Inrix Traffic Application End User License Agreement

Effective Date: December 21, 2015

Please carefully read and review this agreement before you access, use, test, download or install the INRIX Traffic Application.

INRIX Traffic Application End User License Agreement (the “Agreement”)

Welcome and thank you for your interest in INRIX’s Traffic Application. The INRIX Traffic Application provides you with personalized traffic information. You may access, use and test the INRIX Traffic Application, including the services made available through or in connection with such application (collectively, the “Traffic App”) only on the condition that you agree to abide by the following terms.  INRIX, Inc. (“INRIX“) is providing this Traffic App for you to use, test and download, subject to your agreement to be bound by the terms and conditions set forth below. Your acceptance of the terms of this Agreement and/or your access, use, test, download and/or installation of the Traffic App shall be deemed as your acceptance of all of the terms, representations and undertakings set forth in this Agreement, without any qualification or exception.

This Agreement is a legal agreement between INRIX and you (either an individual or an entity/organization) stating the terms that govern your access, use, test, download and installation of the Traffic App. If you are using the Traffic App on behalf of an entity/organization, you are agreeing to this Agreement for that entity/organization and promising that you have the authority to bind that entity/organization to these terms. In that case, “you” and “your” will refer to that entity/organization. 

Unless you are a consumer located in a jurisdiction that prohibits the exclusive use of arbitration for dispute resolution, this Agreement provides that all disputes between you and INRIX will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract, except for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and your claims cannot be brought as a class action. Please review Section 25 below, titled “Dispute Resolution and Arbitration” for the details regarding your agreement to arbitrate any disputes with INRIX.

If you do not agree to be bound by this Agreement you may not access, use, test, download and/or install the Traffic App. You can remove this Traffic App through a standard uninstall process.

If you have any questions about this Agreement, please contact us at support@inrixtraffic.zendesk.com.

This Agreement governs both the current version of the Traffic App and any updated and upgraded version of the Traffic App. Your acceptance of the terms herein constitutes acceptance to be bound by such terms both with respect to the current version of the Traffic App and any updated and upgraded Traffic App version.

BY YOUR AFFIRMATIVE ACT OF CLICKING THE ACCEPTANCE BUTTON, OR ACCESSING, DOWNLOADING AND/OR USING THE TRAFFIC APP, YOU ARE SIGNIFYING ELECTRONICALLY THAT:

  • YOU AGREE TO BE BOUND AND ABIDE BY THE TERMS OF THIS AGREEMENT.
  • YOU ARE AWARE THAT ONLY THE USER WHO DOWNLOADED THE TRAFFIC APP AND AGREED TO THE TERMS HEREIN IS LICENSED THE RIGHT TO USE TRAFFIC APP.
  • YOU ARE FULLY AWARE THAT THE TRAFFIC APP IS MERELY A SUPPLEMENTAL TRIP PLANNING AND ROUTING AID TO USERS, WHICH IS NOT INTENDED TO REPLACE A DRIVER’S ATTENTION TO TRAFFIC CONDITIONS, HIS/HER JUDGMENT WHILE DRIVING, OR HIS/HER RESPONSIBILITY FOR OPERATING A VEHICLE IN A SAFE MANNER.
  • YOU AGREE NOT TO LOOK AT THE DISPLAY SCREEN WHILE DRIVING, NOR USE THE BUTTONS OF THE TRAFFIC APP WHILE DRIVING.
  • YOU AGREE THAT YOU SHALL NOT USE THE TRAFFIC APP IF THIS IS ILLEGAL UNDER YOUR LOCAL LAWS OR IF IT DISTRACTS YOU FROM YOUR DRIVING OR IF MOUNTING A DEVICE SUCH AS A MOBILE PHONE ON THE WINDSHIELD OR WINDOWS OF A CAR IS ILLEGAL IN THE STATE OR COUNTRY IN WHICH YOU INTEND TO USE THE APP.

WARNING!

1.  Driving Tool

The Traffic App is merely a supplemental aid to trip planning and routing. It can never replace a driver’s attention to traffic conditions, his/her judgment or his/her responsibility for operating a vehicle in a safe and legal manner.

You acknowledge and agree that:

  • The Traffic App does not replace any functions you would ordinarily perform in driving a motor vehicle, nor does it decrease the need for you to stay vigilant and alert in all driving conditions, to conform to all safe driving standards and practices, and to obey all traffic laws, rules and regulations.
  • The Traffic App is not an automated driving system and it does not act as a substitute for any aspect of driver vehicle control or safe driving practices. You are strongly cautioned not to rely on the Traffic App as a substitution, to even the slightest degree, for the exercise of due caution and for safe driving practices.
  • You should exercise caution in using the Traffic App. Always maintain full concentration on the road. Never wait for the Traffic App to intervene in a potential collision situation. You are always responsible for maintaining a safe distance to the vehicle ahead
  • While driving you must not look at the Traffic App display screen or use the Traffic App’s buttons. The display screen and buttons are intended to be used only by a passenger sitting next to the driver. Looking at the display screen and using the buttons while driving will distract your attention.

THE TRAFFIC APP IS NOT INTENDED TO REPLACE SAFE DRIVING OR ANY OTHER SAFETY SYSTEM AND WILL NOT CATCH ALL WARNINGS. KEEP YOUR EYES ON THE ROAD!

WARNING!

2. Traffic App Limitations

You acknowledge and agree that the Traffic App cannot and does not guarantee 100% accuracy in providing warnings of all potential road hazards, or that the warnings it issues could be in error.  

WARNING!

3. Traffic App may heat up the mobile device

You acknowledge that you are aware that the Traffic App requires a lot of processor power and as a result the batteries of the mobile device may run out of power and likewise the mobile device may heat up. Such heat could cause damage to your mobile device. The license granted herein is subject to your agreement that INRIX is not responsible in any way for any of the above effects.

WARNING!

4. Experimental Traffic Preview Application

You acknowledge that the Traffic App is currently offered in an experimental, beta format. It may contain errors, bugs, inaccuracies, or other problems, and may not be fully functional.

You agree not to disclose to any third party any benchmarks, performance results, or other information relating to the Traffic App.

INRIX is under no obligation to provide you with any error corrections, updates, upgrades, bug fixes and/or enhancements.

INRIX reserves the right to modify, suspend or stop the access and use of the Traffic App (or any part thereof).

You agree that INRIX shall not be liable to you or any third party nor shall you have any remedy for any modification, cessation or termination of the Traffic App (including modification, cessation or termination of your right to use the Traffic App). You acknowledge that INRIX has no express or implied obligation to provide, or continue to provide, the Traffic App, or any part thereof, now or in the future.

5. Third Party Products and Services

To the extent any third party products or services are (or will be) integrated into the Traffic App forming components of the Traffic App, the use of these third party products and services is governed by the terms and privacy policies of those third party vendors who have authorized INRIX to integrate or offer these third party products or services as part of the Traffic App. INRIX is not responsible for, nor does it warrant in any way, these third party products or services. INRIX does not act as an agent or representative of these third party vendors.

If you wish to download, use, install or test these third party products or services, you agree to execute all the documentation required by these third party vendors for such download, use, installation or testing, and to download, use, install or test in compliance with such documentation.

6. Feedback and Information on the Traffic App’s Use

You acknowledge that feedback concerning users’ experiences with the Traffic App is essential to the improvement of the Traffic App.

You agree that INRIX and its designees will be free to copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense through multiple tiers of distribution and licensees, incorporate and otherwise use in any manner and without limitation the feedback and information collected from the Traffic App, including your use, and to create derivative works, for any and all commercial or non-commercial purposes, to the fullest extent permitted under applicable law, and insofar as permitted under the INRIX Traffic App Privacy Policy (http://inrix.com/privacy-policy) .

7. License Grant

INRIX grants you, subject to all terms of this Agreement and your compliance with its terms, a personal, limited, non-exclusive, non-sublicensable, non-transferable license to access, use, test, download and/or install a single copy of the Traffic App on your mobile device for a limited time which may be terminated at-will by INRIX, to the fullest extent permitted under applicable law.

All rights not expressly granted by INRIX in this Agreement are expressly reserved.

This license does not entitle you to receive from INRIX hard-copy documentation, support, telephone assistance, or enhancements or updates to the Traffic App.

To the fullest extent permitted under applicable law, INRIX reserves the right to alter – either temporarily or permanently, at any time or from time to time, with or without prior notice to you – features, licensing terms, or other characteristics of any version of the Traffic App that it releases. Changes to the licensing terms (including this Agreement) will be posted on http://inrix.com/terms and/or notified to you through other reasonable means, and will be effective upon posting.

INRIX may periodically review your compliance with this Agreement. You agree to provide INRIX or an independent auditor with relevant records upon request.

The Traffic App may not be used by United States government end users. In the event this provision is found invalid, then if the Traffic App is used or accessed by or on behalf of the United States government end users, such use or access is subject to the following provision: the Traffic App and any related documentation are deemed “commercial computer software” and “commercial computer software documentation”, respectively, within the meaning of the applicable civilian and military federal acquisition regulations and any supplement thereto. If the user of the Traffic App is an agency, department, employee, or other entity of the United States government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Traffic App, including technical data, manuals or other accompanying documentation, is restricted by the terms, conditions and covenants contained in this Agreement.

8. Restrictions

The Traffic App is provided for your personal informational use only. You may not access, use, test, download and/or install the Traffic App for any illegal or unauthorized purpose. You must not, in the access, use, test, download and/or installation of the Traffic App, violate any laws in your jurisdiction. By accessing, using, testing, downloading and/or installing the Traffic App, you agree that, unless otherwise expressly permitted in this Agreement or by applicable law, you may not:

  1. Reproduce, republish, display, or distribute the Traffic App;
  2. Distribute, encumber, sell, rent, lease, loan, sublicense, assign, or otherwise transfer your rights to the Traffic App (or any parts thereof);
  3. Modify or create any derivative works based on the Traffic App, including by way of customization, translation, or localization;
  4. Copy, reproduce, reuse in another product or service, modify, alter, or display in any manner any files, or parts thereof, included in the Traffic App;
  5. Decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of the Traffic App, or in any way ascertain, decipher, or obtain the communications protocols for accessing the underlying ideas or algorithms of the Traffic App (e.g. in an effort to develop another application or services that provide similar or substitute or complimentary functionality to the Traffic App);
  6. Create or use any software other than as authorized by INRIX;
  7. Incorporate, integrate or otherwise include the Traffic App or any portion thereof (including the communications protocols) into any software, program or product;
  8. Access, use, test, download and/or install the Traffic App in any way that violates this Agreement, or any other agreements to which you are a party, or any law by which you are bound;
  9. Remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in or on the Traffic App (“Trademarks and Notices”), or use, copy, modify, or publicly display these Trademarks and Notices.
  10. Permit any third party to use the Traffic App.
  11. Use the Traffic App on any mobile device you do not control or own.
  12. Use the Traffic App in a manner inconsistent with INRIX’s acceptable use policy as it may be published from time to time on INRIX’s Website or in the App.

9. Updates and Upgrades

INRIX may provide updates, upgrades, modifications, and/or patches to address issues such as – but not limited to – security, interoperability, and performance (collectively “Updates“). INRIX may notify you of such Updates through email and/or other communication tools. By using the Traffic App you agree to keep the installation of the Traffic App updated to the most recent release. Your use of the Updates shall be governed by this Agreement (as modified from time to time).

10. Proprietary Rights

INRIX and its licensors retain and reserve all title, ownership, and intellectual property rights in the Traffic App. The Traffic App is patent pending. You agree that you will not take any action to interfere with INRIX’s or its licensors’ ownership of or rights in the Traffic App. Title and related rights in the content available in and through the Traffic App are the property of the applicable content owners and are protected by applicable law. These laws restrict your rights with respect to such content. Some of the content may also include security measures designed to control access and prevent unauthorized copying and use of copyrighted materials. You agree not to interfere with any such security components. The license granted under this Agreement gives you no rights in or to such content. INRIX and its licensors own all trademarks used in connection with the Traffic App, and no license to use any such trademarks is provided hereunder. Other trademarks used with the Traffic App are the property of their respective owners.

11. Privacy

INRIX collects certain information from you and your device in connection with your use of the Traffic App.  Additionally, the Traffic App collects and stores certain information about you on your device.   INRIX takes certain measures to safeguard information collected from or about you and your use of the Traffic App.  Our data privacy and security practices are described in detail in the Traffic App Privacy Policy, which is available at http://inrix.com/privacy-policy .  The Traffic App Privacy Policy is hereby incorporated into this Agreement by reference.  By downloading or using the Traffic App, you consent to the collection, use, and disclosure of information described in the INRIX Privacy Policy.

12. Content

To the fullest extent permitted under applicable law and as further described in our Privacy Policy, you agree that advertisements, promotions and links to third parties’ sites may be displayed when you access, use, and test the Traffic App. To the fullest extent permitted under applicable law and as further described in our Privacy Policy, you hereby agree that such advertisements, promotions and links to third parties’ sites may be displayed on your mobile device.

You understand that all information which you may have access to as part of, or through your use of, the Traffic App (including advertisements and promotions) is the sole responsibility of the person from which such content originated (all such information is referred to below as “Content”), to the fullest extent permitted under applicable law.

You should be aware that Content presented to you, including but not limited to advertisements and sponsored Content may be protected by intellectual property rights which are owned by third parties. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part).

You understand that by using the Traffic App you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, your use of the Traffic App is at your own risk. You acknowledge and agree that INRIX is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Content.

13. Distributors of Traffic App

You acknowledge and agree that distributors of the Traffic App and their Affiliates and each of their respective officers, directors, employees, agents, representatives, licensees, successors and assigns (collectively, the “Distributors’ Parties”) are excluded from any and all liability whatsoever in connection with the Traffic App made, in relation to the sale, distribution or use thereof, or the performance or non-performance of that application, and the Distributors’ Parties are third party beneficiaries of this provision.

14. Your Representations

You represent and warrant that (a) you understand and will abide by the terms of this Agreement, (b) you have the capacity to agree to these terms, (c) you will access, use, test, download and/or install the Traffic App only for lawful purposes and in accordance with this Agreement, (d) you will not access, use, test, download and/or install the Traffic App in violation of any applicable law, or any right of INRIX, its licensors, or any third party, including, without limitation, any right of privacy, publicity, copyright or trademark, and (e) any registration information you give to INRIX will always be accurate, correct and up to date.

15. Termination

To the fullest extent permitted under applicable law, INRIX reserves the right, in its sole discretion, to terminate your (or to users in general) access, use and testing rights to, all or part, of the Traffic App at any time, with or without notice.

Your right to access, use, and test, the Traffic App shall terminate on the earlier of:

  1. the date INRIX decided to terminate your (or users in general) access, use and testing of the Traffic App (including as a result of a legal requirement).
  2. the date you have breached this Agreement.
  3. the date you uninstall the Traffic App.

Termination of the right to access, use, and test, the Traffic App may likewise terminate as a result of the termination of the relationship between INRIX and the site/app store/market from which you downloaded the Traffic App to your device.

In the event of any termination or expiration of this Agreement, all the terms of this Agreement save for those terms governing your right to access, use, test, download and/or install the Traffic App (for example, INRIX’s proprietary rights in the Traffic App, and its right to seek injunctive relief) shall survive such termination or expiration. Termination of your right to access, use, test, download and/or install the Traffic App shall not entitle you to any right or remedy against INRIX or anyone acting on its behalf, to the fullest extent permissible under applicable law.

Upon termination, you shall destroy all copies of the Traffic App in your possession.

You may stop using the Traffic App at any time. However, this Agreement will continue to bind.

16. Injunctive Relief

To the fullest extent permitted under applicable law, you acknowledge and agree that, notwithstanding any other provisions of this Agreement, your breach or threatened breach of this Agreement shall cause INRIX irreparable damage for which recovery of money damages may be inadequate and that INRIX, therefore, may obtain timely injunctive relief to protect its rights under this Agreement and/or the law in addition to any and all other remedies available at law or in equity.

17. Disclaimer of Representations and Warranties

YOUR ACCESS, USE, TEST, DOWNLOAD AND/OR INSTALLATION OF THE TRAFFIC APP IS AT YOUR SOLE RISK AND COST. THE TRAFFIC APP, THE INFORMATION PROVIDED BY AND THROUGH IT AND OTHER CONTENT (ALL OF WHICH SHALL BE REFERRED TO HEREIN AS “INFORMATION”) IS PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”, WITHOUT PREJUDICE TO WARRANTIES IMPLIED BY LAW, SUCH AS LEGAL GUARANTEES OF CONFORMITY FOR GOODS OFFERED TO CONSUMERS IN THE EU.

IN PARTICULAR, INRIX, ITS AFFILIATES, DIRECTORS, EMPLOYEES, LICENSORS AND DISTRIBUTORS (COLLECTIVELY, THE “INRIX GROUP“) DO NOT REPRESENT TO YOU AND EXPRESSLY DISCLAIM THAT: (A) YOUR USE OF THE TRAFFIC APP AND THE INFORMATION AVAILABLE ON OR THROUGH THE APPLICATION WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE TRAFFIC APP WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS, (C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR ACCESS, OR USE OF THE TRAFFIC APP WILL BE TIMELY, ACCURATE OR RELIABLE, AND (D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE TRAFFIC APP WILL BE CORRECTED, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

THE INRIX GROUP EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY, VIRUS FREE, FREEDOM FROM DEFECTS, ABILITY TO OPERATE ON AN UNINTERRUPTED BASIS, SATISFACTORY QUALITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE OR NEED, OR RELIABILITY, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

THE INRIX GROUP DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE ACCESS, USE, TEST, DOWNLOAD AND/OR INSTALLATION OF THE TRAFFIC APP AND INFORMATION OR THE RESULTS (INCLUDING INFORMATION) OF THE ACCESS, USE, TEST, DOWNLOAD AND/OR INSTALLATION OF THE TRAFFIC APP IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE, OTHER THAN THE WARRANTIES AND REPRESENTATIONS IMPLIED BY LAW.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOADING OF ANY INFORMATION OR CONTENT, INCLUDING BUT NOT LIMITED TO THE TRAFFIC APP.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY INRIX OR AN INRIX AUTHORIZED REPRESENTATIVE OR ON INRIX’S WEBSITE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAW.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE INRIX GROUP HAS NO LIABILITY WITH RESPECT TO YOUR ACCESS, USE, TEST, DOWNLOAD AND/OR INSTALLATION OF THE TRAFFIC APP. YOU BEAR THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE TRAFFIC APP. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO ACCESS, USE, TEST, DOWNLOAD AND/OR INSTALLATION OF THE TRAFFIC APP IS AUTHORIZED UNDER THIS AGREEMENT EXCEPT UNDER THIS DISCLAIMER.

TRAFFIC APP IS NOT INTENDED TO REPLACE SAFE DRIVING OR ANY OTHER SAFETY SYSTEM AND WILL NOT CATCH ALL WARNINGS. KEEP YOUR EYES ON THE ROAD!

18. Limitation of Liability

18.1. In the event you received the license to the Traffic App free of charge

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY DISPUTE WITH THE INRIX GROUP UNDER OR RELATING TO THIS AGREEMENT, THE TRAFFIC APP, OR TO YOUR USE OF THE TRAFFIC APP, OR INFORMATION COLLECTED BY IT, ARE TO DISCONTINUE PARTICIPATING AS A USER OF THE APPLICATION.

IN NO EVENT WILL THE INRIX GROUP BE LIABLE FOR:

  1. ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU OR OTHERS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) INCLUDING, BUT NOT LIMITED TO, IN CONNECTION WITH THE TRAFFIC APP, AND YOUR USE OF THE TRAFFIC APP, OR INFORMATION COLLECTED BY IT, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW. THIS SHALL INCLUDE, BUT IT IS NOT LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, HARM TO YOUR MOBILE DEVICE, COST OF PROCUREMENT OF SUBSTITUTE GOODS, OR ANY OTHER PERSONAL OR OTHER LOSS.
  2. ANY LOSS OR DAMAGE INCURRED BY YOU OR OTHERS, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF THE INFORMATION OR OTHER CONTENT OR ON THE PERFORMANCE OF THE TRAFFIC APP, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE LIMITATIONS ON THE INRIX GROUP’S LIABILITY SHALL APPLY WHETHER OR NOT THE INRIX GROUP HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE ARISING; AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY PROVIDED HEREIN.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. FURTHERMORE, NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT INRIX’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OR FOR FRAUD.

THIS SECTION DOES NOT EXCLUDE OR LIMIT LIABILITY OF THE INRIX GROUP FOR LIABLITIES THAT CANNOT BE LIMITED OR EXCLUDED BY LAW. NOTHING IN THESE TERMS AFFECTS YOUR LEGAL RIGHTS AS A CONSUMER. FOR INSTANCE, IF YOU ARE A UK CONSUMER YOU MAY HAVE CERTAIN REMEDIES IF YOUR DEVICE IS DAMAGED BY DIGITAL CONTENT WE HAVE SUPPLIED AND WE HAVE NOT USED REASONABLE SKILL AND CARE.

You will not bring a legal action against the INRIX Group more than two years after the cause of action arose, unless otherwise provided by applicable law without the possibility of contractual waiver.

18.2. In the event you paid any fees for the license to the Traffic App

THE INRIX GROUP’S TOTAL LIABILITY FOR ANY DIRECT DAMAGES INCURRED BY YOU RELATING TO THIS AGREEMENT, THE TRAFFIC APP, TO YOUR USE OF THE TRAFFIC APP, OR INFORMATION COLLECTED BY IT, WILL NOT EXCEED THE AMOUNT OF CONSIDERATION ACTUALLY PAID BY YOU TO INRIX IN THE SIX MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE, AND YOU HEREBY WAIVE AND RELEASE THE INRIX GROUP FROM THE OBLIGATION TO PAY DAMAGES OR ANY OTHER COMPENSATION HIGHER THAN SUCH AMOUNT, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW.

NOTWITHSTANDING THE ABOVE, NO DAMAGES SHALL BE PAID IN THE EVENT THAT: (i) INRIX DETERMINED THAT UNER YOUR LOCAL LAWS, THE USE OF THE TRAFFIC APP IS PROHIBITED, (ii) A COURT ORDERED INRIX TO CEASE THE USE OF THE TRAFFIC APP, OR (iii) INRIX CEASED ITS OPERATIONS, OR CEASED TO DISTRIBUTE THE TRAFFIC APP FOR ANY REASON (FOR EXAMPLE, BECAUSE INRIX DETERMINED THAT IT AND/OR ITS LICENSORS NO LONGER HAVE RIGHTS IN THE TRAFFIC APP ALLOWING IT TO DISTRIBUTE THE TRAFFIC APP), TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW.

SUBJECT TO THE FOREGOING REMEDY, IN NO EVENT WILL THE INRIX GROUP BE LIABLE FOR:

  1. ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU OR OTHERS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) INCLUDING, BUT NOT LIMITED TO, IN CONNECTION WITH THE TRAFFIC APP, AND YOUR USE OF THE TRAFFIC APP, OR INFORMATION COLLECTED BY IT, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW. THIS SHALL INCLUDE, BUT IT IS NOT LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, HARM TO YOUR MOBILE DEVICE, COST OF PROCUREMENT OF SUBSTITUTE GOODS, OR ANY OTHER PERSONAL OR OTHER LOSS.
  1. ANY LOSS OR DAMAGE INCURRED BY YOU OR OTHERS, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF THE INFORMATION OR OTHER CONTENT OR ON THE PERFORMANCE OF THE TRAFFIC APP, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE LIMITATIONS ON THE INRIX GROUP’S LIABILITY SHALL APPLY WHETHER OR NOT THE INRIX GROUP HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE ARISING; AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY PROVIDED HEREIN.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. FURTHERMORE, NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT INRIX’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OR FOR FRAUD.

THIS SECTION DOES NOT EXCLUDE OR LIMIT LIABILITY OF THE INRIX GROUP FOR LIABLITIES THAT CANNOT BE LIMITED OR EXCLUDED BY LAW. NOTHING IN THESE TERMS AFFECTS YOUR LEGAL RIGHTS AS A CONSUMER. FOR INSTANCE, IF YOU ARE A UK CONSUMER YOU MAY HAVE CERTAIN REMEDIES IF YOUR DEVICE IS DAMAGED BY DIGITAL CONTENT WE HAVE SUPPLIED AND WE HAVE NOT USED REASONABLE SKILL AND CARE.

You will not bring a legal action against the INRIX Group more than two years after the cause of action arose, unless otherwise provided by applicable law without the possibility of contractual waiver.

19. Indemnification

Upon a request by INRIX, you agree to defend, indemnify, and hold harmless the INRIX Group from all liabilities, claims, and expenses, including attorney’s fees that arise from your access, use, test, download and/or installation of the Traffic App in a manner not in strict conformance with this Agreement (or from an unauthorized access, use, of the copy of the Traffic App which you downloaded, by another driver), to the fullest extent permitted under applicable law. INRIX reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with INRIX in asserting any available defenses, to the fullest extent permitted under applicable law.

20. Electronic Delivery Policy and Your Consent

You understand that INRIX communicates and transacts with its users electronically or on-line. You consent to receive all communications, including notices, agreements, legally required disclosures or other information in connection with the Traffic App or to you as a user of the Traffic App (collectively, “Electronic Notices“) electronically from INRIX.

You understand and agree that INRIX can send you electronic notices by (i) e-mail to an e-mail address you provide to INRIX for notices, and/or (ii) by posting the notices on a main page or channel page of the Traffic App, including for the avoidance of doubt INRIX’s website. You hereby expressly consent to receive notice through such means, and expressly consent to receive ads from INRIX (you may unsubscribe from such ads), to the fullest extent permitted under applicable law and as further described in our Privacy Policy. Please read our Privacy Policy (http://inrix.com/privacy-policy/) to learn more about our electronic communications practices.

To the fullest extent permitted under applicable law, all registrations, agreements, and terms will be completed electronically and will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing. The delivery of any Electronic Notice from INRIX is effective when sent/posted by INRIX, regardless of whether you read the communication when you receive it or when it is posted, to the fullest extent permitted under applicable law. You may withdraw your consent to receive notices electronically by sending an email to support@inrixtraffic.zendesk.com; however, if you choose to withdraw consent, this Agreement, your license to access, use or test the Traffic App will automatically terminate, to the fullest extent permitted under applicable law.

21. Electronic Contracts and Records

For all purposes under this Agreement and all other purposes under applicable law, an electronic communication of any kind shall be deemed (i) a “writing” and “written”; (ii) “signed”; and (iii) when printed from electronic files or records established and maintained in the normal course of business, an “original business record”, to the fullest extent permitted under applicable law. You expressly waive any right to object to the validity or enforceability of this Agreement or any other electronic communication on the ground that a “statute of frauds” or any other law requires that agreements be in writing or signed by the bound party, to the fullest extent permitted under applicable law. Electronic communications, if introduced as evidence in any proceedings, shall be admissible as between the parties to the same extent and under the same conditions as business records originated and maintained in paper form, to the fullest extent permitted under applicable law.

22. General Legal Terms

This Agreement includes the Traffic App Privacy Policy (http://inrix.com/privacy-policy/) and the INRIX Traffic App Terms and Conditions (http://inrix.com/terms).  This Agreement constitutes the entire agreement between you and INRIX concerning the Traffic App. This Agreement supersedes all representations, agreements and other communications regarding the Traffic App.

Regardless of the site/app store/market from which the Traffic App was downloaded, the terms and conditions in this Agreement govern the use, access or testing of this Traffic App. You may not rely on any terms and conditions contained in the site/app store/market from which you downloaded this Traffic App, including those terms that add, modify, or conflict with the terms and conditions in this Agreement.

INRIX may amend this Agreement from time to time in its sole discretion either by posting the new terms on an INRIX website or in the Traffic App, or by notifying you of the new terms through other reasonable means, in accordance with applicable law. You acknowledge your agreement to have these changes/ amendments apply for your access, use, test, download and/or installation of the Traffic App (and/or any other rights which you have hereunder) following the posting of the new terms on an INRIX website or in the Traffic App, or your notification of such terms through other means. The amended Agreement shall replace the previous agreement and shall constitute the entire agreement between you and INRIX concerning the Traffic App.

If any term of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable, that term shall be construed to reflect the parties’ original intent, and the remaining portions shall remain in full force and effect, or INRIX may at its option instead terminate this Agreement, to the fullest extent permissible pursuant to applicable law.

A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof.

You may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein. INRIX reserves the right to assign this Agreement to any third party, including but not limited to by way of merger. Notice of such assignment shall be posted on an INRIX website or through other reasonable means.

Neither party shall be in default or be liable for any delay, failure in performance resulting directly or indirectly from any cause beyond its reasonable control.

You agree that members of the INRIX Group have the benefit of those provisions in this Agreement which are for their benefit (such as disclaimer of representations and warranties, limitation of liability and indemnification), and may rely on and enforce such terms. You likewise agree that Distributors’ Parties likewise have the benefit of those provisions in this Agreement which are for their benefit (distributors of Traffic App), and may rely on and enforce such terms.

23. Compliance with Local Law/ Export

The parties confirm that this Agreement and all related documentation are and will be in the English language, unless they have been provided to you in another language.

You are responsible for complying with any applicable law in your jurisdiction which might impact your right to access, use, test, download and/or install the Traffic App; and you represent that you have complied with any regulations or registration procedures required by applicable law to make this license (and all the terms herein) enforceable.

You acknowledge that the Traffic App is subject to United States export control laws. The Traffic App may not be used in Cuba; Iran; North Korea; Sudan; or Syria or any country that is subject to an embargo by the United States.

24. Law and Jurisdiction

To the fullest extent permissible pursuant to applicable law, the laws of the state of Washington, USA (excluding its conflicts of laws rules) govern all matters arising out of or relating to this Agreement, including without limitation, its validity, interpretation, construction, performance and enforcement.

The competent state and federal courts sitting in King County, Washington, USA shall have exclusive jurisdiction with respect to any dispute or disagreement arising out of or relating this Agreement, and you consent to their exclusive jurisdiction Notwithstanding the above, INRIX retains the right to seek judicial assistance from other courts: (i) to obtain interim measures (including injunctions or other equitable relief) of protection; and (ii) to enforce any decision of the state and federal courts sitting in King County, Washington, USA. If you are a consumer located in the EU, such jurisdiction of the King County courts will be non-exclusive.

25.  Dispute Resolution and Arbitration

Generally. In the interest of resolving disputes between you and INRIX in the most expedient and cost effective manner, you and INRIX agree that every dispute arising in connection with this Agreement will, unless you are a consumer located in the EU, be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND INRIX ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW.

Exceptions. Despite the provisions of the preceding paragraph (“Generally”), nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.

Arbitrator. Any arbitration between you and INRIX will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting INRIX.

Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail (“Notice”). INRIX’s address for Notice is: INRIX, Inc., 10210 NE Points Dr., Suite 400, Kirkland, WA 98033. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or INRIX may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or INRIX must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, INRIX will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by INRIX in settlement of the dispute prior to the arbitrator’s award; or (iii) $1000.

Fees. If you commence arbitration in accordance with this Agreement, INRIX will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in King County, Washington, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse INRIX for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

No Class Actions. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, YOU AND INRIX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and INRIX agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding, to the fullest extent permissible pursuant to applicable law.

Enforceability. If the preceding paragraph (“No Class Actions”) is found to be unenforceable or if the entirety of this Section 25 is found to be unenforceable, then the entirety of this Section 25 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 24 will govern any action arising out of or related to this Agreement.

Modifications. If INRIX makes any future change to this arbitration provision (other than a change to INRIX’s address for Notice), you may reject the change by sending us written notice within 30 days of the change to INRIX’s address for Notice, in which case your account with INRIX will be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject, will survive.

26. Notice Regarding Apple.

If you are using our App on an iOS device, the terms of this Section 26 apply. You acknowledge that this Agreement is between you and INRIX only, not with Apple, and Apple is not responsible for the Traffic App or its content. Apple has no obligation to furnish any maintenance or support services with respect to the Traffic App. If the Traffic App fails to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the Traffic App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Traffic App. Apple is not responsible for addressing any claim by you or any third party relating to the Traffic App or your possession or use of the Traffic App, including: (a) product liability claims; (b) any claim that the Traffic App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement or discharge of any third party claim that the Traffic App or your possession and use of the mobile application infringe that third party’s intellectual property rights. You agree to comply with any applicable third party terms when using the Traffic App. Apple and Apple’s subsidiaries are third party beneficiaries of Sections 5 and 13 of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Section 26 of this Agreement against you. You hereby represent and warrant that: (i) 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.