Terms and Conditions

Terms of Service

Table of Contents 

1.     Introduction

2.     Accessing the Service and Account Security

3.     Information Collected About You

4.     Intellectual Property Rights and Ownership of
Service

5.     Accuracy of Information and Reliance on
Information Posted

6.     Linking to Traffic Grid’s Service

7.     Linked Sites

8.     Prohibited Uses

9.     User Contributions

10.  Content Standards

11.  Copyright Complaints and DMCA Copyright Agent

12.  Geographic Restrictions

13.  Disclaimers and Limitations of Liability

14.  Indemnification

15.  Binding Arbitration of Most Disputes; No Class Relief

16.  Dispute Resolution (If and Only if a Tribunal has Ruled that Arbitration is Prohibited
by Applicable Law)

17.  Additional Terms

18.  Contact Us

19.  Summary

Introduction

These Terms of Service (“Terms”) apply to and govern your
access to and use of any website, mobile site or app, social media site,
software, applications, email exchange of information, and any other digital
platform, including any services, features, pages, and functions contained or
offered therein, including any transactions, orders, sales, purchases, or the
acquisition of goods or services (collectively the “Service”), that are owned,
operated, or provided by TrafficGrid.com LLC or its subsidiaries, divisions,
and affiliates (“Traffic Grid”, “we”, “our” or “us”).

Traffic Grid offers the Service, including all information,
tools, services, goods, and products available through the Service, to you,
conditioned upon your acceptance of all terms, conditions, policies, and
notices stated herein or incorporated by reference. Please read these Terms
carefully before using our Service or making any transaction, order, or
purchase. By making any transaction, order, or purchase or by visiting or
otherwise using our Service, you acknowledge, accept, and agree to be bound and
abide by these Terms. You also acknowledge, agree, and consent to our Privacy
Policy, which is incorporated herein by reference. If you do not agree to these
Terms or our Privacy Policy, then accessing the Service is strictly prohibited,
and you must immediately exit and cease using the Service.

By using the Service, you agree that you are at least the
legal age of majority in the jurisdiction in which you reside. The Services are
only offered and available to users who are at least eighteen (18) years of age
or older. IF YOU ARE UNDER THE AGE OF EIGHTEEN (18) YOU ARE NOT AUTHORIZED TO
USE THE SERVICE. 

We reserve the right to change these Terms at any time and
at our sole discretion. Changes include, without limitation, changes to fee and
payment policies, security patches, added or removed functionality, and other
enhancements or restrictions. 

Any changes to the Terms will be effective immediately upon
posting and you agree to the new posted Terms by continuing your use of the
Service. It is your responsibility to check periodically for any changes we may
make to these Terms. The date of the latest revision to these Terms is
available at the top of this page. 

Traffic Grid shall not be liable to you or to any third
party for any modification, price change, suspension, or discontinuance of the
Service.

THESE TERMS AFFECT YOUR LEGAL RIGHTS, RESPONSIBILITIES, AND
OBLIGATIONS, GOVERN YOUR USE OF THE SERVICE, ARE LEGALLY BINDING, LIMIT TRAFFIC
GRID’S LIABILITY TO YOU, AND REQUIRE YOU TO INDEMNIFY TRAFFIC GRID AND TO
SETTLE CERTAIN DISPUTES THROUGH ARBITRATION. YOUR CONTINUED USE OF THE SERVICE
AFFIRMS YOUR AGREEMENT TO THESE TERMS. IF YOU DO NOT WISH TO BE BOUND BY THESE
TERMS OR ANY FUTURE MODIFICATIONS OR AMENDMENTS TO THESE TERMS, DO NOT USE OUR
SERVICE.

These Terms are written in the English language. We do not
guarantee the accuracy of any translated versions of these Terms. To the extent
any translated versions of these Terms conflict with the English language
version, the English language version of these Terms shall control.

Accessing the Service and Account Security

We reserve the right to withdraw or amend our Service at our
sole discretion and without notice. For example, we may enforce quotas and
usage limits (i.e., to any resources, including our API) at our sole
discretion, and without notice, which may result in Traffic Grid disabling or
throttling your usage of the Service for any amount of time. 

We will not be liable if for any reason all or any part of
the Service is unavailable at any time or for any period. From time to time, we
may restrict access to some parts of the Service, or the entire Service, to
certain users.

To access the Service, you may be asked to provide certain
registration details or other information, or may be provided with a username,
password, or other piece of information as part of our security
procedures. 

As a condition of your use of the Service, you agree: 

• that you will not utilize any automated means to use or access the Service in
  whole or in part;

• that you are prohibited from using or accessing the Service if you are a person
  or entity barred from receiving the Service under the laws of the United
  States or other countries, including the country in which you are a
  resident or from which you use or access the Service;

• that your account is personal to you and thus you will not provide any other
  person with access to the Service in a manner intended to avoid incurring
  fees;.

• to maintain the confidentiality of any account you use on or for the Service
  and any information related thereto, including usernames and
  passwords; 

• that you will log out of your account at the end of each session; 

• that you will use caution when accessing your account from a public or shared
  computer so that others are not able to view or record your password or
  other personal information;

• that any information that you provide on the Service will be correct, current,
  and complete;

• that you are solely responsible for all access to and use of the Service,
  including without limitation, with respect to any communications,
  transmissions, orders, payments, financial transactions, and other
  obligations incurred through such access or use, by anyone using your
  account, username, password, or other identification or credentials, on or
  for the Service, whether or not such access to and use of the Service is
  actually authorized by you;

• to notify us immediately of any unauthorized use of the Service, including
  any compromise of your account information or login credentials, and any
  other breach of security; 

• to promptly change your password if you suspect it has been compromised; and

• not to sell, transfer, or assign your account or any account rights. 

Traffic Grid is not responsible for any unauthorized
accounts that may appear on the Service, and in the event of any dispute as to
account creation or authenticity, we shall have the sole right, but are not
obligated, to resolve such dispute as we determine appropriate in our sole and
exclusive discretion, with or without notice. We may also disable any username,
password, or other identifier, whether chosen by you or provided by us, at any
time in our sole discretion for any or no reason, including if, in our opinion,
you have violated any provision of these Terms. We further reserve the right to
take any action we deem necessary or reasonable to maintain the security of the
Service or of any account, including without limitation, suspending, or
terminating an account or a user’s access to the Service. While we will take
prudent steps to protect all accounts and the security of information on the
Service, you understand that we cannot protect your information outside of the
Service. 

You also understand and agree that Traffic Grid may assume
that any transaction, order, purchase, or communications we receive through
your account have been made or authorized by you. Traffic Grid expressly
disclaims any liability from misuse of any and all accounts, and in no event
will we be held liable to you for any liabilities or damage resulting from or
arising out of (i) any action or inaction taken under this provision; (ii) any
compromise of the confidentiality of your account, username, password, or other
identification or credentials; or (iii) any unauthorized access of your account
or use of your username or password. You agree to defend, indemnify, and hold Traffic
Grid harmless from and against all third-party claims, damages, and expenses
(including reasonable attorney’s fees) against or incurred by Traffic Grid
arising out of your breach of these Terms or violation of applicable law, your
use or access of the Service, or access by anyone accessing the Service using
your account, username, password, or other identification or credentials.

Information Collected About You

All information that you provide to us, including, but not
limited to, through the use of any interactive features on the Service, or that
we otherwise collect on the Service, is governed by our Privacy Policy, and you
consent to all actions we take with respect to your information consistent with
our Privacy Policy.

Intellectual Property Rights and Ownership of Service

The Service and its entire contents, features, and functionality,
including without limitation all information, copyrights, patents, trademarks,
service marks, and trade names, as well as all logos, text, design, graphics,
displays, video, logos, icons, images, audio, downloads, interfaces, code, and
software, as well as the selection and arrangement thereof, and all other
intellectual property (collectively, the “Content”), are all proprietary and
owned or controlled by Traffic Grid, its licensors, or other providers of such
material and are protected by United States and international copyright,
trademark, patent, trade secret, and other intellectual property or proprietary
rights laws to the fullest extent possible.

These Terms grant you a limited, revocable, nontransferable,
nonexclusive license to use the Service and Content solely for your own
personal, non-commercial use. You understand and agree that this license is not
a transfer of title, right, or interest in the Service or Content, and that you
are strictly prohibited from copying, modifying, recording, screen capturing,
reproducing, publicly displaying, creating derivative works of, or attempting
to decompile, reverse engineer, or otherwise extract the source code of the
Service or Content, or any part thereof; using the Service or Content for any commercial
purpose; removing any copyright, trademark, or other proprietary notations from
the Service or Content; and otherwise infringing upon the intellectual property
rights of Traffic Grid or its licensors. 

This license shall automatically terminate if you violate
any of these restrictions, or any provision of the Terms, and may be terminated
by Traffic Grid at any time for any or no reason. Upon termination of this
license, you must destroy any downloaded materials in your possession whether
in electronic or printed format and immediately cease all access and use of the
Service. Except as expressly provided in these Terms, no assignments or license
of intellectual property are granted by Traffic Grid.

Traffic Grid’s trademarks, logos, intellectual property,
content, features, and functionality (including but not limited to all
information, software, text, displays, images, video, and audio, and the
design, selection, and arrangement thereof) are owned by Traffic Grid, its
licensors, or other providers of such content and are protected by United
States and international copyright, trademark, patent, trade secret, and other
intellectual property or proprietary rights laws.

Payment Terms

Some features of the Service may require you to make certain
payments—for example, to purchase products or services from Traffic Grid. Traffic
Grid reserves the right to determine and change any payment term, rate,
mechanism, or structure at any time with notice to you. By confirming any
transaction, order, or purchase, you agree to accept and pay all costs and
fees, including but not limited to any applicable taxes and shipping or
handling fees. Additionally, payments are non-refundable. There will be no refunds
or credits for partial months of service, upgrade/downgrade refunds, or refunds
for months unused with an open account. We reserve the right, however, to
provide upgrades and downgrades at prorated rates.

Traffic Grid may use third party services to process
payments, which have their own separate terms of service. While Traffic Grid
will use commercially reasonable efforts to ensure the security of all payment
information such as credit cards or bank account numbers, Traffic Grid
expressly disclaims any liability for any damage that may result should any
third parties gain access to such information, and you agree to hold Traffic
Grid harmless for any damages that may result therefrom.

You represent and warrant that you have the right to use any
credit card or other means of payment that you provide to us. All billing
information you provide to us must be current, complete, truthful, and
accurate. You agree to promptly update your account and other information,
including your email address and credit card numbers and expiration dates, so
that we can complete your transactions and contact you as needed. Providing any
untruthful or inaccurate information is a breach of these Terms and may result
in cancellation of your account or termination of your access to and use of the
Service. In addition, verification of information may be required prior to the
acknowledgment or completion of any purchase or transaction. We reserve the
right to refuse or cancel any purchase or transaction for any reason, including
limitations on availability, inaccuracies, or errors in service or pricing
information, or other problems identified by us, such as fraud.

If you are a California resident, in accordance with Cal.
Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit
of the Division of Consumer Services of the California Department of Consumer
Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112
Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

Accuracy of Information and Reliance on Information Posted 

Traffic Grid attempts to ensure that information on this
Service is complete, accurate, and current. However, despite our efforts, the
information on the Service may occasionally be inaccurate, incomplete, or out
of date. Additionally, while Traffic Grid makes all reasonable efforts to
accurately display the attributes of its products and services, we cannot and
do not guarantee that any device will accurately display such attributes. 

Accordingly, we do not warrant the completeness, accuracy,
timeliness, or usefulness of any information on this Service, which includes,
but is not limited to, any information related to product or service
specifications or pricing, and any reliance you place on such information is
strictly at your own risk. The information and material presented on or through
the Service is made available solely for general information purposes only and
should not be relied upon or used as the sole basis for making decisions
without consulting primary, more accurate, more complete, or more timely sources
of information. The Service may also contain certain historical information.
Historical information, necessarily, is not current and is provided for your
reference only. We reserve the right to modify our Content and the Service at
any time, but we have no obligation to update our Content or Service. You agree
that it is your responsibility to monitor changes to our Content and Service.

You also agree that the inclusion of any products or
services on the Service at a particular time does not imply or warrant that
these products or services will be available at any time. Pricing or
availability errors may occur on the Service. The receipt of an order
confirmation does not constitute our acceptance of an order or our confirmation
of an offer to sell a product or service. Traffic Grid reserves the right to
cancel any orders or transactions containing pricing or availability errors,
with no further obligations to you, even after your receipt of an order
confirmation or shipping notice from Traffic Grid. We may, at our discretion,
either contact you for instructions or cancel your order or transaction and
notify you of such cancellation.

We reserve the right, but are not obligated, to limit the
sales of our products or services to any person, geographic region, or
jurisdiction. We may exercise this right on a case-by-case basis. We further
reserve the right to limit the quantities of any products that we offer. It is
your responsibility to ascertain and obey all applicable local, state, federal,
and international laws (including minimum age requirements) in regard to the
possession, use, and sale of any product or service obtained through the
Service. You agree that any Traffic Grid product or service obtained by you
will only be used in a lawful manner. Traffic Grid disclaims all liability and
responsibility arising from any reliance placed on any materials or information
on the Service. Additionally, to the extent that the Service includes content
provided by third parties, you understand and agree that all statements and
opinions expressed in such third-party information or materials are solely the
statements, opinions, and responsibility of the third party providing such
information or materials. Except as otherwise provided by us, these materials
do not necessarily reflect the opinion of Traffic Grid, and we are not
responsible, or liable to you or any third party, for the content or accuracy
of any information or materials provided by any third parties.

Linking to Traffic Grid’s Service

Creating or maintaining any link to any page or portion of
the Service, or running or displaying this Service or any Content in any format
without Traffic Grid’s prior written permission, is strictly prohibited. Any
permitted links to this Service must comply with all applicable laws, rules,
and regulations. In the event you are permitted to link to this Service, you
must also do so in a way that is fair and legal and complies with our Terms,
does not dishonestly damage our reputation or take advantage of it, and does
not suggest any form of association, approval, or endorsement on our part. The
website from which you are linking, or on which you make certain content
accessible, must also comply in all respects with the Content Standards set out
in these Terms. You agree to cooperate with us in immediately ceasing any
unauthorized display or linking of our Service or Content. We reserve the right
to withdraw permission without notice, and we may disable all or any social
media features and any links at any time without notice in our discretion.

Linked Sites

The Service may provide links to other third-party websites
(“Linked Sites”). Traffic Grid has not reviewed all of the information on the
Linked Sites, does not maintain Linked Sites, and cannot control the
completeness, accuracy, or security of the content contained on any Linked
Site, or the privacy policies of any Linked Site. The content, materials, and
information contained on any Linked Site is solely the responsibility of the
provider of that Linked Site. Traffic Grid is not responsible for the contents
of any such Linked Site, and the inclusion of any link to a Linked Site does
not imply endorsement by Traffic Grid of the Linked Site. The views and
opinions expressed in Linked Sites are those of the authors or third parties
and do not necessarily reflect the official policy or position of Traffic Grid. 

If you decide to access any Linked Site, you do this
entirely at your own risk. References to any names, marks, products, or
services of any third parties, third-party information, or Linked Sites are
provided solely as a convenience to you, and do not constitute or imply an
endorsement, sponsorship, recommendation of, or affiliation with, the third
party or its products and services. Traffic Grid makes no representation or
warranty as to any Linked Site content, products, or services, and you agree
that Traffic Grid shall not be responsible or liable, directly, or indirectly,
for any damage or loss caused or alleged to be caused by or in connection with
use of or reliance on any such third-party content, products, or services
available on or through any Linked Site or similar resource.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE SHALL UNDER NO
CIRCUMSTANCES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL OR SPECIAL LOSS, OR
OTHER DAMAGE, WHETHER ARISING FROM NEGLIGENCE, BREACH OF CONTRACT, DEFAMATION,
INFRINGEMENT OF COPYRIGHT, OR OTHER INTELLECTUAL PROPERTY RIGHTS, CAUSED BY THE
EXHIBITION, DISTRIBUTION, OR EXPLOITATION OF ANY INFORMATION OR CONTENT
CONTAINED WITHIN ANY LINKED SITE.

Prohibited Uses

You may use the Service only for lawful purposes and in
accordance with these Terms. You agree not to use the Service:

• In any way that violates any applicable federal, state, local, or
  international law or regulation (including, without limitation, any laws
  regarding the export of data or software to and from the US or other
  countries).
• For the purpose of exploiting, harming, or attempting to exploit or harm
  minors in any way by exposing them to inappropriate content, asking for
  personally identifiable information, or otherwise.
• To send, knowingly receive, upload, download, use, or re-use any material
  that does not comply with the Content Standards set out in these Terms.
• To transmit, or procure the sending of, any advertising or promotional
  material without our prior written consent, including any “junk mail,”
  “chain letter,” “spam,” or any other similar solicitation.
• To impersonate or attempt to impersonate Traffic Grid, a Traffic Grid
  employee, another user, or any other person or entity (including, without
  limitation, by using email addresses or screen names associated with any
  of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone’s use or
  enjoyment of the Service, or which, as determined by us, may harm Traffic
  Grid or users of the Service, or expose them to liability. 

Additionally, you agree not to:

• Use the Service in any manner that could disable, overburden, damage, or
  impair our websites, servers, or networks, or interfere with any other
  party’s use of the Service, including their ability to engage in real time
  activities through the Service.
• Disable or circumvent, or attempt to disable or circumvent, any security
  mechanisms used by the Service.
• Use any robot, spider, or other automatic device, process, or means to access
  the Service for any purpose, including monitoring or copying any of the
  material on the Service.
• Use any manual process to monitor or copy any of the material on the Service,
  or for any other purpose not expressly authorized in these Terms, without
  our prior written consent.
• Use any device, software, or routine that interferes with the proper working
  of the Service.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is
  malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any
  parts of the Service, including without limitation any 
• You may not attempt to gain unauthorized access to any of the Service, member
  accounts, the server on which the Service is stored, or any server,
  system, computer, network, or database connected to the Service through
  hacking, password mining, or any other means.
• Without limiting anything else contained herein, you agree that you shall not (and
  you agree not to allow any third party to):
  
  • Attack the Service via a denial-of-service attack or a distributed
    denial-of-service attack.
  • Remove any notices of copyright, trademark or other proprietary rights contained
    in/on or accessible through the Service or in any content or other
    material obtained via the Service;
  • Use any robot, spider, website search/retrieval application, or other
    automated device, process or means to access, retrieve or index any
    portion of the Service;
  • Reformat or frame any portion of the web pages that are part of the Service;
  • Use the Service for commercial purposes not permitted under these Terms;
  • Create user accounts by automated means or under false or fraudulent pretenses;
  • Attempt to defeat any security or verification measure relating to the Service;
  • Collector store personal data about other users in connection with the
    prohibited activities described herein; or
  • Otherwise attempt to interfere with the proper working of the Service.

User Contributions

The Service may contain interactive features that allow
users to post, submit, publish, display, or transmit to Traffic Grid, other
users, or other persons content or materials (collectively, “User
Contributions”) on or through the Service. Other than personally identifiable
information, which is subject to our Privacy Policy, any such User Contributions,
including but not limited to any creative material, information, suggestions,
ideas, concepts, know-how, techniques, questions, comments, or other
communications you transmit or post to or through this Service in any manner,
is and will be considered non-confidential and non-proprietary. All User
Contributions must comply with the Content Standards set out in these Terms.

Your User Contributions may be posted and transmitted to
others at your own risk. We cannot control the actions of other users of the
Service with whom you may choose to share your User Contributions. All User
Contributions may be retained by us indefinitely, even after you terminate your
account. By submitting any User Contributions, you grant to Traffic Grid a
perpetual, worldwide, irrevocable, non-exclusive, royalty-free license to use
the User Contributions in any manner, including to create derivative works,
without any compensation or notice to you. By providing any User Contribution
on the Service, you grant us and our affiliates and service providers, and each
of their and our respective licensees, successors, and assigns the right to
use, reproduce, transmit, publish, broadcast, develop, manufacture, market,
modify, perform, display, distribute, and otherwise disclose to third parties
any such material for any purpose whatsoever. Traffic Grid will have no
liability related to any User Contributions.

You further represent and warrant that:

• You own or control all rights in and to the User Contributions and have the
  right to grant the license granted above to us and our affiliates and
  service providers, and each of their and our respective licensees, successors,
  and assigns.
• All of your User Contributions do and will comply with these Terms.
• You understand and acknowledge that you are responsible for any User
  Contributions you submit or contribute, and you, not Traffic Grid, have
  full responsibility for such content, including its legality, reliability,
  accuracy, and appropriateness.
• We are not responsible or liable to any third party for the content or
  accuracy of any User Contributions posted by you or any other user of the
  Service.

We may, but have no obligation to, monitor, edit, or remove
content that we determine in our sole discretion are unlawful, offensive,
threatening, libelous, defamatory, pornographic, obscene, or otherwise
objectionable or violates any party’s intellectual property or these Terms.

We have the right to:

• Remove or refuse to post any User Contributions for any or no reason in our sole
  discretion.
• Take any action with respect to any User Contribution that we deem necessary or
  appropriate in our sole discretion, including if we believe that such User
  Contribution violates the Terms, including the Content Standards,
  infringes any intellectual property right or other right of any person or
  entity, threatens the personal safety of users of the Service or the
  public, or could create liability for Traffic Grid.
• Disclose your identity or other information about you to any third party who claims
  that material posted by you violates their rights, including their
  intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law
  enforcement, for any illegal or unauthorized use of the Service.
• Terminate or suspend your access to all or part of the Service for any or no reason,
  including without limitation, any violation of these Terms.
• Without limiting the foregoing, we have the right to cooperate fully with any law
  enforcement authorities or court order requesting or directing us to
  disclose the identity or other information of anyone posting any materials
  on or through the Service. YOU WAIVE AND HOLD HARMLESS TRAFFIC GRID AND
  ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING
  FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS
  A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT
  AUTHORITIES.
• We cannot review all material before it is posted on or through the Service
  and cannot ensure prompt removal of objectionable material after it has
  been posted. Accordingly, we assume no liability for any action or
  inaction regarding transmissions, communications, or content provided by
  any user or third party. We have no liability or responsibility to anyone
  for performance or nonperformance of the activities described in this
  section.

Content Standards

These content standards (the “Content Standards”) apply to
any and all User Contributions and use of the Service. User Contributions must
in their entirety comply with all applicable federal, state, local, and
international laws and regulations. Without limiting the foregoing, User
Contributions must not:

• Contain any material that is defamatory, obscene, indecent, abusive, offensive,
  harassing, violent, hateful, inflammatory, or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination
  based on race, sex, religion, nationality, disability, sexual orientation,
  or age.
• Infringe any patent, trademark, trade secret, copyright, or other intellectual
  property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others
  or contain any material that could give rise to any civil or criminal
  liability under applicable laws or regulations or that otherwise may be in
  conflict with these Terms and our Privacy Policy.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote, or assist any unlawful act.
• Cause annoyance, inconvenience, or needless anxiety or be likely to upset,
  embarrass, alarm, or annoy any other person.
• Impersonate any person or misrepresent your identity or affiliation with any person or
  organization.
• Involve commercial activities or sales, such as contests, sweepstakes, and other
  sales promotions, barter, or advertising.
• Give the impression that they emanate from or are endorsed by us or any other
  person or entity, if this is not the case.
• Be posted through a false email address, while pretending to be someone other
  than yourself, or under any other circumstances that could mislead us or
  third parties as to the origin of any User Contribution.

Copyright Complaints and DMCA Copyright Agent

Traffic Grid complies with the copyright notice-and-takedown
procedures set out in the United States Digital Millennium Copyright Act
(DMCA), which applies to content reported and removed for violating U.S.
copyrights. Please note that any notice or counter-notice you submit must be
truthful and must be submitted under penalty of perjury. A false notice or
counter-notice may give rise to personal liability. You may therefore want to
seek the advice of legal counsel before submitting a notice or a
counter-notice. We may share any notices and counter-notices submitted to us
with others including your contact information, and by submitting any notices,
you agree you have no expectation of privacy in your submission.

DMCA Takedown Notices

Content owners of copyrighted material or their representing
agents may submit a DMCA notice to our registered Copyright Agent if they
believe that infringing activity has taken place on our Service. The abuse team
will only consider valid reports of infringement, and you may submit a complete
DMCA notice that features all of the points described below only if the
representing party sending the request is the content owner or the authorized agent
acting on behalf of the copyright owner. If you are not sure if Traffic Grid
has control over the allegedly infringed content, please obtain legal
representation before contacting us. To be effective under the DMCA, any
notification of claimed infringement must be in a written communication that
includes substantially the following which must include a certification made
under penalty of perjury:

1. A physical or electronic signature of a person authorized to act on behalf
   of the owner of an exclusive right that is allegedly infringed, as well as
   information sufficient for Traffic Grid to determine the legitimacy of the
   signature and the identity of the signatory;
2. Identification of the copyrighted work claimed to have been infringed, or, if a single
   notification covers multiple copyrighted works at a single online site, a
   representative list of such works at that site, including citation to the
   applicable copyright registrations where available;
3. Identification of the material that is claimed to be infringing or to be the subject of
   infringing activity and that is to be removed or access to which is to be
   disabled, and information reasonably sufficient to permit Traffic Grid to
   locate the material, including a timestamp and visible identification of
   the material in a screenshot or comparable medium, with all metadata
   intact, as well as a hyperlink or URL to the website or online content at
   issue;
4. Information reasonably sufficient to permit Traffic Grid to contact the complaining
   party, including an email address, telephone number, and, if available,
   physical mail address;
5. A statement that the complaining party has a good faith belief that use of
   the material in the manner complained of is not authorized by the
   copyright owner, its agent, or the law; and
6. A statement that the information in the notification is accurate, and under penalty of
   perjury, that the complaining party is authorized to act on behalf of the
   owner of an exclusive right that is allegedly infringed.

Any such notifications of claimed infringement must be sent to the below contact with the subject line “DMCA NOTICE:”

Traffic Grid Copyright Agent

Losey PLLC

1420 Edgewater Drive

Orlando, FL 32804

407-906-1605
dmca@losey.law 

Please note if any notification of claimed infringement does
not meet the above requirements, Traffic Grid has no responsibility to respond
to or act on any such defective notification of claimed infringement.

DMCA Counter Notification

If you receive a notification of claimed infringement, you
may submit a counter notification to us under the DMCA. It must include the
following, which includes a certification made under penalty of perjury:

1. Your physical or electronic signature, as well as information sufficient for Traffic
   Grid to determine the legitimacy of the signature and the identity of the
   signatory;
2. Identification of the material that has been removed or to which access has been disabled
   and the location at which the material appeared before it was removed or
   access to it was disabled;
3. A statement under penalty of perjury that you have a good faith belief that
   the material was removed or disabled as a result of mistake or
   misidentification of the material to be removed or disabled; and
4. Your name, address, and telephone number, and a statement that you consent to
   the jurisdiction of the Federal District court (i) in the judicial
   district where your address is located if the address is in the United
   States, or (ii) located in Middle District of Florida, if your address is
   located outside the United States, and that you will accept service of
   process from the Complainant submitting the notice or the Complainant’s
   authorized agent.

Any such counter notification must be sent to:

Traffic Grid Copyright Agent

Losey PLLC

1420 Edgewater Drive

Orlando, FL 32804

407-906-1605
dmca@losey.law 

Geographic Restrictions

Traffic Grid is based in the United States; as such, we
provide the Service for use only by persons located in the United States and
countries where use or access of the Service is not otherwise prohibited by any
applicable law. We make no claims that the Service or any of its Content is
accessible or appropriate outside of these countries. Access to the Service may
not be legal by certain persons or in certain countries outside of the United
States. If you access the Service from outside the United States, you do so on
your own initiative and are responsible for compliance with local laws.

Disclaimers and Limitation of Liability

YOUR USE OF THE SERVICE IS AT YOUR RISK. THE SERVICE AND ALL
SERVICES, INFORMATION, GOODS, AND MATERIALS MADE AVAILABLE OR PURCHASED THROUGH
THE SERVICE ARE PROVIDED TO YOU “AS IS” WITHOUT ANY EXPRESS
REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND WE DISCLAIM ALL STATUTORY OR
IMPLIED REPRESENTATIONS, WARRANTIES, TERMS, AND CONDITIONS WITH RESPECT TO THE
SERVICE AND ALL SERVICES, INFORMATION, GOODS, AND MATERIALS MADE AVAILABLE
THROUGH THE SERVICE, INCLUDING THE REPRESENTATIONS AND WARRANTIES OF
SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NONINFRINGEMENT, AND TITLE, AND WITH RESPECT TO THE PRODUCTS LISTED OR PURCHASED
ON OR THROUGH THE SERVICE.

WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SERVICE (OR
ANY PART THEREOF) WILL BE ACCURATE, COMPLETE, OR ERROR-FREE, NOR THAT ANY
PARTICULAR SOFTWARE OR HARDWARE, WILL BE COMPATIBLE WITH THE SERVICE, AND YOU
HEREBY AGREE THAT IT IS YOUR SOLE RESPONSIBILITY TO (A) OBTAIN AND PAY FOR ANY
SOFTWARE, HARDWARE AND SERVICES (INCLUDING INTERNET CONNECTIVITY) NEEDED TO
ACCESS AND USE THE SERVICE AND (B) ENSURE THAT ANY SOFTWARE, HARDWARE, AND
SERVICES THAT YOU USE WILL FUNCTION CORRECTLY WITH THE SERVICE. THE MATERIALS
ON THE SERVICE MAY BE OUT OF DATE, AND TRAFFIC GRID MAKES NO COMMITMENT AND
ASSUMES NO DUTY TO UPDATE SUCH MATERIALS. TRAFFIC GRID MAKES NO WARRANTY THAT
THE SERVICE WILL BE AVAILABLE, UNINTERRUPTED, OR FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS, OR THAT YOU WILL ACHIEVE SUCCESSFUL RESULTS FROM FOLLOWING
ANY INSTRUCTIONS OR DIRECTIONS ON THE SERVICE. YOU AGREE THAT YOU MUST
EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE SERVICE,
INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS, TIMELINESS, OR USEFULNESS
OF ANY INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE SERVICE. WITHOUT
LIMITING THE FOREGOING, TRAFFIC GRID HEREBY EXPRESSLY DISCLAIMS ALL LIABILITY
FOR PRODUCT DEFECT OR FAILURE, CLAIMS THAT ARE DUE TO NORMAL WEAR, PRODUCT
MISUSE, ABUSE, PRODUCT MODIFICATION, IMPROPER PRODUCT SELECTION, NON-COMPLIANCE
WITH ANY CODES, OR MISAPPROPRIATION. TRAFFIC GRID MAKES NO WARRANTIES TO THOSE
DEFINED AS “CONSUMERS” IN THE MAGNUSON-MOSS WARRANTY ACT. THE FOREGOING
EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

ADDITIONALLY, IN NO EVENT WILL TRAFFIC GRID OR ITS
RESPECTIVE MEMBERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, SUCCESSORS,
ASSIGNS, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, OR ANY PARTY INVOLVED
IN THE CREATION, PRODUCTION, OR TRANSMISSION OF THE SERVICE, BE LIABLE FOR ANY
DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY,
PUNITIVE, OR OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF
PROFITS OR INCOME, LOSS OF USE, LOSS OF DATA, LOSS OF OTHER INTANGIBLES,
BUSINESS INTERRUPTION, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN
CONNECTION WITH YOUR USE OF THE SERVICE, PAIN AND SUFFERING, EMOTIONAL
DISTRESS, UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES,
AND SIMILAR DAMAGES, EVEN IF TRAFFIC GRID HAS BEEN ADVISED IN ADVANCE OF THE
POSSIBILITY OF SUCH DAMAGES OR LOSSES, SUCH DAMAGES WERE REASONABLY
FORESEEABLE, OR TRAFFIC GRID WAS GROSSLY NEGLIGENT. 

FURTHER, TRAFFIC GRID AND ITS RESPECTIVE MEMBERS, DIRECTORS,
EMPLOYEES, AFFILIATES, AGENTS, SUCCESSORS, ASSIGNS, LICENSORS, SERVICE
PROVIDERS, CONTENT PROVIDERS, AND ANY PARTY INVOLVED IN THE CREATION,
PRODUCTION, OR TRANSMISSION OF THE SERVICE WILL NOT BE LIABLE FOR DAMAGES OF
ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE, ANY
INFORMATION OR MATERIALS ON THE SERVICE, ANY LINKED SITES, OR THE MATERIALS,
INFORMATION, OR SERVICES CONTAINED AT ANY OR ALL SUCH LINKED SITES. IN THE
EVENT OF ANY PROBLEM WITH THE SERVICE OR ANY CONTENT, YOU AGREE THAT YOUR SOLE
AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE
SERVICE. MOREOVER, IN THE EVENT OF ANY PROBLEM OR DISSATISFACTION WITH THE
PRODUCT OR SERVICE THAT YOU HAVE PURCHASED ON OR THROUGH THE SERVICE, YOU AGREE
THAT YOUR SOLE AND EXCLUSIVE REMEDY, IF ANY, IS TO SEEK A RETURN AND REFUND FOR
SUCH PRODUCT OR SERVICE. THE MAXIMUM LIABILITY OF TRAFFIC GRID AND ITS
RESPECTIVE MEMBERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, SUCCESSORS,
ASSIGNS, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, OR ANY PARTY INVOLVED
IN THE CREATION, PRODUCTION, OR TRANSMISSION OF THE SERVICE FOR ALL DAMAGES,
LOSSES, AND CAUSES OF ACTION, REGARDLESS OF THE FORM OF ACTION AND WHETHER IN CONTRACT,
TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE, SHALL BE THE
TOTAL AMOUNT, IF ANY, PAID BY YOU TO US TO ACCESS AND USE THE SERVICE OR ONE
HUNDRED DOLLARS ($100), WHICHEVER IS LESS.

IT IS POSSIBLE THAT APPLICABLE LAW MAY NOT ALLOW FOR
LIMITATIONS ON CERTAIN IMPLIED WARRANTIES OR EXCLUSIONS OR LIMITATIONS OF
CERTAIN DAMAGES; SOLELY TO THE EXTENT THAT SUCH LAW APPLIES TO YOU, SOME OR ALL
OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND
YOU MAY HAVE ADDITIONAL RIGHTS. IF APPLICABLE LAW PROHIBITS THE LIMITATION OR
EXCLUSION OF A PARTY’S LIABILITY WITH RESPECT TO DEATH OR PERSONAL INJURY
CAUSED BY SUCH PARTY’S NEGLIGENCE, FRAUD, OR ANY OTHER MATTER, THEN SUCH
PARTY’S LIABILITY WILL NOT BE LIMITED OR EXCLUDED TO THE EXTENT OF SUCH
PROHIBITION UNDER SUCH APPLICABLE LAW.

If you are a California resident, you agree to consciously
waive all claims, both known and unknown that may be later discovered, to the
maximum extent permitted by law, including but not limited to that permitted by
California Civil Code Section 1542, which states “[a] general release does not
extend to claims that the creditor or releasing party does not know or suspect
to exist in his or her favor at the time of executing the release and that, if
known by him or her, would have materially affected his or her settlement with
the debtor or released party.”

Indemnification

Except to the extent prohibited under applicable law, you
agree to indemnify, defend, and hold harmless Traffic Grid and its officers,
directors, employees, and agents from and against any claims, losses,
liabilities, damages, costs, or expenses, including attorneys’ fees and costs,
that may arise from or in connection with (a) your use of, or activities in
connection with, the Service, including use of any good, product, or service
purchased through the Service, (b) violation of these Terms by you, including
any misrepresentations made by you in connection with your use of the
Service (c) your violation of any law or the rights of a third-party, and (d)
the acts or omissions of any other user or third-party. If you fail to promptly
indemnify and defend a covered claim, Traffic Grid shall have the right to
defend itself, and in such case, you shall promptly reimburse Traffic Grid for
all of its associated costs and expenses. Traffic Grid reserves the right, at
its own expense, to assume the exclusive defense and control of any matter
otherwise subject to your indemnification.

Binding Arbitration of Most Disputes; No Class Relief.

This section is deemed to be a “written agreement to
arbitrate” pursuant to the Federal Arbitration Act. You and we agree that we
intend that this section satisfies the “writing” requirement of the Federal
Arbitration Act.

We believe that arbitration is a faster, more convenient,
and less expensive way to resolve any disputes or disagreements that you may
have with us. Therefore, pursuant to these Terms, if you have any dispute or
disagreement with us regarding (i) your use of or interaction with the Service,
(ii) any subscriptions or other purchases, transactions or relationships
related to your use of the Service, or (iii) any data or information you may
provide to us or that we may gather in connection with such use, interaction,
subscriptions, purchases, transactions or relationships (collectively,
“Transactions or Relationships”), you will not have the right to pursue a claim
in court, or have a jury decide the claim and you will not have the right to
bring or participate in any class action or similar proceeding in court or in
arbitration. By using or interacting with the Service, or engaging in any other
Transactions or Relationships with us, you agree to binding arbitration as
provided below.

We will make every reasonable effort to informally resolve
any complaints, disputes, or disagreements that you may have with us. If those
efforts fail, by using the Service, you agree that any complaint, dispute, or
disagreement you may have against us, and any claim that we may have against
you, arising out of, relating to, or connected in any way with these Terms or
any Transactions or Relationships shall be resolved exclusively by final,
confidential and binding arbitration (“Arbitration”) before a single arbitrator
administered by JAMS or its successor (“JAMS”) and conducted in accordance with
the JAMS Streamlined Arbitration Rules And Procedures in effect at the time the
Arbitration is initiated or, if the amount in controversy exceeds $100,000, in
accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in
effect (respectively, the “Applicable Rules”). The Applicable Rules can be
found at www.jamsadr.com. If JAMS is no longer in existence, the Arbitration
shall be administered by the American Arbitration Association or its successor
(the “AAA”) instead, and conducted in accordance with the AAA Commercial
Arbitration Rules in effect at that time (which shall be the “Applicable Rules”
in such circumstances). If JAMS (or, if applicable, AAA) at the time the
arbitration is filed has Minimum Standards of Procedural Fairness for Consumer
Arbitrations in effect that would be applicable to the matter in dispute, we
agree to provide the benefit of such Minimum Standards to you to the extent
they are more favorable than the comparable arbitration provisions set forth in
this section, provided, however, that in no event may such Minimum Standards
contravene or restrict the application of subpart (e) or (i) below.
Furthermore, this section shall not prevent any party from seeking provisional
remedies (that is, a temporary restraining order or preliminary injunction)
from a court of appropriate jurisdiction. You further agree that:

a. Single Arbitrator.

The Arbitration shall be conducted before a single
arbitrator selected in accordance with the Applicable Rules or by mutual
agreement between you and us (the “Arbitrator”).

b. Arbitrator Will Interpret This Agreement.

The Arbitrator, and not any federal, state or local court or
agency, shall have the exclusive authority to resolve any dispute arising under
or relating to the validity, interpretation, applicability, enforceability or
formation of these Terms or these arbitration provisions, including but not
limited to any claim that all or any part of these Terms is void or voidable.

c. Location of Arbitration.

The Arbitration shall be held either: (i) at a location
determined pursuant to the Applicable Rules (provided that such location is
reasonably convenient for you and does not require travel in excess of 100
miles from your home or place of business); or (ii) at such other location as
may be mutually agreed upon by you and us; or (iii) at your election, if the
only claims in the arbitration are asserted by you and are for less than
$10,000 in aggregate, by telephone or by written submission.

d. Governing Law.

The Arbitrator (i) shall apply internal laws of the State of
Florida consistent with the Federal Arbitration Act and applicable statutes of
limitations, or, to the extent (if any) that federal law prevails, shall apply
the law of the U.S., irrespective of any conflict of law principles; (ii) shall
entertain any motion to dismiss, motion to strike, motion for judgment on the
pleadings, motion for complete or partial summary judgment, motion for summary
adjudication, or any other dispositive motion consistent with Florida or
federal rules of procedure, as applicable; (iii) shall honor claims of
privilege recognized at law; and (iv) shall have authority to award any form of
legal or equitable relief.

e. No Class Relief.

The Arbitration can resolve only your or our individual
claims, and the Arbitrator shall have no authority to entertain or arbitrate
any claims on a class or representative basis, or to consolidate or join the
claims of other persons or parties who may be similarly situated.

f. Written Award.

The Arbitrator shall issue a written award supported by a
statement of decision setting forth the Arbitrator’s complete determination of
the dispute and the factual findings and legal conclusions relevant to it (an
“Award”). Judgment upon the Award may be entered by any court having
jurisdiction thereof or having jurisdiction over the relevant party or its
assets.

g. Arbitration Costs.

In the event that you are able to demonstrate that the costs
of Arbitration will be prohibitive as compared to the costs of litigation, we
will pay as much of your filing and hearing fees in connection with the
Arbitration as the Arbitrator deems necessary to prevent the arbitration from
being cost-prohibitive, regardless of the outcome of the Arbitration, unless
the Arbitrator determines that your claim(s) were frivolous or asserted in bad
faith.

h. Reasonable Attorney’s Fees.

In the event you recover an Award greater than our last
written settlement offer, the Arbitrator shall also have the right to include
in the Award our reimbursement of your reasonable and actual out-of-pocket
attorneys’ fees associated with the Arbitration, but we shall in all events
bear our own attorneys’ fees.

i. Interpretation and Enforcement of Arbitration Clause.

With the exception of subpart (e) above, if any part of this
arbitration provision is deemed to be invalid, unenforceable or illegal, or
otherwise conflicts with the Applicable Rules, then the balance of this
arbitration provision shall remain in effect and shall be construed in
accordance with its terms as if the invalid, unenforceable, illegal or
conflicting provision were not contained herein. If, however, subpart (e) is
found to be invalid, unenforceable or illegal, then the entirety of this
arbitration provision shall be null and void, and neither you nor we shall be
entitled to arbitrate any dispute between us and you, and must instead bring
any claims subject to subsection (k) below and the Dispute Resolution (If and
Only if a Tribunal has Ruled that Arbitration is Prohibited by Applicable Law)
section.

j. Modification of Arbitration Clause With Notice.

We may modify these arbitration provisions, but such
modifications shall only become effective thirty (30) days after we have given
notice of such modifications and only on a prospective basis for claims arising
from Transactions or Relationships occurring after the effective date of such
notification. If any modification pursuant to this subpart (j) is deemed to be
invalid, unenforceable, or illegal, then the arbitration provisions effective
at the time of your agreement to these Terms shall govern any dispute or
disagreement between you and us regarding Transactions or Relationships.

k. Small Claims Matters are Excluded. No Class Relief or
Joinder of Claims.

Notwithstanding the foregoing arbitration provisions, at
your option, you may bring any claim for damages you have against us in your
local small claims court within the U.S., if your claim is within such court’s
jurisdictional limit; provided that such court does not have the authority to
entertain any claims on a class or representative basis, or to consolidate or
join the claims of other persons or parties who may be similarly situated in
such proceeding.

l. Confidentiality of Arbitration.

You and we agree to maintain the confidential nature of the
Arbitration and shall not disclose the fact of the Arbitration, any documents
exchanged as part of any mediation, proceedings of the Arbitration, the
Arbitrator’s decision and the existence or amount of any Award, except as may
be necessary to prepare for or conduct the Arbitration (in which case anyone
becoming privy to such confidential information must undertake to preserve its
confidentiality), or except as may be necessary in connection with a court application
for a provisional remedy, a judicial challenge to an Award or its enforcement,
or unless otherwise required by applicable law or court order.

Dispute Resolution (If and Only if a Tribunal has Ruled that
Arbitration is Prohibited by Applicable Law)

This section applies only where applicable law, as
determined by a court with appropriate jurisdiction, prohibits arbitration of
disputes in accordance with the previous section regarding arbitration.

a. Procedure.

If any controversy, allegation, or claim (including any
non-contractual claim) arises out of or relates to the Service, the Content,
these Terms or to any of our actual or alleged intellectual property rights
(collectively, a “Non-Arbitration Dispute”), then you and we agree to send a
written notice to the other providing a reasonable description of the
Non-Arbitration Dispute, along with a proposed resolution of it. Our notice to
you will be sent to you based on the most recent contact information that you
provide us. But if no such information exists or if such information is not
current, then we have no obligation under this section. Your notice to us must
be sent to: [insert legal email].

For a period of sixty (60) days from the date of receipt of
notice from the other party, we and you will engage in a dialogue in order to
attempt to resolve the Non-Arbitration Dispute, though nothing will require
either you or us to resolve the Non-Arbitration Dispute on terms with respect
to which you and us, in each of our sole discretion, are not comfortable.

b. Jurisdiction.

The parties agree that the state or federal courts in the
Middle District of Florida shall have non-exclusive jurisdiction of any
Non-Arbitration Dispute.

c. Governing Law.

To the maximum extent permitted by the mandatory laws in
your country of residence, these Terms and any Non-Arbitration Dispute arising
out of or in connection with these Terms or their subject matter or formation
(including non-contractual disputes), will be governed by, and construed in
accordance with, the laws of the U.S. and the State of Florida without regard
to its conflicts of law provisions.

d. Injunctive Relief.

The foregoing provisions of this section will not apply to
any legal action taken by us to seek an injunction or other equitable relief in
connection with any loss, cost, or damage (or any potential loss, cost, or
damage) relating to the Service, any Content, your User Contribution, or our
intellectual property rights (including such as we may claim may be in
dispute), our operations, or our products or services.

Additional Terms

The failure of Traffic Grid to enforce any term or condition
set out in these Terms shall not be deemed waiver of such term or condition or
a waiver of any other term or condition.

If any provision of these Terms is held by a court or other
tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for
any reason, such provision shall be eliminated or limited to the minimum extent
such that the remaining provisions of these Terms will continue in full force
and effect.

These Terms and our Privacy Policy constitute the sole and entire
agreement between you and Traffic Grid regarding the Service and supersede all
prior and contemporaneous understandings, agreements, representations, and
warranties, both written and oral, regarding the Service. You may be subject to
additional terms and conditions when you purchase products or participate in a
sweepstakes, contest, or other promotions.

Traffic Grid shall not be liable for failing or delaying
performance of its obligations resulting from any condition beyond its
reasonable control, including but not limited to, governmental action, acts of
terrorism, earthquake, fire, flood or other acts of God, labor conditions,
power failures, and Internet disturbances. We further may assign this contract
at any time to any parent, subsidiary, or any affiliated company, or as part of
the sale to, merger with, or other transfer of our company to another entity.

By accessing the Service, you agree that the laws of the
United States and the state of Florida without regard to conflicts of laws
principles, will apply to these Terms and all matters relating to the Service.

Subject to the arbitration provisions above, and other than
small claims actions as permitted therein, any action or proceeding arising
from, relating to or in connection with these Terms will be brought exclusively
in the federal or state courts located in Orange County, Florida, and you
irrevocably consent to the personal jurisdiction of such courts and agree that
it is a convenient forum and that you will not seek to transfer such action or
proceeding to any other forum or jurisdiction, under the doctrine of forum non
conveniens or otherwise.

You agree that regardless of any statute or law that
establishes a different statute of limitations, to the maximum extent permitted
under applicable law, any claim or cause of action (including any arbitration)
arising out of, related to or connected with the use of the Service, or these
Terms, or other Transactions or Relationships must be filed within one (1) year
after such claim or cause of action arose or be forever barred.

We may provide you information regarding the Service in
electronic form only. You agree that such notices and other communications sent
electronically satisfy any legal communication requirements, including that
requirements must be in writing.

You agree that no joint venture, partnership, employment, or
agency relationship exists between you and Traffic Grid as a result of these
Terms or use of the Service. 

Any provisions that, by their nature, are intended to
survive shall survive any termination of these Terms.

Contact Us

The Service is operated by TrafficGrid.com LLC. All notices
of copyright infringement claims should be sent to the copyright agent
designated in our Copyright Complaints and DMCA Copyright Agent policy in the
manner and by the means set out therein. All other feedback, comments, requests
for technical support, and other communications relating to the Service should
be directed to: support@trafficgrid.com.

Service Policies and Privacy

The Service shall be subject to the privacy policy for
the Service available at https://trafficgrid.com/privacy-policy/ (the “Privacy
Policy”), which are hereby expressly incorporated into the Terms of Service by
reference. You agree to the use of your data in accordance with Traffic Grid’s
Privacy Policy.

Fees for Use of the Service

The Service may be provided to you without charge up with
certain usage limits or for a certain “trial” period of time.

Usage over this usage limit (or after the “trial” period)
requires your purchase of additional resources or services.

For all purchased resources and services, we will charge
your credit card on a monthly, quarterly or annual basis.

Payments are non-refundable. There will be no refunds or
credits for partial months of service, upgrade/downgrade refunds, or refunds
for months unused with an open account. We will however provide upgrades and
downgrades at prorated rates.

Charges are solely based on Traffic Grid’s measurements
of your use of the Service, unless otherwise agreed to in writing.

All fees are exclusive of all taxes, levies, or duties
imposed by taxing authorities, and you shall be responsible for payment of all
such taxes, levies, or duties.

You acknowledge and agree that any credit card and
related billing and payment information that you provide to Traffic Grid may be
shared by Traffic Grid with companies who work on Traffic Grid’s behalf, such
as payment processors and/or credit agencies, solely for the purposes of
checking credit, effecting payment to Traffic Grid and servicing your account.

Traffic Grid may change its fees and payment policies for
the Service by notifying you at least thirty (30) days before the beginning of
the billing cycle in which such change will take effect.

Disclaimer of Warranties

IF YOU ACCESS THE SERVICE, YOU DO SO AT YOUR OWN RISK. WE
PROVIDE THE SERVICE “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE.” WE MAKE NO
EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES ABOUT THE SERVICE. TO THE MAXIMUM
EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING ALL
STATUTORY WARRANTIES, WITH RESPECT TO THE SERVICE, INCLUDING WITHOUT LIMITATION
ANY WARRANTIES THAT THE SERVICE IS MERCHANTABLE, OF SATISFACTORY QUALITY,
ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT
GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE
WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS. WE DO
NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE (EITHER
DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR
CHOOSING. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, TIMELINESS OR
COMPLETENESS OF INFORMATION PROVIDED BY ANY OTHER USERS OF THE SERVICE OR ANY
OTHER DATA OR INFORMATION PROVIDED OR RECEIVED THROUGH THE SERVICE. EXCEPT AS
EXPRESSLY SET FORTH HEREIN, TRAFFIC GRID MAKES NO WARRANTIES ABOUT THE
INFORMATION SYSTEMS, SOFTWARE AND FUNCTIONS MADE ACCESSIBLE BY OR THROUGH THE
SERVICE OR ANY SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE
INFORMATION. TRAFFIC GRID DOES NOT WARRANT THAT THE SERVICE WILL OPERATE ERROR-FREE,
THAT ERRORS IN THE SERVICE WILL BE FIXED, THAT LOSS OF DATA WILL NOT OCCUR, OR
THAT THE SERVICE OR SOFTWARE ARE FREE OF COMPUTER VIRUSES, CONTAMINANTS OR
OTHER HARMFUL ITEMS. UNDER NO CIRCUMSTANCES WILL TRAFFIC GRID, ANY OF OUR
AFFILIATES, DISTRIBUTORS, PARTNERS, LICENSORS, AND/OR ANY OF OUR OR THEIR
DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS, OR OTHER REPRESENTATIVES
BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION
OBTAINED THROUGH THE SERVICE.

Limitations on Liability

YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS
THE CANCELLATION OF YOUR REGISTRATION. IN NO EVENT SHALL OUR TOTAL CUMULATIVE
LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF YOUR USE
OF THE SERVICE, REGARDLESS OF THE FORM OF ACTION, EXCEED THE GREATER OF: (A)
THE TOTAL AMOUNT OF FEES, IF ANY, THAT YOU PAID TO UTILIZE THE SERVICE OR (B)
ONE HUNDRED DOLLARS ($100). IN NO EVENT SHALL WE BE LIABLE TO YOU (OR TO ANY
THIRD PARTY CLAIMING UNDER OR THROUGH YOU) FOR ANY DIRECT, INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR ANY BODILY INJURY,
EMOTIONAL DISTRESS, DEATH OR ANY OTHER DAMAGES ARISING FROM YOUR USE OF OR
INABILITY TO USE THE SERVICE, WHETHER ON-LINE OR OFF-LINE, OR OTHERWISE IN CONNECTION
WITH THE SERVICE. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST
DATA, LOSS OF GOODWILL OR BUSINESS REPUTATION, COST OF PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION,
ANY OTHER COMMERCIAL DAMAGES OR LOSSES, OR ANY PERSONAL INJURY OR PROPERTY
DAMAGES, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH
DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE
LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES
OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY
LAW. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO
CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND
TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

Indemnification

You agree to hold harmless and indemnify Traffic Grid,
and its subsidiaries, affiliates, officers, agents, employees, advertisers,
licensors, suppliers or partners from and against any third party claim arising
from or in any way related to (a) your breach of the Terms, (b) your use of the
Service, or (c) your violation of applicable laws, rules or regulations in
connection with the Service, including any liability or expense arising from
all claims, losses, damages (actual and consequential), suits, judgments,
litigation costs and attorneys’ fees, of every kind and nature. In such a case,
Traffic Grid will provide you with written notice of such claim, suit or
action.

Choice of Law and Dispute Resolution

The Terms of Service shall be deemed to have been entered
into and shall be construed and enforced in accordance with the laws of the
State of Florida as applied to contracts made and performed entirely within Florida,
without giving effect to any conflicts of law statutes. Any controversy,
dispute or claim arising out of or related to the Terms, the Privacy Policy or
the Service shall be settled by final and binding arbitration to be conducted
by an arbitration tribunal in the State of Florida pursuant to the rules of the
American Arbitration Association. Any and all disputes that you may have with
Traffic Grid shall be resolved individually, without resort to any form of
class action.

General Legal Terms

The Terms, including the Privacy Policy, constitute the
whole legal agreement between you and Traffic Grid and govern your use of the
Service and completely replace any prior agreements between you and Traffic
grid in relation to the Service. If any part of the Terms is held invalid or
unenforceable, that portion shall be construed in a manner consistent with
applicable law to reflect, as nearly as possible, the original intentions of
the parties, and the remaining portions shall remain in full force and effect.
The failure of Traffic Grid to exercise or enforce any right or provision of
the Terms shall not constitute a waiver of such right or provision. The failure
of either party to exercise in any respect any right provided for herein shall
not be deemed a waiver of any further rights hereunder. You agree that if
Traffic Grid does not exercise or enforce any legal right or remedy which is
contained in the Terms (or which Traffic Grid has the benefit of under any
applicable law), this will not be taken to be a formal waiver of Traffic Grid’s
rights and that those rights or remedies will still be available to Traffic
Grid. Traffic Grid shall not be liable for failing or delaying performance of
its obligations resulting from any condition beyond its reasonable control,
including but not limited to, governmental action, acts of terrorism,
earthquake, fire, flood or other acts of God, labor conditions, power failures,
and Internet disturbances. We may assign this contract at any time to any
parent, subsidiary, or any affiliated company, or as part of the sale to,
merger with, or other transfer of our company to another entity.