By installing and/or using INRIX TRAFFIC! and any available updates and upgrades (collectively, the "INRIX App"), you agree to the terms of this agreement below with INRIX, Inc., a Delaware corporation ("INRIX"), as well as the supplemental "INRIX Terms of Use" located below (which are incorporated by this reference), all as revised from time to time by INRIX (collectively, these "Terms"). You may NOT install or use any part of the INRIX App if you do not agree to such Terms.

THE INRIX APP SHALL ONLY BE INSTALLED AND/OR USED ON IPHONES REGISTERED IN NORTH AMERICA. THE INRIX APP IS TO BE USED AT YOUR OWN RISK, AND IN ACCORDANCE WITH ALL APPLICABLE LAWS. YOU SHOULD USE THE INRIX APP BEFORE STARTING YOUR JOURNEY, SHOULD NOT ATTEMPT TO USE THE INRIX APP (OR ENTER OR RECEIVE INFORMATION) WHILE DRIVING OR IN ANY UNSAFE MANNER, AND SHOULD STOP IN A SAFE PLACE TO PERIODICALLY REVIEW INFORMATION (OR HAVE A PASSENGER DO IT), IF NECESSARY. IF YOU PROVIDE INCIDENT INFORMATION OF ANY TYPE IN RELATION TO THE INRIX APP, YOU SHOULD NOT PROVIDE INRIX WITH ANY PERSONALLY IDENTIFIABLE INFORMATION. YOU AGREE TO WAIVE, AND TO INDEMNIFY INRIX AGAINST, ANY AND ALL CLAIMS AND CAUSES OF ACTION RELATING TO OR ARISING FROM YOUR INSTALLATION AND USE OF THE INRIX APP, INCLUDING WITHOUT LIMITATION THOSE ARISING FROM ACCIDENTS OR INJURIES OR DELAYS DURING SUCH INSTALLATION OR USE.

BY USING THE INRIX APP, YOU AGREE TO INRIX'S COLLECTION, PROCESSING, STORAGE, TRANSFER AND UNCONDITIONAL FREE USE OF YOUR NON-PERSONALLY IDENTIFIABLE (ANONYMOUS) INFORMATION AS PART OF INRIX'S COMPREHENSIVE TRAFFIC PRODUCTS. THE INRIX APP IS DISTRIBUTED BY INRIX (A LEADING TRAFFIC INFORMATION PROVIDER IN THE USA AND EUROPE) WITHOUT CHARGE IN PART TO ACQUIRE NON-PERSONALLY IDENTIFIABLE TRAFFIC INFORMATION PERTAINING TO YOUR LOCATION, DIRECTION AND SPEED. INRIX MAY THEN PROCESS AND COMBINE YOUR TRAFFIC INFORMATION WITH THAT OF OTHERS TO CREATE, STORE, USE AND TRANSFER MORE COMPREHENSIVE TRAFFIC INFORMATION FOR OTHER INRIX APP USERS, AND FOR INRIX'S OTHER THIRD PARTY PAID SERVICES. INRIX ONLY ACQUIRES INFORMATION FROM YOUR USE OF THE INRIX APP WHEN THE INRIX APP IS BEING USED AND WHEN YOUR IPHONE'S GPS LOCATOR DEVICE IS ACTIVE, AND YOU MAY SHUT DOWN THE INRIX APP OR THE GPS LOCATOR DEVICE AT ANY TIME TO STOP INRIX FROM ACQUIRING YOUR INDIVIDUAL (BUT NON-PERSONALLY IDENTIFIABLE) INFORMATION.

THE INRIX APP IS PROVIDED "AS IS", "WITH ALL FAULTS", "AS AVAILABLE" AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. INRIX AND ITS INFORMATION PROVIDERS MAKE NO IMPLIED WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, OR ANY WARRANTY OR OTHER ASSURANCE THAT THE INRIX APP (OR ITS USE) WILL BE UNINTERRUPTED, ERROR-FREE, DELAY-FREE OR TIMELY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, INRIX AND ITS INFORMATION PROVIDERS AND APPLE, INC. SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGE OR LOSS, OR ANY OTHER DAMAGE OR LOSS WHATSOEVER, INCLUDING LOSS OF DATA, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. IF SOME JURISDICTIONS DO NOT PERMIT SUCH LIMITATIONS, THEY SHALL BE LIMITED TO THE MAXIMUM EXTENT POSSIBLE. INRIX MAY, AT ANY TIME, MODIFY ANY OF THE CONTENT OR OTHER PARTS OF THE INRIX APP, OR THESE TERMS, WITHOUT PROVIDING NOTICE OF SUCH MODIFICATION TO ANY USER.

Provided you comply with these Terms, INRIX grants you a personal, limited, non-exclusive and non-transferable license to install and use the INRIX App on any iPhone or iPod Touch that you own or control, subject to the iTunes App Store terms of service. This license does NOT entitle you to receive any hardcopy documentation, telephone assistance, support, updates or upgrades in relation to the INRIX App. You may use the INRIX App only as long as INRIX continues to service and make the INRIX App available. INRIX and its information providers retain all rights in relation to the INRIX App information, including without limitation all rights to information processed, distributed and collected hereunder. INRIX provides the INRIX App without charge, provided that - as the INRIX App is data dependent and data intensive - each time you send or receive data in the form of maps or directions, or request a search - data charges may be payable to your mobile carrier in accordance with your applicable data plan. Standard text message rates or roaming may apply, so check with your carrier and ask them what kind of data plan your contract covers.

These Terms are between you and INRIX, and not with Apple, Inc. Apple, Inc. will NOT be responsible for any claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty not disclaimed hereunder. Subject to the above disclaimers and limitations of liability, INRIX (and NOT Apple, Inc.) will be responsible for (a) any product warranties, whether express or implied by law (to the extent not effectively disclaimed); (b) any claims of you or any third party relating to the INRIX App or your possession and/or use of the INRIX App, including without limitation (i) product liability claims, (ii) any claim that the INRIX App fails to conform to any applicable legal or regulatory requirement, and (iii) claims arising under consumer protection or similar legislation; and (c) any third party claim that the INRIX App or your possession and use of the INRIX App infringes that third party's intellectual property rights, as well as the investigation, defense, settlement and discharge of any such intellectual property infringement claim. Other agreements or terms may govern your use of the iTunes Store or your acquisition or installation of iPhone applications. If these Terms are less restrictive upon you than the terms of those other agreements or terms, the more restrictive provisions shall apply. It is also understood and agreed that Apple, Inc. and INRIX have no obligation whatever to furnish any maintenance or support services in relation to the INRIX App. You agree that Apple, Inc. and its subsidiaries are third party beneficiaries hereunder, and that any of them shall have the right to enforce these Terms as a third party beneficiary. You represent and warrant that you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a "terrorist supporting" country, and that you are not listed on any US government list of prohibited or restricted parties.

1. WELCOME

INRIX, Inc., a Delaware corporation ("INRIX") has created these terms of use (as modified from time to time, the "INRIX Terms of Use") to supplement, and be incorporated by reference into, end user license agreements for various INRIX services (the "INRIX Services") offered, provided or to be provided from time to time by INRIX, or by any of INRIX's service providers, licensors, direct or indirect licensees, resellers or other contractually-related or affiliated parties (collectively, the "Service Providers"). Your use of the INRIX Services are all provided subject to your agreement to the supplemental terms below.

Please enjoy the INRIX Services, and read these INRIX Terms of Use carefully before accessing, installing or using any part of them. By accessing, installing or using any of them from time to time, or by accepting these INRIX Terms of Use (or any end user license agreement that incorporates them by reference), you agree to be bound by all these INRIX Terms of Use, as modified by INRIX from time to time. As used in the INRIX Terms of Use, all users of any of the INRIX Services or any INRIX website are collectively referred to as "users", and references to "you" and "your" refer to such users. Users should review such modifications by INRIX, as any use of the INRIX Services constitutes ongoing acceptance of all then-existing modifications.

2. USE OF THE INRIX SERVICES

INRIX grants to each permitted user of the INRIX Services a personal, limited, nontransferable, nonsublicensable, nonexclusive license to access and use the INRIX Services on your mobile devices, solely to access and use the INRIX Services. The INRIX Services are proprietary by nature, and shall only be accessed and used by permitted users who expressly agree upon INRIX's end user license agreement. INRIX, at any time, may modify any of the content or other parts of the INRIX Services without providing notice of such modification to any user. The INRIX Services may be accessed, downloaded or printed ONLY for your personal, non-commercial end use, and may not be used in any manner adverse to INRIX, or for competitive business or evaluation purposes. The INRIX Services (or any portion thereof), as well as all information related thereof, may not be copied, posted or distributed to others for any purpose whatever.

You should be careful not to use the INRIX Services while in or on a moving vehicle, and you assume total responsibility for all such use. You are also responsible for obtaining, at your own cost, all hardware and services necessary to access and obtain the INRIX Services, including all third party communications and display equipment, services and airtime. All users of the INRIX Services must be of sufficient legal age to enter into these INRIX Terms of Use, and to be bound by all its terms and conditions. You shall not install, use, export or re-export the Software, except in compliance with all applicable laws and regulations, including U.S. export control laws. By installing or downloading the Software, you represent and warrant that you are not located in, under the control of, or a resident or national of any country (or a person, or under the control of any person or entity) on the U.S. Treasury Department's list of Specially Designated Nationals, or the U.S. Commerce Department's Table of Deny Orders.

3. PROTECTION OF THE INRIX SERVICES

INRIX and/or its Service Providers reserve the right, without prior notice and without prejudice to such other rights as INRIX may have, to immediately suspend or terminate your access to and use of the INRIX Services, or in the event of use that INRIX (or any of the Service Providers) determines in its sole discretion may be unlawful, abusive or in violation of these INRIX Terms of Use or possibly fraudulent, or when reasonably necessary in INRIX' sole determination to protect INRIX' financial or other interests, or to preserve the integrity, operability or reputation of any element of the INRIX Services.

INRIX and its Service Providers (as well as any providing related services) reserve the right to cooperate with law enforcement and other legal authorities in investigating claims of illegal activity, and to provide information to third parties upon presentation of a valid court order from a governmental or legal entity with proper jurisdiction. You agree that the judgment of INRIX as to the validity of any such order shall be considered proper and final.

INRIX, at any time, may also monitor any use of the INRIX Services, but is under no obligation to do so. INRIX may disclose information regarding use of the INRIX Services for any reason if INRIX, in its sole discretion, believes that it is reasonable to do so, including in order to minimize fraud; comply with applicable laws, regulations, or governmental or legal requests; operate the INRIX Services properly; or protect itself and its users. Please see INRIX' separate privacy policy, as updated from time to time (the "INRIX Privacy Policy").

4. INTELLECTUAL RIGHTS

You acknowledge that all intellectual property rights in the INRIX Services (as well as the organization, design and content of services offered) are owned by INRIX or its Service Providers (or any third party offering the INRIX Services). INRIX owns all intellectual property rights relating to any INRIX website, including all copyrights, and to the name "INRIX". All other trademarks displayed or referenced by the INRIX Services are marks of their respective owners. Without the prior written permission of INRIX, you may not copy, distribute, post or transfer any material relating to the INRIX Services, in whole or in part. You may not remove any trademark or copyright notice that appears on any materials on or related to the INRIX Services.

The INRIX Services contain the confidential and proprietary information of INRIX and/or its Service Providers (or a third party offering the INRIX Services), and such parties shall have and maintain all intellectual property and other rights to the INRIX Services, including all data that may be collected from users hereunder. Users of the INRIX Services shall not reverse engineer, decompile, distribute, remarket or otherwise modify or attempt to modify the Software or any other component of the INRIX Services, including the INRIX-provided data, or breach or attempt to breach the security of (or seek to interfere with the operation or use of) the INRIX Services or the INRIX Websites.

5. DISCLAIMER OF WARRANTIES

THE INRIX SERVICES ARE PROVIDED ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS. INRIX AND ITS SERVICE PROVIDERS (AND ANY THIRD PARTY OFFERING THE INRIX SERVICES) DO NOT WARRANT THAT THE SOFTWARE OR INRIX SERVICES (OR THEIR USE) SHALL BE UNINTERRUPTED, ERROR-FREE, DELAY-FREE, TIMELY OR FREE OF HARMFUL COMPONENTS. INRIX AND ITS SERVICE PROVIDERS (AND ANY THIRD PARTY OFFERING THE INRIX SERVICES) DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE REGARDING ANY SOFTWARE, INFORMATION OR SERVICE PROVIDED OR OBTAINED THROUGH THE INRIX SERVICES. NO ADVICE, INFORMATION, SOFTWARE, PRODUCTS OR SERVICES GIVEN BY INRIX OR ANY OF ITS SERVICE PROVIDERS OR THEIR REPRESENTATIVES (OR ANY THIRD PARTY OFFERING THE INRIX SERVICES) SHALL CREATE A WARRANTY OR COMMITMENT OF ANY KIND.

6. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL INRIX OR ITS SERVICE PROVIDERS (OR ANY THIRD PARTY OFFERING THE INRIX SERVICES), 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, INCLUDING LOSS OF DATA OR PROFITS AND THE LIKE WHETHER OR NOT IN THE CONTEMPLATION OF THE PARTIES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF IT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (1) THE USE OF THE INRIX SERVICES, THIS WEBSITE OR ANY LINKS THEREIN TO OTHER SITES; (2) ANY INABILITY TO ACCESS OR USE EITHER THE INRIX SERVICES, OR ANY OF THE SOFTWARE, INFORMATION OR SERVICES CONTAINED IN OR ACCESSED THROUGH THE INRIX SERVICES; OR (3) ANY BREACH OF INRIX SECURITY THAT MAY REVEAL A USER'S ACCOUNT, CREDIT CARD OR OTHER INFORMATION. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS SET OUT ABOVE ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT, AND THAT THE INRIX SERVICES WOULD NOT BE PROVIDED TO YOU ABSENT SUCH LIMITATIONS. IN PARTICULAR, NEITHER INRIX NOR ANY OF THE FOREGOING PARTIES OR PERSONS SHALL BE LIABLE FOR ANY FAILURE TO PROVIDE SERVICES OR ACCESS, FOR ANY INCORRECT, IMPERFECT OR UNTIMELY INFORMATION, OR FOR ANY SOFTWARE INTERFACE OR OTHER PROBLEMS RELATING TO YOUR USE OF THE INRIX SERVICES.

7. INDEMNIFICATION

You shall indemnify, defend and hold harmless INRIX and its Service Providers (and any third party offering the INRIX Services) from and against any liability, loss, claim and expense (including reasonable legal fees) directly or indirectly arising out of or related to (i) your breach of these INRIX Terms of Use, and (ii) your use of any of the INRIX Services.

8. GOVERNING LAW AND COMPULSORY ARBITRATION

These INRIX 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. The parties expressly exclude and waive the application of the UN Convention on Contracts for the International Sale of Goods. Except as expressly provided below with respect to equitable remedies, any controversy, claim and/or dispute arising out of or relating to these INRIX Terms of Use (or the breach or subject matter hereof, including any action in tort or any question as to the existence of this agreement) shall be referred to and finally and exclusively settled by binding arbitration in Kirkland, Washington USA in accordance with the then-existing Commercial Arbitration Rules of the American Arbitration Association ("AAA"), and judgment upon the award rendered by the arbitrators may be entered in any court having applicable jurisdiction. Written notice of demand for arbitration shall be given to the other parties and to the AAA within 90 days after the controversy, claim or dispute has arisen or be barred. Controversies, claims and/or disputes shall be resolved by one (1) arbitrator selected by mutual agreement of the parties or, failing that agreement within 45 days after written notice demanding arbitration, by the AAA. All proceedings hereunder shall be in the English language, and any arbitrator shall have English as their first (mother-tongue) language. All decisions hereunder shall be in writing, and the arbitrator shall provide reasons for the decision. If any arbitration or action at law or in equity is necessary to enforce or interpret the terms of these INRIX Terms of Use or to protect the rights obtained thereunder, the prevailing party shall be entitled to such reasonable attorneys' fees and costs as the arbitrator may award. The foregoing arbitration provisions shall not, however, preclude other equitable remedies by INRIX, and in the event of a breach of these INRIX Terms of Use, INRIX shall be entitled to seek injunctive and other equitable relief without posting bond or proving that damages would not be an adequate remedy.

9. CONCLUDING PROVISIONS

These INRIX Terms of Use incorporate by reference any applicable INRIX Privacy Policy found on this INRIX Website (as updated from time to time), and may in turn be incorporated by reference into other terms. These collective terms contain the whole agreement between the parties relating to the subject matter of these documents. You acknowledge that you have not been induced to enter into this agreement by any representation, warranty or undertaking not expressly incorporated into it. INRIX and its Service Providers may make improvements or changes in the INRIX Services at any time without notice. INRIX may also unilaterally modify these INRIX Terms of Use (or any part thereof) at any time at its sole discretion, and such modifications shall be effective upon posting of the modified INRIX Terms of Use on this INRIX website or any related site. You shall be deemed to accept the modified INRIX Terms of Use by continuing to access or use of the INRIX Services on or after the date of modification.

The headings in these INRIX Terms of Use are for convenience only, and shall not affect any interpretation hereunder. As used herein, except to the extent the context otherwise requires: (1) the meanings of defined terms shall be equally applicable to both the singular and plural forms of the terms defined; (2) references to agreements and other documents or regulations shall be deemed to include all subsequent amendments and other written modifications expressly provided for hereunder; (3) any headings are for convenience of reference only, and shall not affect the construction or interpretation of these INRIX Terms of Use; (4) the words "hereof" or "herein" and the like refer to these INRIX Terms of Use as a whole, and not merely to the specific section or clause in which the respective word appears; (5) the words "including" or "excluding" and the like shall be deemed to always be followed by the words "without limitation"; and (6) the words "will", "must" and "shall" are used interchangeably herein, with the words "will" and "must" always meaning the obligatory "shall". No provision of these INRIX Terms of Use shall be construed against or interpreted to the disadvantage of any parties by reason of that party having drafted or proposed such provision.

No failure of INRIX to exercise, and no delay by it in exercising, any right, power or remedy hereunder shall operate as a waiver, nor shall any single or partial exercise of any right by INRIX preclude any other or further exercise of such right or the exercise of any other right. Any express waiver of any breach hereunder shall not be deemed to be a waiver of any subsequent breach. The provisions of these INRIX Terms of Use shall survive the expiration or termination of any use of the INRIX Services. If any provision in these INRIX Terms of Use shall be held to be illegal, invalid or unenforceable, in whole or in part, under any enactment or rule of law, such provision or part shall to that extent be deemed not to form part of this agreement, but the legality, validity and enforceability of the remainder of these INRIX Terms of Use shall not be affected. You represent and warrant that you have fully familiarized yourself with these INRIX Terms of Use (including the INRIX Privacy Policy, if any), and that this agreement is a legal, valid and binding obligation on you (subject to applicable laws).

Attribution

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