INRIX® US TRAFFIC TERMS

EFFECTIVE June 1, 2010

Welcome to the INRIX® US Traffic Site (the "Site"). INRIX, Inc., a Delaware corporation ("INRIX", "we" or "us"), makes the Site available to you subject to the terms below (these "Terms"). These Terms governs the relationship between INRIX and you and your company (together, "you" or "your").

  1. REGISTRATION. Your access to the Site requires registration. In that registration, you agree to provide accurate, current and complete information about yourself and your company as prompted by our online registration form. If any such information is inaccurate or incomplete, or if we believe that our Site is being misused in any way (or may be), we have the right, amongst others, to immediately and without notice terminate your use of the Site.
  2. INRIX DATA. All right, title and interest in and to the Site and all data and other materials on the Site (collectively the "Data"), are the exclusive property of INRIX and/or its licensors or suppliers. You are hereby granted a limited, revocable, non-transferable, non-sublicensable, non-exclusive right to access the Site and the Data for monitoring and non-commercial use only. You have no other rights, whether by implication or otherwise, in any intellectual or other property of INRIX or any third party.
  3. LIMITED USE. The foregoing license grant does NOT include the right for you to use the Data for service or product comparisons or benchmarking (including accuracy, quality, geographical coverage or technology testing or evaluations) of any kind, regardless of whether this involves comparisons or evaluations of one INRIX product against another, earlier versions against later versions, or any INRIX product against any third party product(s). In addition, you shall NOT (a) publish, publicly display, modify, prepare derivative works based upon, or distribute to any third party, any Data, including reproduction on any computer network or broadcast or publications media; (b) market, sell, or make commercial use of the Site or any Data; (c) systematically collect and use of any data or content including the use of any data mining including but not limited to spiders, scrapers, robots, or similar data gathering and extraction methods; (d) make derivative works of the Site or the Data with the intent of commercial or competitive use of the derivative works; or (e) use, frame, or utilize framing techniques to enclose any portion of the Data (including the images found on the Site or any text or the layout/design of any page or form contained on a page).
  4. PASSWORDS. If you use any part of the Site that requires a username or password, then you are responsible for maintaining the confidentiality of that username and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. In the event the confidentiality of your account or password is compromised in any manner, you agree to notify INRIX immediately. INRIX reserves the right to take any and all action, as it deems necessary or reasonable, to ensure the security of the Site and your account, including without limitation terminating your account, changing your password, or requesting additional information to authorize use. Notwithstanding the above, INRIX may rely on the authority of anyone accessing your account or using your password and in no event and under no circumstances shall INRIX be liable to you in any way in relation to (a) any action or inaction of INRIX under this provision, (b) any compromise of the confidentiality of your account or password, or (c) any unauthorized access to your account or use of your password.
  5. CHANGES. We reserve the right at any time to change the terms and conditions of access to and use of the Site without prior notice. Any changes we make shall be effective immediately upon posting of the changes on the Site, and your continued use of the Site after such posting shall be deemed acceptance of such changes. You agree that INRIX shall not be liable to you for any modification, suspension or discontinuance of the Site. INRIX reserves the right to immediately change or terminate your access to and use of the Site, at any time and for any reason whatever, with or without cause. Upon termination, or at the end, of your use of the Site, you shall destroy all Data obtained from or through the Site and all copies thereof.
  6. TRADEMARKS. The trademarks and service marks displayed on the Site are registered or unregistered trademarks of INRIX or one of its licensors or suppliers, and may not be copied, imitated or used, in whole or in part, without the prior written permission of INRIX or, if applicable, its applicable licensor or supplier. All other trademarks, service marks, registered trademarks, product and service names, and company names or logos that appear on the Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by INRIX. You may not use any metatags or any other "hidden text" utilizing a INRIX or licensor name, trademark, or product name without the express written consent of INRIX or the applicable licensor.
  7. SITE USE. If this Site at any time permits downloads of Data, you may use the downloaded Data solely for your internal business evaluation needs. You must retain all copyright and other proprietary notices on downloaded and copied Data, and any such downloads or copies are subject to the terms and conditions of these Terms. All the Data shall remain the property of INRIX or its licensors or suppliers. You may not download, copy or use any of the Data except as expressly authorized by these Terms and, in any event, you may not distribute, modify, transmit or publicly display the Data without the prior written consent of INRIX.
  8. OWNERSHIP. The Site is owned and operated by INRIX, and the Data (including, without limitation, any logos, brands, trademarks, trade names, service marks or other marks owned or controlled by INRIX or any of its subsidiaries or divisions or its licensors and suppliers (collectively, "Marks"), and any intellectual property and other rights relating thereto, are and shall remain the property of INRIX and its licensors and suppliers. You agree that you shall not publish or use any (i) advertising, sales promotions, press releases or other publicity matters relating to these Terms, or where any Marks are used or mentioned, or (ii) language from which the connection of any Marks may be inferred or implied, without INRIX's prior written approval.
  9. CONFIDENTIALITY. You acknowledge that your use of the Site may expose you to certain Confidential Information of INRIX or its licensors or suppliers. "Confidential Information" means all Data obtained from the Site, and all other information and material (whether in writing, or in oral, graphic, electronic or any other form) that is marked or described as, identified in writing as, or provided under circumstances indicating it is, confidential or proprietary. You shall hold all Confidential Information in strict confidence and shall not disclose any Confidential Information to any third party. You shall disclose the Confidential Information only to your employees and agents who need to know such information and who are bound by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. You shall take the same degree of care that you use to protect your confidential and proprietary information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Confidential Information. This Section shall survive any termination or expiration of these Terms. Further, this Section is not intended to (and does not supersede) any obligations assumed by you (whether now or in the future) under a separately signed nondisclosure or confidentiality agreement with INRIX.
  10. DISCLAIMERS. THIS SITE AND THE DATA ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE OPERATION OR USE OF THE SITE OR THE DATA, INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES AVAILABLE THROUGH SITE. YOU AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK AND RESPONSIBILITY. INRIX AND ITS LICENSORS AND SUPPLIERS DISCLAIM, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE DATA, INFORMATION, CONTENT, MATERIALS, PRODUCTS AND SERVICES AVAILABLE THROUGH THE SITE. IN NO EVENT SHALL INRIX OR ANY OF ITS LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF BUSINESS, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (a) YOUR USE OR INABILITY TO USE THE SITE OR THE DATA, INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES PROVIDED THROUGH THE SITE, OR (b) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES ON THE SITE OR THE DATA, INFORMATION, CONTENT, MATERIALS, PRODUCTS, OR SERVICES AVAILABLE ON OR THROUGH THE SITE, EVEN IF INRIX OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  11. INTERPRETATION. As used in these Terms, except to the extent the context otherwise requires: (a) the meanings of defined terms shall be equally applicable to both the singular and plural forms of the terms defined; (b) references to agreements and other documents or regulations shall be deemed to include all subsequent amendments and other written modifications expressly provided for hereunder; (c) references to any party shall, where relevant, be deemed to be references to or to include, as appropriate, their respective successors or permitted assigns, subject to the assignment/transfer provisions hereunder; (d) any headings are for convenience of reference only, and shall not affect the construction or interpretation of these Terms; (e) the words "hereof" or "herein" and the like refer to these Terms as a whole, and not merely to the specific section or clause in which the respective word appears; (f) the words "including" or "excluding" and the like shall be deemed to always be followed by the words "without limitation"; and (g) the terms "U.S." and "USA" shall mean the United States of America. No provision of these Terms shall be construed against or interpreted to the disadvantage of any of the parties by any court or other authority by reason of that party having drafted or proposed such provision.
  12. CONCLUDING PROVISIONS. You agree that INRIX has the right to disclose your identity as a member of Site to third parties. These Terms is governed by and construed in accordance with the laws of the State of Washington USA, without regards to its principles of conflicts of law. You agree to submit to the exclusive jurisdiction of any State or Federal court located in King County, Washington USA, and waive any jurisdictional, venue or inconvenient forum objections to such courts. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms 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. Any remedies in these Terms are cumulative and in addition to those provided by law, unless otherwise expressly provided. The provisions of these Terms that by their nature survive the expiration or termination of these Terms (including liabilities, indemnities, conflict resolution, governing law, proprietary rights, confidentiality and other similar types of clauses) shall survive such expiration or termination. This is the entire Agreement between the parties relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral Agreements between the parties with respect to such subject matter. These Terms are not assignable, transferable or sublicensable by you. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

I HEREBY REPRESENT THAT I AM AT LEAST 18 YEARS OF AGE AND HAVE CAREFULLY READ THESE TERMS, AND THAT I AGREE TO ALL OF THE PROVISIONS SET FORTH IN THESE TERMS.