Your 511 Mobile

Terms of Use and North America

End User License Agreement

North America End User License Agreement
Revised May, 2013

By installing and/or using Your 511 Mobile and any available updates and upgrades (collectively, "Your 511 Mobile"), you agree to the terms of this agreement with ICx Transportation Group, Inc., a Delaware corporation ("ICx"), as well as the supplemental "Your 511 Mobile Terms of Use" located below (which are incorporated into this agreement by this reference), all as revised from time to time by ICx (collectively, these "Terms"). You shall not install or use any part of Your 511 Mobile if you do not agree to these Terms.

YOUR 511 MOBILE SHALL ONLY BE INSTALLED AND/OR USED ON MOBILE PHONES REGISTERED IN NORTH AMERICA. YOUR 511 MOBILE IS TO BE USED AT YOUR OWN RISK, AND IN ACCORDANCE WITH ALL APPLICABLE LAWS. FEDERAL, STATE, PROVINCIAL AND LOCAL LAWS PROVIDE THAT USING A HAND-HELD COMMUNICATIONS DEVICE WHILE DRIVING A VEHICLE IS A SERIOUS OFFENSE.  AUTHORITIES WILL ISSUE A FINE TO ANY DRIVER APPREHENDED VIOLATING THIS LAW.  YOU ARE ENCOURAGED TO USE YOUR 511 MOBILE TO BETTER PLAN YOUR TRAVEL IN ADVANCE OF OPERATING A VEHICLE.  YOU SHOULD NOT ATTEMPT IN ANY WAY TO USE YOUR 511 MOBILE WHILE DRIVING OR IN ANY UNSAFE MANNER. YOU AGREE TO WAIVE, AND TO INDEMNIFY ICX AND ITS INFORMATION PROVIDERS AGAINST, ANY AND ALL CLAIMS AND CAUSES OF ACTION RELATING TO OR ARISING FROM YOUR INSTALLATION AND USE OF YOUR 511 MOBILE, INCLUDING, WITHOUT LIMITATION, THOSE ARISING FROM ACCIDENTS OR INJURIES OR DELAYS DURING SUCH INSTALLATION OR USE.

BY USING YOUR 511 MOBILE, YOU AGREE TO ICX’S COLLECTION, PROCESSING, STORAGE, TRANSFER AND UNCONDITIONAL FREE USE OF YOUR NON-PERSONALLY IDENTIFIABLE INFORMATION AS PART OF ICX'S EFFORTS IN COLLECTING TRAFFIC INFORMATION. YOUR 511 MOBILE IS DISTRIBUTED BY ICX WITHOUT CHARGE IN PART TO ACQUIRE NON-PERSONALLY IDENTIFIABLE TRAFFIC INFORMATION PERTAINING TO YOUR LOCATION, DIRECTION AND SPEED. ICX ONLY ACQUIRES INFORMATION FROM YOUR USE OF YOUR 511 MOBILE WHEN YOUR 511 MOBILE IS BEING USED AND WHEN YOUR PHONE'S GPS DEVICE IS ACTIVE, AND YOU MAY SHUT DOWN YOUR 511 MOBILE OR THE GPS LOCATOR DEVICE AT ANY TIME TO STOP ICX FROM ACQUIRING YOUR NON-PERSONALLY IDENTIFIABLE INFORMATION.

YOUR 511 MOBILE AND THE DATA PROVIDED THROUGH ITS USE ARE PROVIDED "AS IS", "WITH ALL FAULTS", "AS AVAILABLE" AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. ICX AND ITS INFORMATION PROVIDERS MAKE NO IMPLIED WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, OR ANY WARRANTY OR OTHER ASSURANCE THAT YOUR 511 MOBILE (OR ITS USE) WILL BE UNINTERRUPTED, ERROR-FREE, DELAY-FREE OR TIMELY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ICX AND ITS INFORMATION PROVIDERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGE OR LOSS, OR ANY OTHER DAMAGE OR LOSS WHATSOEVER, INCLUDING LOSS OF DATA, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. IF SOME JURISDICTIONS DO NOT PERMIT SUCH LIMITATIONS, THEY SHALL BE LIMITED TO THE MAXIMUM EXTENT POSSIBLE. ICX MAY, AT ANY TIME, MODIFY ANY OF THE CONTENT OR OTHER PARTS OF YOUR 511 MOBILE, OR THESE TERMS, WITHOUT PROVIDING NOTICE OF SUCH MODIFICATION TO ANY USER.

Provided you comply with these Terms, ICx grants you a personal, limited, non-exclusive and non-transferable license to install and use Your 511 Mobile on any compatible Blackberry, iPhone, or Android-based device that you own or control, subject to the Blackberry App World store, iTunes or Android App Store terms of service. This license does NOT entitle you to receive any hardcopy documentation, telephone assistance, support, updates or upgrades in relation to Your 511 Mobile. You may use Your 511 Mobile only as long as ICx, or its designee, continues to service and make Your 511 Mobile available. ICx and its information providers retain all rights in relation to Your 511 Mobile information, including, without limitation, all rights to information processed, distributed and collected hereunder. ICx provides Your 511 Mobile without charge, provided that - as Your 511 Mobile is data dependent and data intensive - each time you send or receive data in the form of maps or directions, or request a search - data charges may be payable to your mobile carrier in accordance with your applicable data plan. Standard text message rates or roaming may apply, so check with your carrier and ask them what kind of data plan your contract covers.

Your 511 Mobile Terms of Use
Revised May, 2013

1. WELCOME

ICx Transportation Group, Inc., a Delaware corporation ("ICx") has created these terms of use (as modified from time to time, the "Your 511 Mobile Terms of Use") to supplement, and be incorporated by reference into, end user license agreements for various Your 511 Mobile services (the "Your 511 Mobile") offered, provided or to be provided from time to time by ICx, or by any of ICx's service providers, licensors, direct or indirect licensees, resellers or other contractually-related or affiliated parties (collectively, the "Service Providers"). Your use of Your 511 Mobile are all provided subject to your agreement to the supplemental terms below.

Please enjoy Your 511 Mobile, and read these Your 511 Mobile Terms of Use carefully before accessing, installing or using any part of them. By accessing, installing or using any of them from time to time, or by accepting these Your 511 Mobile Terms of Use (or any end user license agreement that incorporates them by reference), you agree to be bound by all these Your 511 Mobile Terms of Use, as modified by ICx from time to time. As used in Your 511 Mobile Terms of Use, all users of any of Your 511 Mobile are collectively referred to as "users", and references to "you" and "your" refer to such users. Users should review such modifications by ICx, as any use of Your 511 Mobile constitutes ongoing acceptance of all then-existing modifications.

2. USE OF Your 511 Mobile

ICx grants to each permitted user of Your 511 Mobile a personal, limited, nontransferable, nonsublicensable, nonexclusive license to access and use Your 511 Mobile on your mobile devices, solely to access and use Your 511 Mobile. Your 511 Mobile is proprietary by nature, and shall only be accessed and used by permitted users who expressly agree upon ICx-'s end user license agreement. ICx, at any time, may modify any of the content or other parts of Your 511 Mobile without providing notice of such modification to any user. Your 511 Mobile may be accessed, downloaded or printed ONLY for your personal, non-commercial end use, and may not be used in any manner adverse to ICx, or for competitive business or evaluation purposes. Your 511 Mobile (or any portion thereof), as well as all information related thereof, may not be copied, posted or distributed to others for any purpose whatever.

You should be careful not to use Your 511 Mobile while in or on a moving vehicle, and you assume total responsibility for all such use. You are also responsible for obtaining, at your own cost, all hardware and services necessary to access and obtain Your 511 Mobile, including all third party communications and display equipment, services and airtime. All users of Your 511 Mobile must be of sufficient legal age to enter into these Your 511 Mobile Terms of Use, and to be bound by all its terms and conditions. You shall not install, use, export or re-export you’re your 511 Mobile software, except in compliance with all applicable laws and regulations, including United States and Canada export control laws. By installing or downloading the software, you represent and warrant that you are not located in, under the control of, or a resident or national of any country (or a person, or under the control of any person or entity) on the U.S. Treasury Department's list of Specially Designated Nationals, or the U.S. Commerce Department's Table of Deny Orders.

3. PROTECTION OF Your 511 Mobile

ICx, and/or its service providers reserve the right, without prior notice and without prejudice to such other rights as ICx may have, to immediately suspend or terminate your access to and use of Your 511 Mobile, or in the event of use that ICx (or any of the service providers) determines in its sole discretion may be unlawful, abusive or in violation of these Your 511 Mobile Terms of Use or possibly fraudulent, or when reasonably necessary in ICx's sole determination to protect ICx's financial or other interests, or to preserve the integrity, operability or reputation of any element of Your 511 Mobile.

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

ICx, at any time, may also monitor any use of Your 511 Mobile, but is under no obligation to do so. ICx may disclose information regarding use of Your 511 Mobile for any reason if ICx, in its sole discretion, believes that it is reasonable to do so, including in order to minimize fraud; comply with applicable laws, regulations, or governmental or legal requests; operate Your 511 Mobile properly; or protect itself and its users.

4. INTELLECTUAL RIGHTS

You acknowledge that all intellectual property rights in Your 511 Mobile (as well as the organization, design and content of services offered) are owned by ICx or its service providers (or any third party offering Your 511 Mobile). ICx or its services providers owns all intellectual property rights relating to Your 511 Mobile, including all copyrights, and to the name "Your 511 Mobile". All other trademarks displayed or referenced by Your 511 Mobile are marks of their respective owners. Without the prior written permission of ICx, or its service providers you may not copy, distribute, post or transfer any material relating to Your 511 Mobile, in whole or in part. You may not remove any trademark or copyright notice that appears on any materials on or related to Your 511 Mobile.

Your 511 Mobile contain the confidential and proprietary information of ICx and/or its service providers (or a third party offering Your 511 Mobile), and such parties shall have and maintain all intellectual property and other rights to Your 511 Mobile, including all data that may be collected from users hereunder. Users of Your 511 Mobile shall not reverse engineer, decompile, distribute, remarket or otherwise modify or attempt to modify the Your 511 Mobile software or any other component of Your 511 Mobile, including Your 511 Mobile-provided data, or breach or attempt to breach the security of (or seek to interfere with the operation or use of) Your 511 Mobile.

5. DISCLAIMER OF WARRANTIES

YOUR 511 MOBILE IS PROVIDED ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS. ICX AND ITS SERVICE PROVIDERS (AND ANY THIRD PARTY OFFERING YOUR 511 MOBILE) DO NOT WARRANT THAT THE SOFTWARE OR YOUR 511 MOBILE (OR THEIR USE) SHALL BE UNINTERRUPTED, ERROR-FREE, DELAY-FREE, TIMELY OR FREE OF HARMFUL COMPONENTS. ICX AND ITS SERVICE PROVIDERS (AND ANY THIRD PARTY OFFERING YOUR 511 MOBILE) DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE REGARDING ANY SOFTWARE, INFORMATION OR SERVICE PROVIDED OR OBTAINED THROUGH YOUR 511 MOBILE. NO ADVICE, INFORMATION, SOFTWARE, PRODUCTS OR SERVICES GIVEN BY ICX OR ANY OF ITS SERVICE PROVIDERS OR THEIR REPRESENTATIVES (OR ANY THIRD PARTY OFFERING YOUR 511 MOBILE) SHALL CREATE A WARRANTY OR COMMITMENT OF ANY KIND.

6. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ICX OR ITS SERVICE PROVIDERS (OR ANY THIRD PARTY OFFERING YOUR 511 MOBILE), OR ANY OF THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY OF THE FOREGOING, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGE OR LOSS, OR ANY OTHER DAMAGE OR LOSS WHATSOEVER, INCLUDING LOSS OF DATA OR PROFITS AND THE LIKE WHETHER OR NOT IN THE CONTEMPLATION OF THE PARTIES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF IT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (1) THE USE OF YOUR 511 MOBILE, OR ANY LINKS THEREIN TO WEBSITES; (2) ANY INABILITY TO ACCESS OR USE EITHER YOUR 511 MOBILE, OR ANY OF THE SOFTWARE, INFORMATION OR SERVICES CONTAINED IN OR ACCESSED THROUGH YOUR 511 MOBILE; OR (3) ANY BREACH OF SECURITY THAT MAY REVEAL A USER'S ACCOUNT, CREDIT CARD OR OTHER INFORMATION. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS SET OUT ABOVE ARE FUNDAMENTAL ELEMENTS OF THE YOUR 511 MOBILE TERMS OF USE, AND THAT YOUR 511 MOBILE WOULD NOT BE PROVIDED TO YOU ABSENT SUCH LIMITATIONS. IN PARTICULAR, NEITHER ICX NOR ANY OF THE FOREGOING PARTIES OR PERSONS SHALL BE LIABLE FOR ANY FAILURE TO PROVIDE SERVICES OR ACCESS, FOR ANY INCORRECT, IMPERFECT OR UNTIMELY INFORMATION, OR FOR ANY SOFTWARE INTERFACE OR OTHER PROBLEMS RELATING TO YOUR USE OF YOUR 511 MOBILE.

7. INDEMNIFICATION

You shall indemnify, defend and hold harmless ICx and its service providers (and any third party offering Your 511 Mobile) from and against any liability, loss, claim and expense (including reasonable legal fees) directly or indirectly arising out of or related to (i) your breach of these Your 511 Mobile Terms of Use, and (ii) your installation or use of Your 511 Mobile.

8. GOVERNING LAW AND COMPULSORY ARBITRATION

These Your 511 Mobile Terms of Use shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of laws provisions. The parties expressly exclude and waive the application of the UN Convention on Contracts for the International Sale of Goods. Except as expressly provided below with respect to equitable remedies, any controversy, claim and/or dispute arising out of or relating to these Your 511 Mobile Terms of Use (or the breach or subject matter hereof, including any action in tort or any question as to the existence of this agreement) shall be referred to and finally and exclusively settled by binding arbitration in San Francisco, CA, in accordance with the then-existing Commercial Arbitration Rules of the American Arbitration Association ("AAA"), and judgment upon the award rendered by the arbitrators may be entered in any court having applicable jurisdiction. Written notice of demand for arbitration shall be given to the other parties and to the AAA within 90 days after the controversy, claim or dispute has arisen or be barred. Controversies, claims and/or disputes shall be resolved by one (1) arbitrator selected by mutual agreement of the parties or, failing that agreement within 45 days after written notice demanding arbitration, by the AAA. All proceedings hereunder shall be in the English language, and any arbitrator shall have English as their first (mother-tongue) language. All decisions hereunder shall be in writing, and the arbitrator shall provide reasons for the decision. If any arbitration or action at law or in equity is necessary to enforce or interpret the terms of these Your 511 Mobile Terms of Use or to protect the rights obtained thereunder, the prevailing party shall be entitled to such reasonable attorneys' fees and costs as the arbitrator may award. The foregoing arbitration provisions shall not, however, preclude other equitable remedies by ICx, and in the event of a breach of these Your 511 Mobile Terms of Use, ICx shall be entitled to seek injunctive and other equitable relief without posting bond or proving that damages would not be an adequate remedy.

9. CONCLUDING PROVISIONS

These collective Your 511 Mobile Terms of Use and the agreement that incorporates such terms by reference contain the whole agreement between the parties relating to the subject matter of these documents. You acknowledge that you have not been induced to enter into these Your 511 Mobile Terms of use or any other related agreement by any representation, warranty or undertaking not expressly incorporated into it. ICx and its service providers may make changes in Your 511 Mobile at any time without notice. ICx may also unilaterally modify these Your 511 Mobile Terms of Use (or any part thereof) at any time at its sole discretion, and such modifications shall be effective upon posting of the modified Your 511 Mobile Terms of Use on any related website. You shall be deemed to accept the modified Your 511 Mobile Terms of Use by continuing to access or use of Your 511 Mobile on or after the date of modification.

The headings in these Your 511 Mobile Terms of Use are for convenience only, and shall not affect any interpretation hereunder. As used herein, except to the extent the context otherwise requires: (1) the meanings of defined terms shall be equally applicable to both the singular and plural forms of the terms defined; (2) references to agreements and other documents or regulations shall be deemed to include all subsequent amendments and other written modifications expressly provided for hereunder; (3) any headings are for convenience of reference only, and shall not affect the construction or interpretation of these Your 511 Mobile Terms of Use; (4) the words "hereof" or "herein" and the like refer to these Your 511 Mobile Terms of Use as a whole, and not merely to the specific section or clause in which the respective word appears; (5) the words "including" or "excluding" and the like shall be deemed to always be followed by the words "without limitation"; and (6) the words "will", "must" and "shall" are used interchangeably herein, with the words "will" and "must" always meaning the obligatory "shall". No provision of these Your 511 Mobile Terms of Use shall be construed against or interpreted to the disadvantage of any parties by reason of that party having drafted or proposed such provision.

No failure of ICx to exercise, and no delay by it in exercising, any right, power or remedy hereunder, shall operate as a waiver, nor shall any single or partial exercise of any right by ICx preclude any other or further exercise of such right or the exercise of any other right. Any express waiver of any breach hereunder shall not be deemed to be a waiver of any subsequent breach. The provisions of these Your 511 Mobile Terms of Use shall survive the expiration or termination of any use of Your 511 Mobile. If any provision in these Your 511 Mobile Terms of Use shall be held to be illegal, invalid or unenforceable, in whole or in part, under any enactment or rule of law, such provision or part shall to that extent be deemed not to form part of this agreement, but the legality, validity and enforceability of the remainder of these Your 511 Mobile Terms of Use shall not be affected. You represent and warrant that you have fully familiarized yourself with these Your 511 Mobile Terms of Use, and that this agreement is a legal, valid and binding obligation on you (subject to applicable laws).

ICx Transportation Group, Inc.
1720 Clay Street, Suite 14

San Francisco, CA 94109