1. ACCEPTANCE OF TERMS

These Inrix Terms of Use govern the use of “Inrix Websites” (that is, www.inrix.com, mobile.inrix.com and such other Inrix websites as exist from time to time) and “Inrix Services” (that is, information, technology, products or services provided from time to time by Inrix whether through the Inrix Websites or otherwise). The Inrix Websites and the Inrix Services, and each portion thereof, is individually and collectively referred to as the “Inrix Products.” Inrix’s service providers, including all parties involved in creating, producing, distributing, or servicing Inrix Products are referred to individually and collectively as the “Service Providers.”

By using the Inrix Products, you acknowledge your agreement with all the terms, conditions and provisions contained or referenced herein (the “Terms of Use”). Please read the Terms of Use carefully. From time to time, at our discretion, we may change the Terms of Use and your continued use of the Inrix Products following the posting of such changes signifies you acceptance of those changes.

2. PRIVACY

We respect your privacy. Please carefully review our privacy policy (located at http://mobile.inrix.com) (“Privacy Policy”) for a description of the information we collect and how we use it (e.g., we collect information that you provide to us, information about your use of the Inrix Products, and we may in the future collect GPS or other location information to improve our products and services for you and other customers). By using the Inrix Products, you acknowledge your agreement with all the terms, conditions and provisions of the Privacy Policy. From time to time, at our discretion, we may change the Privacy Policy and your continued use of the Inrix Products following the posting of such changes signifies you acceptance of those changes.

3. USE OF THE INRIX PRODUCTS

Inrix grants you a limited, non-transferable, non-sublicensable, non-exclusive license on the terms set forth herein, to use the Inrix Products solely for your personal, non-commercial, use. Without limiting the foregoing, you may not (1) sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, translate, frame or create a database or derivative works from the Inrix Products, (2) use the Inrix Products in connection with benchmarking, evaluation, review or comparison of any nature whatsoever, or (3) use the Inrix Products in a manner adverse to Inrix.

Your use of the Inrix Products is subject to the additional following requirements, which you hereby agree to: (1) you will use the Inrix Products safely at all times, use your personal judgment, and not be distracted while driving, and you will not input destinations or otherwise interact with the Inrix Products unless your vehicle is stationary and parked, (2) you will obtain, at your own cost, all hardware and services necessary to access and use the Inrix Products, including all third party communications and display equipment, services and airtime, (3) you are of legal age to enter into a legally binding contract, (4) you will not use the Inrix Products in violation of any applicable law or regulation, (5) you will comply with all domestic and international export laws and regulations that apply to the Inrix Products, including restrictions on destinations, end users and end use, (6) you will not use the Inrix Products in any manner that could damage, disable, overburden or impair them, and (7) you will not use the Inrix Products in any manner that could interfere with another party’s use and enjoyment of them.

4. PAYMENT AND TERMINATION

You must have a valid major credit card or other authorized payment method, to sign up for certain Inrix Products. You agree to provide true, accurate, current and complete information about yourself, and current billing information, as prompted by any registration or payment forms we provide, and you must maintain and promptly update such information to keep it true, accurate and complete in the future. You also agree to pay all charges to your account (including applicable taxes), in accordance with the pricing plan and billing terms applicable to your Inrix Products. You are responsible for all charges to your account, and all charges shall be deemed valid (and no adjustments or credits shall be made) unless you dispute them in writing within 60 days of the billing date. Inrix reserves the right to change prices and institute new fees at any time, effective on the next renewal of your subscription.

If we provide you with an Inrix account number, you are the only authorized user of that account and must keep your account number strictly confidential, so that no one else may access Inrix Products using that number. You must notify Inrix immediately upon discovering any unauthorized use of your account number. You will be financially responsible for all uses of the Inrix Products by you or any others using your account information.

If the Inrix Products are paid for by you indirectly through a reseller, who in turn pays Inrix, the reseller must pay Inrix all charges applicable to your account, or your account will be deemed delinquent until you or that reseller has paid all such charges. If your account is suspended, charges will continue to accrue until termination or expiration.

Inrix reserves the right to terminate your use of the Inrix Products, at any time, for any reason, with or without cause or notice and shall have no liability to you upon such termination, other than to provide you with a refund on a prorata basis, based on the payments you have made for the term and the portion of the Inrix Services remaining to be provided as of the termination date.

5. INTELLECTUAL PROPERTY RIGHTS

As between us, you agree and acknowledge that Inrix owns all right, title and interest in and to the Inrix Products, including without limitation, all associated intellectual property rights (meaning all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law and other proprietary rights and laws). This Agreement grants you no rights to any such intellectual property rights except for the limited rights expressly granted herein. Without limiting the foregoing, you may not directly or indirectly, reverse engineer, decompile, disassemble, or create derivative works from, or otherwise attempt to derive the source code, audio library or structure of, the Inrix Products. All rights, including rights of use, not specifically granted under this Agreement are reserved by Inrix and its Service Providers. You agree to not remove, obscure or alter Inrix or any third party’s copyright notice, trademarks or proprietary rights notice affixed to, contained within or accessed in conjunction with or through the Inrix Products.

6. DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY

THE INRIX PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. INRIX AND ITS SERVICE PROVIDERS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND WHATSOEVER RELATING TO YOUR USE OF, OR INABILITY TO USE, THE INRIX PRODUCTS. WITHOUT LIMITING THE FOREGOING, SUCH DISCLAIMER INCLUDES, BUT IS NOT LIMITED TO, EXPRESS, IMPLIED OR STATUTORY WARRANTIES; WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABLILITY, AND FITNESS FOR A PARTICULAR PURPOSE; WARRANTIES THAT THE INRIX PRODUCTS WILL BE TIMELY, ACCURATE, COMPLETE, OF SATISFACTORY QUALITY, UNINTERRUPTED, ERROR-FREE, SECURE, RELIABLE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL INRIX OR ITS SERVICE PROVIDERS OR ANY OF THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY OF THE FOREGOING, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGE OR LOSS, OR ANY OTHER DAMAGE OR LOSS WHATSOEVER, IN CONNECTION, RESULTING FROM, OR RELATING TO, THE INRIX PRODUCTS (INCLUDING, WITHOUT LIMITATION, DAMAGE TO PERSONS OR PROPERTY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORSEEABLE.

7. INDEMNIFICATION

You shall indemnify, defend and hold harmless Inrix and its Service Providers from and against any liability, loss, claim and expense (including reasonable legal fees), as incurred, directly or indirectly arising out of or related to your breach of these Terms of Use or your use of the Inrix Products.

8. GOVERNING LAW

These Terms of Use shall be governed by and construed in accordance with the laws of the State of Washington USA, without regard to conflict of laws provisions. This Agreement will be construed and controlled by the substantive laws of the State of Washington and the parties consent to exclusive jurisdiction and venue in the federal courts sitting in King County, Washington unless no federal subject matter jurisdiction exists, in which case the parties consent to exclusive jurisdiction and venue in the Superior Court of King County, Washington. The parties waive all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. In any action to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs and other expenses. Any claim related to the Inrix Products may not be brought unless brought within one year from the date the claim first could be filed. If it is not filed, the claim is permanently barred.

9. CONCLUDING PROVISIONS

The provisions of this Agreement are for the benefit of the parties and there are no third party beneficiaries. All waivers, amendments and modifications to this Agreement must be in writing. No failure or delay in exercising any right hereunder will operate as a waiver, nor will any partial exercise thereof preclude any further exercise of rights hereunder. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties intend that the provisions of this Agreement be enforced to the fullest extent permitted by applicable law. Accordingly, the parties agree that if any provisions are deemed not enforceable, they will be deemed modified to the extent necessary to make them enforceable. We may assign this agreement, in whole or in part, at any time with or without notice to you. You may not assign this agreement, or any part of it, to any other person. The provisions of these Terms of Use shall survive the termination or expiration of any use of the Inrix Products.