Terms

Effective Date: February 24, 2017

 

Welcome, and thank you for your interest in INRIX, Inc. (“INRIX,” “we,” or “us”). The terms of use set out below represent the terms and conditions applicable to the use of the INRIX website (the “Site”) and the services provided in connection therewith (together, with the Site, our “Service”). These terms of use are a legally binding contract between you and INRIX regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. BY CLICKING “I ACCEPT”, OR BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE REFERENCED PRIVACY POLICY (TOGETHER, THESE “TERMS”). If you are not eligible, or do not agree to these Terms, then you do not have our permission to use the Service.

THE SERVICE IS PROVIDED “AS IS” AND WITH ALL FAULTS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, OTHER THAN THOSE WARRANTIES IMPLIED BY LAW, SUCH AS LEGAL GUARANTEES OF CONFORMITY FOR GOODS OFFERED TO CONSUMERS IN THE EU.

Unless you are a consumer located in a jurisdiction that prohibits the exclusive use of arbitration for dispute resolution, these Terms provide 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 18 below, titled “Dispute Resolution and Arbitration” for the details regarding your agreement to arbitrate any disputes with INRIX.  NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU. If any provision or provisions of these Terms of Use shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect.

  1. Eligibility and Authority. You must be at least 18 years of age to use the Service. By agreeing to these Terms, you represent and warrant that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with all applicable laws and regulations. If you are using the Service on behalf of another person, entity, organization, or company, for example as an employee or agent of that person, entity or organization, you represent and warrant that you are an authorized representative with the authority to bind that person, entity or organization to these Terms and you agree to be bound by these Terms on behalf of that person, entity or organization.
  2. Accounts and Registration. Certain features of the Site or the Service may enable you to register. When you register, you will be required to provide us with some information about yourself, your company or your agency, such as your e-mail address or other contact information. You agree that any such information you provide will be accurate and up-to-date at all times. If you have reason to believe that your account is no longer secure, then you must immediately notify us at [email protected].
  3. Prohibited Conduct. BY USING THE SERVICE YOU AGREE NOT TO:
    • use the Service for any illegal purpose or in violation of any local, state, national, or international law;
    • use the Service in connection with research, development, or offering any service that competes with the Service;
    • obtain, attempt to obtain, or redistribute any Materials (defined below) or information available through the Service through any means not intentionally made available by INRIX, including by any form of automated access, scraping, or similar process, without INRIX’s express written permission;
    • violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
    • post, upload, or distribute any content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;
    • interfere with security-related features of the Service, including by: (a) disabling or circumventing features that prevent or limit use or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law notwithstanding this limitation;
    • interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Service; (c) attempting to collect personal information about another user or third party without consent; or (d) interfering with, overburdening, or disrupting any network, equipment, or server connected to or used to provide the Service, or violating any regulation, policy, or procedure of any such network, equipment, or server;
    • perform any fraudulent activity, including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth;
    • sell or otherwise transfer the access granted under these Terms or any Materials or any right or ability to view, access, or use any Materials; or
    • Attempt to do any of the acts described in this Section 3, or assist or permit any person to engage in any of the acts described in this Section 3.
  4. Termination of Use; Discontinuation and Modification of the Service. To the fullest extent permitted under applicable law, INRIX may in its sole discretion terminate your user account on the Service or suspend or terminate your access to the Service at any time if you violate any provision of these Terms, or if we no longer provide any part of the Service or for any other reason, with or without notice. You acknowledge and agree that upon such termination, INRIX may immediately deactivate or delete your account and all related information in your account and/or bar any further access to the Service. Further, you agree that, to the fullest extent permitted by applicable law, INRIX will not be liable to you or any third party for any termination of your access to the Service. To the fullest extent permitted under applicable law, we also reserve the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. You may terminate your account at any time by contacting customer service at [email protected].
  5. Third-Party Services and Linked Websites. INRIX may provide tools through the Service that enable you to export information to third party services, including through features that allow you to link your account on INRIX with an account on a third party service, such as Twitter or Facebook, or through our implementation of third party buttons (such as “like” or “share” buttons) (“Linked Sites”). By using one of these tools, you agree that we may transfer that information to such third-party service. INRIX does not control or endorse any such Linked Sites or the information, material, products or services contained on or accessible through them, and we are not responsible for any third party service’s use of your exported information.
  6. Privacy Policy; Additional Terms
    • Privacy Policy. Please read the Privacy Policy carefully for information relating to our collection, use, storage and disclosure of your personal information. The INRIX Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
    • Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
  7. Notices. Except as explicitly stated otherwise, legal notices will be served on INRIX by registered mail sent to INRIX, Inc., 10210 NE Points Dr., Suite 400, Kirkland, WA 98033. Legal notices will be served on you by the email address you provide during the registration process if you are a registered user or by posting through the Service if you are not. Notice by email will be deemed given 24 hours after email is sent, unless INRIX is notified that the email address is invalid. Notice given by either party by mail will be deemed given three days after the date of mailing. Notice by posting on the Service will be deemed given 30 days after it is initially posted. This section is without prejudice to requirements on serving notice under applicable law.
  8. Modification of Terms. We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. If INRIX modifies these Terms, they will be published through the Service, with the effective date of the last revision indicated. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, INRIX will make reasonable efforts to notify you of the change. For example, a message may be sent to your email address, if you have one on file, or the Service may generate a pop-up or similar notification when you log in for the first time after such material changes are made. Immaterial modifications are effective upon publication. Material modifications are effective 30 days after they are made available through the Service, except that disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose. Your continued use of the Service after revised Terms have become effective indicates that you have read, understood, and agreed to the current version of these Terms.
  9. Ownership; Proprietary Rights. The Service is owned and operated by INRIX. You acknowledge and agree that the visual interfaces, graphics, designs, compilations, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by INRIX are protected by intellectual property and other laws. All Materials contained in the Service are the property of INRIX or our third-party licensors. Except as expressly authorized by INRIX, you may not make use of the Materials. INRIX or our third-party licensors reserve all rights to the Materials not granted expressly in these Terms.
  10. Feedback. If you choose to provide input and suggestions regarding the Service (“Feedback”), then you hereby grant INRIX an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services, insofar as permitted under the Privacy Policy.
  11. You agree that you will be responsible for your use of the Service, and you agree to indemnify and hold INRIX harmless from and against all losses, costs, liabilities and expenses, including reasonable attorneys’ fees, arising out of or related to your violation of any portion of these Terms or any applicable law or regulation, to the fullest extent permissible pursuant to applicable law. Further, if you are using the Service as an agent for another person, entity or organization, you agree to indemnify and hold INRIX harmless from and against all losses, costs, liabilities and expenses, including reasonable attorneys’ fees, arising out of or related to a claim against INRIX from that person, entity or organization based on your use of the Service, to the fullest extent permissible pursuant to applicable law.
  12. Disclaimers; No Warranties

THE SERVICE IS PROVIDED “AS IS”, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY, OTHER THAN THOSE WARRANTIES IMPLIED BY LAW, SUCH AS LEGAL GUARANTEES OF CONFORMITY FOR GOODS OFFERED TO CONSUMERS IN THE EU. INRIX DISCLAIMS ALL WARRANTIES (OTHER THAN THOSE WARRANTIES IMPLIED BY LAW), INCLUDING WITHOUT LIMITATION: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. INRIX MAKES NO REPRESENTATIONS OR WARRANTIES THAT IT OWNS THE COPYRIGHTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS IN AND TO ALL FEATURES, MARKS, OR CONTENT ON THE SERVICE.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, INRIX DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE USE OF THE SERVICE, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW.

SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

  1. Limitation of Liability

IN NO EVENT WILL INRIX BE LIABLE TO YOU FOR ANY LOST PROFITS OR OTHER INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT INRIX HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW. YOU AGREE THAT IF ANY LAWSUIT OR COURT PROCEEDING IS PERMITTED UNDER THESE TERMS, THE AGGREGATE LIABILITY OF INRIX IS LIMITED TO THE GREATER OF AN AMOUNT EQUAL TO THE AMOUNT PAID BY YOU TO INRIX FOR USE OF THE SERVICE OR $100.

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 THESE TERMS AND CONDITIONS IS INTENDED TO EXCLUDE OR LIMIT INRIX’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OR FOR FRAUD.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

THIS SECTION DOES NOT EXCLUDE OR LIMIT THE PARTIES’ LIABILITIES 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.

  1. Release. In the event that you have a dispute with INRIX regarding the Service, regardless of the nature of such dispute, you release INRIX (including its affiliates, directors, officers, employees, contractors, and agents), from claims, losses, damages, and liabilities, including legal fees and expenses (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes, to the fullest extent permissible under applicable law. If you are a California, USA resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
  2. Governing Law. These Terms are governed by the laws of the State of Washington, USA without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under these Terms, you and INRIX agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within King County, Washington, USA for the purpose of litigating any dispute, to the fullest extent permissible pursuant to applicable law. If you are a consumer located in the EU, such jurisdiction of the King County courts will be non-exclusive.
  3. These Terms, together with the Privacy Policy and any Additional Terms, are the entire and exclusive understanding and agreement between you and INRIX regarding your use of the Service. Except as expressly permitted above, these Terms may be amended only by a written agreement by the parties. You may not assign or transfer these Terms or your rights under these Terms without our prior written consent. We may assign these Terms to a successor to our business at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Upon termination of these Terms, Sections 3, 5, 6, and 8 through 22 will survive.
  4. 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 these Terms 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 these Terms, 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 these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, 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 Section 1, nothing in these Terms 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 these Terms, 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 these Terms, 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.
    • 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.
    • Enforceability. If Section 6 is found to be unenforceable or if the entirety of this Section 18 is found to be unenforceable, then the entirety of this Section 18 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 16 will govern any action arising out of or related to these Terms. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
  5. Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us, to the fullest extent permitted under applicable law and as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
  6. Contact Information. The Service is offered by INRIX, Inc., located at 10210 NE Points Dr., Suite 400, Kirkland, WA 98033. You may contact us by sending correspondence to that address or by emailing us at [email protected].

If you use the Service from the EU, you may contact Inrix UK Ltd., located at 5th floor, Station House, Stamford New Road, Altrincham, Cheshire WA14 1EP, United Kingdom, Registration number 3258799.