- WEBSITE USE AND LIMITED LICENSE. In your use of the Website, you may download and use the content, data, text, graphics, and images (collectively the “Materials”) displayed on the Website solely for your internal use. You may not download or use the Materials for any other purpose. You must retain and not alter copyright and other proprietary notices on the Materials. You are granted a limited, non-exclusive, revocable, non-transferable, and non-sublicensable right to access and use the Website and download or print the Materials for only for the permitted use
- WEBSITE ACCESS. You are responsible for maintaining the confidentiality of any user information you create, including your username or password, and will accept responsibility for all activities that occur under your account. You will notify INRIX immediately If the confidentiality of your account is compromised in any manner. INRIX reserves the right to take any action as necessary to ensure the security of the Website and your account, including without limitation suspending or terminating your account, changing your password, or requesting additional information.
- PROHIBITED USES. You shall not do anything that threatens the integrity, availability, accessibility or operation of the Website. Additionally, except as agreed to otherwise by INRIX or its licensors, you may not: (a) publish, distribute, modify, or prepare commercial derivative works based on the Materials; (b) market, sell, or make commercial use of the Website or Materials; (c) systematically collect and use any data or content, including by using any data mining tools or software such as spiders, scrapers, robots, or similar data gathering and extraction methods; (d) use, frame, or utilize framing techniques to enclose any portion of the Website; (e) use “INRIX,” the INRIX logo, or other proprietary graphic or trademark of INRIX to link to the Website; (f) use, copy, imitate trademarks and service marks displayed on the Website; (g) use the Website in a manner that violates applicable laws or regulations; (h) interfere with any other party’s use and enjoyment of the Website; (i) distribute or upload any computer virus, Trojan, malware or other files or programs that interrupt, destroy, or limit the functionality of the Website; (j) misrepresent the timing, source, content, or availability of the Materials on the Website; or (k) reverse engineer, decompile, or disassemble the Materials or the Website. Any unauthorized use of the Website or Materials in INRIX’s sole discretion will terminate the license granted by this Agreement, and may violate applicable laws. All violators will be prosecuted to the fullest extent of the law.
- SUBMISSIONS. By providing us any suggestions, comments, information or other materials (collectively “Submissions”), or by posting such Submissions to any area of the Website, you grant us a worldwide, non-exclusive, sublicensable, assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute, sell, or create derivative works of, the Submissions for any purpose without compensation to you. You also grant INRIX the right to use your name in connection with the Submissions and related information, including for marketing or commercial purposes.
- OWNERSHIP. INRIX, and its licensors and suppliers own, and will continue to own, all right, title, and interest (including all intellectual property and other proprietary rights) in and to the Website, any underlying INRIX data, the Materials, and all derivations and compilations thereof. Except for the limited license granted herein, nothing in this Agreement will be deemed to grant, transfer or assign to you any right, title, interest or ownership of the Website, Materials, underlying data and information, or any other INRIX proprietary materials or technology, all of which is hereby expressly reserved by INRIX or its licensors and suppliers. If the INRIX data or Materials are merged, incorporated or combined into any software, hardware, or other data, the INRIX data and Materials will continue to be subject to the provisions of this Agreement, and INRIX will retain ownership of the underlying INRIX data or Materials.
- COPYRIGHT INFRINGEMENT. INRIX respects the intellectual property of others. If you believe that your work has been copied and posted on the Website in a way that constitutes copyright infringement, contact INRIX immediately. You must provide the following written information to Legal@inrix.com: (a) signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed upon; (c) a description of where the material that you claim is infringing is located on the Website; (d) your address, telephone number, and e-mail address; (e) your statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) your statement, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
- DISCLAIMERS AND WARRANTIES. THE WEBSITE AND MATERIALS should not be construed as professional advice on any subject matter, and ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE, MATERIALS, OR THE UNDERLYING INFORMATION, CONTENT, DATA, PRODUCTS, OR SERVICES AVAILABLE THROUGH THE WEBSITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE AND MATERIALS IS AT YOUR SOLE RISK AND RESPONSIBILITY. INRIX AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE WEBSITE, MATERIALS, OR THE UNDERLYING INFORMATION, CONTENT, DATA, PRODUCTS, OR SERVICES AVAILABLE THROUGH THE WEBSITE. INRIX AND ITS LICENSORS AND SUPPLIERS CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE WEBSITE OR MATERIALS WILL BE ERROR-FREE, UNINTERRUPTED, FREE FROM UNAUTHORIZED ACCESS (INCLUDING THIRD-PARTY HACKERS OR DENIAL OF SERVICE ATTACKS) OR OTHERWISE MEET YOUR REQUIREMENTS.
- LIMITATION OF LIABILITY. INRIX AND ITS SUPPLIERS OR LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY CLAIM, DEMAND OR ACTION, OR FOR ANY LOSS, INJURY OR DAMAGES, DIRECT OR INDIRECT, (INCLUDING DAMAGES FOR LOST PROFITS, ANTICIPATED REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF OR RELATED TO THIS AGREEMENT, YOUR SUBMISSIONS, THE WEBSITE OR MATERIALS, YOUR USE OR INABILITY TO USE THE WEBSITE OR MATERIALS, OR FROM ANY DEFECT OR ERROR IN THE WEBSITE OR MATERIALS. IN NO EVENT WILL INRIX OR ITS LICENSORS OR SUPPLIERS’ AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE GREATER OF (A) FEES ACTUALLY PAID BY YOU FOR YOUR USE OF THE WEBSITE, OR (B) $100.
- INDEMNIFICATION. You agree to indemnify, defend and hold harmless INRIX, its affiliates, licensors, suppliers, directors, officers, employees, agents and representatives, from all claims and damages (including reasonable attorneys’ fees and costs) that arise out of or relate to: (a) your use of the Website or Materials, (b) your breach of this Agreement; (c) your Submissions; or (d) your infringement of any intellectual property or other rights of a third-party related to the Website or Material.
- CONFIDENTIALITY. Your use of the Website may expose you to certain Confidential Information of INRIX. “Confidential Information” means all INRIX’s non-public information, including INRIX’s business and product plans, finances, technology, inventions, marketing, and sales information. You will treat Confidential Information as confidential and proprietary to INRIX and will not use or disclose Confidential Information to any third party. Confidential Information may only be disclosed to your employees and agents who need to know such information and who are bound by restrictions regarding disclosure no less restrictive than those provided in this Agreement.
- TERMINATION. In addition to any termination rights, INRIX may immediately suspend this Agreement or your registration, access, and use of the Website, at any time and for your violation of this Agreement upon notice to you. Upon termination, your right to use the Website and the limited license granted to you in Section 1 shall immediately cease, and you shall destroy all Materials obtained from the Website and all copies thereof. The provisions of this Agreement governing liabilities, indemnities, governing law, proprietary rights, and confidentiality shall survive the termination of this Agreement.
- THIRD PARTY PRODUCTS, SERVICES, AND LINKS. The Website may offer products and services from third parties, and links to third-party websites, not affiliated with INRIX. Except for INRIX-branded information, INRIX does not operate, control, or endorse any third-party information, products, or services. INRIX does not evaluate or warrant the third-party products, services, or website content, and does not assume any responsibility or liability for these products, services, or content. When leaving the Website, you should be aware that INRIX’s terms and policies no longer govern, and therefore you should review the applicable terms and policies of those third-party websites.
- CHANGES. We reserve the right at any time to immediately change (a) this Agreement, or (b) any features, services, or modules on the Website. These changes will be effective immediately upon posting on the Website. Your continued use of the Website after such notice is deemed acceptance of such changes.
- EXPORT RESTRICTIONS. Any software, information, and technology downloaded from the Website may be subject to certain export control laws and regulations in the USA and elsewhere, including the USA’s Export Administration Act and the Export Administration Regulations. You agree to not transfer any such items, directly or indirectly, without first complying with all relevant laws and regulations.
- MISCELLANEOUS. This Agreement is governed by Washington law, excluding conflicts of law provisions, and the state of federal courts located in King County, Washington will have exclusive jurisdiction. You acknowledge that that a breach of this Agreement would cause INRIX irreparable harm for which damages would not be an adequate remedy and in the event of such a breach, INRIX will be entitled to injunctive or other equitable relief without the requirement of posting a bond or other security. If any provision of this Agreement is held to be unenforceable to any extent, it will nonetheless be enforced to the fullest extent allowed by law, and the validity and force of the remainder of this Agreement will not be affected thereby. This Agreement shall not create any agency or partnership relationship, and neither party shall have the authority to make representations, negotiate or enter into any contract for or on behalf of, or create any obligations for, the other party. There are no third party beneficiaries. This is the entire Agreement between the parties and supersedes all prior drafts, negotiations, agreements, and understandings (written or verbal) regarding the subject matter of this Agreement. You may not assign or otherwise transfer this Agreement, or any rights, licenses or obligations hereunder without the prior consent of INRIX. No variation, waiver or modification of this Agreement will be valid unless it is in writing and signed by a corporate officer of the parties.