement review process is iterative and may involve several departments at the MTA, most notably MTA Legal, MTA RIM and MTA IT Security. Applicants should carefully review all of the Pilot Agreement requirements, and provide a comprehensive set of comments in accordance with the Pilot Agreement Schedule, as detailed in Section 22.3 (Pilot Agreement Schedule). If an Applicant fails to make a comment on its initial mark-up, then that comment as a new insertion into the negotiation will not be allowed at a later date and will be rejected, as that would not be fair to the other Applicants; provided, however, that Applicants may provide follow-up comments to any provision that is being actively negotiated between Applicant and the MTA. Applicants should ensure that their comprehensive comments include comments on all of the Pilot Agreement documents, such as the MTA RIM and MTA IT Security requirements, as this will allow all of the required MTA departments to timely and thoroughly review and negotiate the Pilot Agreement documents pursuant to Section 22.3 (Pilot Agreement Schedule) below. Introducing new comments into an existing negotiation may cause a delay in the TTL Cycle, as the new comments might cause a ripple effect into multiple Pilot Agreement documents, some of which may have already been agreed to and finalized.
22.3. Pilot Agreement Schedule. The timeframe for Applicant submission of its comprehensive comments and the MTA’s initial review of any Applicant edits to the Pilot Agreement template (the “Pilot Agreement Schedule”) is determined by a sliding scale based on the number of Applicants and Pilot Agreements for review in any TTL Cycle: 1-3 contracts per Cycle = 1-1.5 weeks; 1-5 contracts per Cycle = 2 weeks; 1-7 contracts per Cycle = 3 weeks, etc. The MTA will provide a Pilot Agreement Schedule to all Applicants once the TTL Cycle begins, and no Applicant shall deviate from this schedule without the prior approval of the MTA Legal Department. Any deviations will only be approved by the MTA if doing so will not disadvantage any other Applicants in that TTL Cycle.
