Please read these terms and conditions of use (“Terms of Use”) carefully before you install or open the Metropia app (together with the website, services, or other information provided as part of Metropia’s “Service”) on your mobile device. Your use of the Service indicates that you accept these Terms of Use. If you do not accept these Terms of Use, do not download, install, launch, or otherwise use the Service.

Introduction

These Terms of Use are a legally binding agreement between you and Metropia, Inc. (“Metropia,” “we,” “us,” or “our”). All references herein to “you” and “your” means you, the prospective app user. You must comply with all applicable laws, and these Terms of Use. Metropia may revise these Terms of Use at any time. You should visit www.metropia.com from time to time to review the current Terms of Use for the Service.

The DUO Service is not intended for children under the age of 18 or under the age to qualify for a driver’s license. IF YOU ARE UNDER THE AGE OF 18 YOU MUST HAVE PARENT PERMISSION TO USE THIS SERVICE. IF YOU ARE A PASSENGER UNDER 18 AND USING THE DUO SERVICES REFERENCED BELOW YOU MUST HAVE PARENT PERMISSION. By using the Service, you affirm that you are at least 18 years of age or have parent permission. Metropia does not seek to gather information from or about children under the age of 13 through the Service, even if they are a passenger. 

Metropia

The Service allows you to obtain GPS-assisted navigation recommendations to destinations throughout available markets (as specified at www.metropia.com/cities), depending on your cellular carrier (“Carrier”). The recommended departure time and route provided by the Service is a “Trip.” The Service considers time of day, traffic, time of departure, route selection, and other factors to provide various departure and route options for your Trip. These departure time and route options may not be the departure times and route you often use. The Service also provides you with alerts relating to your Trip, such as weather and accident notifications.

The Service is for your personal use only, and is not for resale or other transfer or disposition to any other person or entity.

The Service consists of a package of components, including map and other data, content, software, and services (collectively, with the Service, known as the “Package”) licensed to Metropia by third parties for the benefit of you and other end users. These Terms of Use include end-user terms required by these companies (set forth at the end of these Terms of Use), and your use of the Service is limited by and subject to such third party terms.

Driving Up Occupancy (DUO)

Metropia also operates a Driving Up Occupancy (DUO) Service. Metropia DUO is a voluntary drive share program that links carpool drivers and passengers who choose to use Metropia’s proprietary technologies for traffic avoidance and greater driving efficiency. DUO use by carpool drivers and passengers enables a reduction in traffic, pollution, and additional reward point sharing to incentivize increased vehicle use, efficiency and/or ride sharing. You may take part in the DUO service by being registered with Metropia, and accepting passengers who are also registered with Metropia as DUO users. Should you do so, your activities as a driver or passenger will be covered under a separate DUO terms of use, which may incorporate some of the terms in this agreement by reference.

NOTE: BOTH THE DRIVER AND THE PASSENGERS NEED TO BE REGISTERED UNDER THE DUO TERMS OF USE FOR EITHER TO RECEIVE POINTS FOR DUO QUALIFIED TRIPS.

Metropia Points

The Service may include an opportunity for you to earn (by completing tasks or taking part in activities) a type of virtual currency ("Points") which may be used to obtain discounts, offers, or other goods or services offered by Metropia, third-party partners and sponsors, or its successor (such items or other rewards, collectively called "Rewards"). To earn Points, you must create an account with Metropia as directed by Metropia. You may earn up to 300 points per day from using the Service, and may earn up to 1,000 Points per day from participating in certain Metropia user-engagement activities such as user surveys, focus groups, user-testing meetings and other marketing campaigns. Metropia Points are not real money, do not have monetary value, and may never be redeemed for money, or other items of monetary value from outside of the Service (except as otherwise expressly permitted by Metropia). We make no guarantee as to the nature, quality or value of the features of the Service or any third-party good or services that will be accessible through the use of Metropia Points, or the availability or supply of Metropia Points.

Drivers and Passengers are limited to the number of points they may receive in any day.  They will not receive credit for trips that exceed the maximum points per day. Furthermore, breaking up a trip into two trips to gain additional points is not allowed and may subject the user to forfeiting the points for the trip. To help prevent this, trips must be at least 15 minutes apart in order to count for points. Note that Metropia is always looking at ways to improve its services and reward its users, to this end it may occasionally create different reward systems for certain drivers, passengers, and/or routes. Metropia may do this at its sole discretion.  In the event that you are affected by such changes, you may be notified.

Metropia Points obtained via the Service are provided to you under a limited, personal, revocable, non-transferable, non-sublicenseable license to use through the most up-to-date Points redemption system offered by Metropia. Unless otherwise expressly permitted by Metropia, Points and Rewards may not be transferred or resold in any manner, including, without limitation, by means of any direct sale or auction service. Use of Metropia Points Rewards may be subject to a separate license or agreement with Metropia, or one or more other third parties. Aside from terms specifically provided to you in writing by a third party as to third party Rewards, you have no property interest, right, or title in/to any Points or Rewards appearing or originating in the Service, or any other attributes associated with use of the Service. Any “virtual currency” balance shown in your account does not constitute a real-world balance or reflect any stored value, but instead constitutes a measurement of the extent of your license, if any. The value of a Point is determined solely by Metropia at the time of redemption.

All Points and Rewards may be forfeited if your account with Metropia is terminated or suspended for any reason, or if Metropia discontinues availability of some or all of its Points-related services.

Once Points have been lost or spent, they will be subtracted from your account and cannot be refunded or returned, except at the sole discretion of Metropia. No Points will be re-credited to your account in the event of a return or exchange of a Reward, or any problem with any Reward.

We have no liability for hacking or loss of your Points or Rewards, or any goods or services obtained via Points. We have no obligation to, and will not, reimburse you for any Points or Rewards, or any goods or services obtained via Points that are lost due to your violation of these Terms of Use. We reserve the right, without prior notification, to limit the quantity of Points and/or Rewards, or to refuse to provide you with any Points and/or Rewards. Price, exchangeability, and availability of Points and Rewards are determined by Metropia at its sole discretion and are subject to change without notice. You agree that we have the absolute right to manage, distribute, regulate, control, modify and/or eliminate Points provided in connection with the Service as we see fit at our sole discretion, and that we will have no liability for exercising such right. We reserve the right to disqualify and prosecute to the fullest extent permitted by law any user who, in our reasonable suspicion, tampers with the Service (including Points), intentionally and improperly obtains more than the allowed Points, or acts in an unsportsmanlike or disruptive manner.

You agree that under no circumstances are we liable to you for any damages or claims that may arise from the loss or use of your Points regardless of the circumstances. You absolve us of any responsibility to maintain or update your Points account. However, if there is a failure of Points earned via the Service to be added to your Metropia account due to technical or operational problems with the Service, we will make commercially reasonable efforts to credit the appropriate number of Points once we have verified that you have earned such Points. Without limiting any of the foregoing, our maximum liability or responsibility to you is to credit the Points lost.

Your Location and Route Information

For Metropia to provide the Service and for you to earn Points, the Service must access your Trip information, including your point of origin, the address of your destination, the starting time of your journey, the Trip recommended to you, and must periodically receive your GPS location.

In using the Service, you authorize Metropia to access your GPS hardware and otherwise obtain this Trip information from your device, and to record, compile and display such information. Our use of such information is subject to Metropia's privacy policy located at www.metropia.com/privacy (the “Privacy Policy”).

Safe and Lawful Use of Metropia

You agree to comply with the following when using the Service:

• Observe all traffic laws, including all applicable cell phone and texting laws, and otherwise drive safely.

• Use your own personal judgment while driving. If you feel that a recommended Trip instructs you to perform an unsafe or illegal maneuver, places you in an unsafe situation, or directs you into an area that you consider to be unsafe, do not follow such instructions.

• Do not enter or change information or otherwise interact with the Service, unless your vehicle is stationary and parked.

• Do not use the Service for any illegal, unauthorized, unintended, unsafe, hazardous, or unlawful purposes, or in any manner inconsistent with these Terms of Use.

• Arrange all GPS and wireless devices and cables necessary for use of the Service in a secure manner in your vehicle so that they will not interfere with your driving and will not prevent the operation of any safety device (such as an airbag).

• Accept messages and notices delivered or displayed through the Service, including weather and accident notifications.

• YOU ASSUME ALL RISK ARISING FROM YOUR USE OF THE SERVICE. IN ADDITION TO THE OTHER DISCLAIMERS SET FORTH IN THESE TERMS OF USE, IN NO EVENT WILL METROPIA, ITS LICENSORS, SUPPLIERS, AGENTS OR EMPLOYEES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON THE INFORMATION OR RECOMMENDATIONS PROVIDED BY THE SERVICE.

Use of the Service

You agree that Metropia may collect and use technical data and related information, including, but not limited to, UDID and other technical information about your device, system, and application software, and peripherals. This information is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Service, and to anonymously track and report your activity inside of the Service, including for analytics purposes. Please see the Privacy Policy (www.metropia.com/privacy) for more details regarding the information Metropia collects and how it uses and discloses that information.

You should carefully read the Privacy Policy, as it is hereby incorporated into these Terms of Use by reference. Your use of the Service indicates that you accept the terms of the Privacy Policy. Subject to the Privacy Policy, any information you submit to us is at your own risk and must not be in violation of any contractual restrictions or other third party rights outside these Terms of Use.

While we encourage you to exercise discretion in choosing to complete a Trip, Points associated with each recommended Trip will be awarded to you only if you successfully complete a qualified Trip. If an event should arise, which is beyond your or Metropia’s control, that causes you to be unable to start and/or finish the Trip, Metropia will decide, in its sole discretion, whether to award you the Points associated with the Trip.

If you provide feedback, ideas, suggestions, or proposals (“Feedback”) to Metropia, you acknowledge and agree that Feedback does not contain confidential or proprietary information. You hereby grant Metropia the full right to use or disclose Feedback for any purpose. You are not entitled to any compensation or reimbursement of any kind from Metropia under any circumstances.

Third parties may offer their own products and services (collectively, “Third Party Services”) through the Service. You are responsible for evaluating the use of the Third Parties Services. Metropia is not responsible for and does not endorse any feature, content, advertising, products, warranty or other materials on or available from Third Party Services.

You agree not to do any of the following with the Service:

• Attempt to derive the source code, audio library or structure of the Service without the prior express written consent of Metropia.

• Alter, modify, create derivative works of, sell, license, or in any way exploit any part of the Service.

• Copy, reproduce, distribute, publish, display, perform, transmit, stream, or broadcast any part of the Service without Metropia’s prior written authorization, including, by way of example and not limitation, by doing or engaging in any of the following (unless expressly permitted):

· altering, defacing, mutilating, or otherwise bypassing any approved software through which the Service is made available; and

· using, altering, or removing any trademarks, service marks, design marks, logos, photographs, or other content belonging to Metropia or obtained from the Service.

• Bypass, circumvent, damage, or otherwise interfere with any security or other features of the Service designed to control the manner in which the Service is used.

• Harvest or mine any content available on the Service (“Service Content”).

• Access or use the Service in a manner inconsistent with individual human usage.

• Undertake, cause, permit, or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling, or hacking of any aspect of the Service or Service Content or any part thereof, or attempt to do any of the foregoing, except and solely to the extent permitted by these Terms of Use, the authorized features of the Service or Service Content, or by law, or otherwise attempt to use or access any portion of the Service other than as intended by Metropia.

• Use, display, mirror, frame, or utilize framing techniques to enclose the Service or the Service Content, or any portion thereof, through any other application or website, unless and solely to the extent Metropia makes available the means for embedding any part of the Service or the Service Content.

• Access, tamper with, or use non-public areas of the Service, Metropia’s (and its hosting company’s) computer systems and infrastructure, or the technical delivery systems of Metropia’s providers.

• Harass, abuse, harm, or advocate; or incite harassment, abuse, or harm of another person or group, including Metropia employees.

• Provide any false personal information to Metropia.

• Create a false identity or impersonate another person or entity in any way.

• Create a new account with Metropia, without Metropia’s express written consent, if Metropia has previously disabled an account of yours.

• Solicit, or attempt to solicit, personal information from other users of the Service.

• Restrict, discourage, or inhibit any person from using the Service, disclose personal information about a third person on the Service or obtained from the Service without the consent of such person, or collect information about users of the Service. The foregoing does not prevent a parent from restricting their children’s use of the service, or any other rights of the parents to restrict their children.

• Use the Service, without Metropia’s express written consent, for any commercial purpose, including communicating or facilitating any commercial advertisement or solicitation.

• Gain unauthorized access to the Service, to other users’ accounts, names, or personally identifiable information, or to other computers or websites connected or linked to the Service.

• Post, transmit or otherwise make available any virus, worm, spyware, or any other computer code, file, or program that may or is intended to disable, overburden, impair, damage, or hijack the operation of any hardware, software, or telecommunications equipment, or any other aspect of the Service or communications equipment and computers connected to the Service.

• Interfere with or disrupt the Service, networks, or servers connected to the Service or violate the regulations, policies, or procedures of such networks or servers.

• Violate any applicable federal, state, or local laws or regulations or these Terms of Use.

• Assist or permit any persons in engaging in any of the activities described above.

Promotional Campaigns

For every 100 lbs. of CO2 emissions saved by a user as a result of using Metropia mobile app, we will make a financial contribution to a third-party entity that agrees to use the contribution to plant a tree. Emission savings are to be determined by the Metropia mobile app and Metropia, Inc. at its sole discretion. Metropia may at any time terminate or amend the program, including changing the emissions savings requirement for each tree donation.

From time to time, Metropia may offer contests (“Contests”) through the Service, which may be sponsored by Metropia or a third-party (either, the “Contest Sponsor”), but in each case will be administered by Metropia. Each Contest will be subject to and governed by these Terms of Use and any other Contest rules that may be applicable to the Contest. The Contest Sponsor reserves the right, at its sole discretion, to suspend, modify, or cancel any Contest.

No purchase will be required to enter a Contest.

All Contests are open to legal residents of the United States who are at least 18 years old at the time of entry. If you wish to enter a Contest and are under the age 18, you must obtain permission from your parent or guardian to enter, and you represent and warrant that you possess such parental consent. Note Metropia cannot guarantee that some of the prizes will be available to individuals under age 18.  Only individuals are eligible to enter Contests. By entering a Contest, you (i) accept the conditions stated in these Terms of Use, (ii) agree to be bound by any additional Contest rules, which shall be provided to you at the time of entry, and (iii) warrant you are eligible to participate in the Contest. Employees, independent contractors, officers, and directors of Metropia and the Contest Sponsor, and their respective affiliates, subsidiaries, advertising, promotion, and fulfillment agencies, administrators and legal advisors, and their immediate family members and persons living in the same household, are not eligible to participate in any Contest. CONTESTS ARE VOID WHERE PROHIBITED OR RESTRICTED BY LAW and are subject to applicable federal, state and local laws and regulations.

Prizes (“Prizes”), the approximate retail value of the prizes, and the number of winners to be selected in each Contest will be determined by the Contest Sponsor at its sole discretion. To receive a prize, the winner may be required to provide proof of identification and any other information required by the Internal Revenue Service for tax purposes or other applicable laws. Any taxes applicable to prizes are the sole responsibility of the contest winner.

Telephone/Data Charges

You are responsible for any fees assessed by your Carrier to access the Service, including any data plan charges, toll, out-of-area, roaming, or other telephone connection charges. Standard messaging rates and other charges may apply when using certain features in the Service.

Termination

Metropia may change or discontinue the Service, and we reserve the right to terminate your access to the Service at any time for any or no reason and without notice to you. Metropia further reserves the right to withhold, remove or discard any content available in your user account.

You may terminate your account with the Service at any time by notifying Metropia via an email addressed to support@metropia.com. Any such cancellation by you shall become effective upon Metropia's receipt of your notice.

In the event of any such termination, you must:

Cease all use of the Service; and

Delete the Service from all devices on which it was resident.

All terms and conditions of these Terms of Use by their nature or their terms, should survive termination of these Terms of Use – including, without limitation, all statements of ownership, all disclaimers of warranties, and all limitations of liability.

Account Information

In order to register for the Service, you must provide your email address and a password or use a Facebook account.

You agree: (a) when signing up for the Service, to provide Metropia with true, accurate, current, and complete information about yourself, and (b) to inform Metropia promptly of any changes to such information to keep it true, accurate, current and complete.

If you provide Metropia with any information that is untrue, inaccurate, not current or incomplete, or Metropia has reasonable grounds to suspect so, Metropia has the right to suspend or terminate your access to the Service.

All of your account information, as well as other personal information provided by you to Metropia, is subject to the Privacy Policy.

Software License

Subject to your compliance with the terms of these Terms of Use, Metropia hereby grants to you a personal, non-exclusive, non-transferable, and revocable license to use the Service on a single compatible device that you own or control.

This license shall terminate upon any termination of these Terms of Use, or upon any suspension, termination or cancellation of your access to the Service.

Ownership and Copyright

Title, ownership, and intellectual property rights in and to the Service and data generated by the Service and all copies thereof shall remain with Metropia or Metropia’s licensors or suppliers (as applicable). You do not have and will not gain any proprietary interest in the Service (including any modifications or copies made by or for you) or any related intellectual property rights. Title and related rights in the Service Content are the property of the applicable content owner and may be protected by applicable law. This license gives you no rights to such Service Content. The Service is protected by U.S. and international intellectual property laws and treaties. The Service is licensed, not sold, and Metropia reserves all rights in the Service not expressly granted to you in these Terms of Use.

Trademarks

These Terms of Use do not grant to you any rights in connection with any trademarks or service marks of Metropia or of Metropia’s licensors or suppliers.

No Warranty

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICE, THE PACKAGE, AND SERVICE CONTENT ARE AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, THE PACKAGE, AND ALL SERVICE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND METROPIA HEREBY DISCLAIMS, ON BEHALF OF ITSELF AND ITS SUPPLIERS AND LICENSORS, ALL WARRANTIES AND CONDITIONS WITH RESPECT THERETO, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. METROPIA DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICE, THE PACKAGE, OR SERVICE CONTENT; THAT THE FUNCTIONS CONTAINED WITHIN OR SERVICES PERFORMED OR PROVIDED BY THE SERVICE, PACKAGE, OR SERVICE MATERIALS WILL MEET YOUR REQUIREMENTS; THAT THE OPERATION OF THE SERVICE, THE PACKAGE OR SERVICE MATERIALS WILL BE SECURE, UNINTERRUPTED, OR ERROR-FREE; OR THAT ANY DEFECTS IN ANY OF THE FOREGOING WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY METROPIA OR ITS AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS OF USE. SHOULD THE SERVICE, PACKAGE, OR SERVICE MATERIALS PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU, BUT IN SUCH A CASE THE FOREGOING WILL BE APPLIED TO THE GREATEST EXTENT ENFORCEABLE UNDER APPLICABLE LAW.

Limitation of Liability

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL METROPIA OR ITS SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY PERSONAL INJURY, LOSS, OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION - DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICE, THE PACKAGE, OR SERVICE CONTENT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF METROPIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. THIS LIMITATION MAY NOT APPLY TO YOU, AND IN SUCH EVENT, METROPIA’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) WILL NOT EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF, OR LIMITATION OF, CERTAIN TYPES OF DAMAGES OR LIABILITIES, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU, BUT IN SUCH A CASE THE FOREGOING WILL BE APPLIED TO THE GREATEST EXTENT ENFORCEABLE UNDER APPLICABLE LAW.

Indemnification

To the extent permitted by applicable law, you agree to indemnify, defend, and hold Metropia and its officers, directors, employees, agents, and successors harmless, and assign (the “Released Parties”) to be harmless from and against any liability, loss, damage, expense, and injury (including injuries resulting in death), demand, action, cost, expense, or claim of any kind or character, including but not limited to attorney's fees, arising out of or in connection with (a) your access, use, or misuse of the Service or Service Content, or (b) your violation of these Terms of Use. Metropia will use reasonable efforts to notify you of any such claim, action, or proceeding for which it seeks an indemnification from you upon becoming aware of it, but if Metropia is unable to communicate with you in a timely manner because of an inactive or erroneous e-mail address for you, your indemnification obligation will continue notwithstanding Metropia’s inability to contact you in a timely manner.

Arbitration and Governing Law; Third Party Disputes

You agree that any dispute, claim, or controversy arising out of or relating to these Terms of Use, the Service, the Package, or your use thereof, shall be settled by independent arbitration involving a neutral arbitrator and administered by the American Arbitration Association. The arbitrator shall apply the Commercial Arbitration Rules of the American Arbitration Association, and the judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction. Note that there is no judge or jury in an arbitration proceeding and the decision of the arbitrator shall be binding upon both parties.

You also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to your use of the Service or these Terms of Use:

• YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;

• YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE; AND

• YOU MUST FILE ANY CLAIM WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE OR IT IS FOREVER BARRED

These Terms of Use and the performance hereunder will be governed by and construed in accordance with the laws of the State of Arizona, without giving effect to its conflict of laws provisions therein. You agree to submit to the exclusive jurisdiction of the courts of the County of Pima, Arizona.

METROPIA IS NOT AFFILIATED WITH ANY CARRIER OR SERVICE PROVIDER, AND ANY DISPUTE YOU HAVE WITH ANY CARRIER, SERVICE PROVIDER, OR OTHER THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY OTHER USER OF THE SERVICE, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY AND YOU IRREVOCABLY RELEASE METROPIA (AND OUR OFFICERS, DIRECTORS, AFFILIATES, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

Miscellaneous

These Terms of Use constitute the entire agreement between Metropia and you with respect to the subject matter hereof. Metropia's or your failure to require performance of any provision shall not affect that party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of these Terms of Use constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

If any provision herein is held unenforceable, then such provision will be modified to reflect the intention of the parties, and the remaining provisions of these Terms of Use will remain in full force and effect.

You may not resell, assign, or transfer any of your rights hereunder. Any such attempt may result in termination of these Terms of Use, without liability to Metropia. Notwithstanding the foregoing, Metropia may assign these Terms of Use without restriction.

You represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

By using the Service, you consent to receive from Metropia all communications, including notices, agreements, legally required disclosures or other information in connection with the Service (collectively, “Notices”) electronically. Metropia may provide such Notices via the Service. If you desire to withdraw your consent to receive Notices electronically, you must discontinue your use of the Service. Metropia may email or send text messages to you from time to time to inform you about our products and services that we think will interest you, unless you inform us that you opt out from receiving such communications.

If you have any questions regarding the terms of these Terms of Use, please contact Metropia by sending an email to support@metropia.com.

Third Party Software

In addition to Metropia’s copyright in the Service, the Package may contain software components subject to some or all of the following third party copyrights:

• Restlet framework. See http://restlet.org/ for additional details regarding Restlet Framework

• Memcached. See http://memcached.org/; Free & open source, high-performance, distributed memory object caching system,

• Json, please is the data-interchange format see the http://www.json.org/

• Python, a programming language that lets you work quicker and integrate your systems more effectively. See details at http://python.org/

• Web2py, the free open source full-stack framework for rapid development of fast, scalable, secure and portable database-driven web-based applications. Written and programmable in Python

• Data source for maps: ©OpenStreetMaps contributors http://www.openstreetmap.org/copyright

• © 2014 Telenav, Inc. - All rights reserved. Map rendering powered by Scout – http://developer.scout.me

• Digital elevation data: http://www.viewfinderpanoramas.org/

• Wikipedia and Wikitravel : Wikipedia and Wikitravel licensed under http://creativecommons.org/licenses/by-sa/3.0/legalcode

• Google breakpad: © Google breakpad (see copyrights for details)

• Bitstream font: © Bitstream (see copyrights for details)

• Architects Daughter font: © Architects Daughter (see copyrights for details)

• Open Sans font: © Open Sans (see copyrights for details)

iOS App

• MAP SDK: https://github.com/jklimke/mapbox-ios-sdk

• Facebook: https://github.com/facebook/facebook-ios-sdk

• Google Plus: https://developers.google.com/+/mobile/ios/

• Google Admob: https://developers.google.com/mobile-ads-sdk/download#downloadios

• Google Analytics: https://developers.google.com/analytics/devguides/collection/mobile?hl=en

• TTS - OpenEars: http://www.politepix.com/openears/

Android App

• https://code.google.com/p/oauth-signpost/

http://twitter4j.org/en/index.html

• http://actionbarsherlock.com/

• https://github.com/facebook/facebook-android-sdk

• http://acra.ch/

• http://commons.apache.org/proper/commons-io/

• http://commons.apache.org/proper/commons-lang/

• https://code.google.com/p/osmdroid/

• http://www.slf4j.org/

https://developers.google.com/mobile-ads-sdk/download#download

• https://developers.google.com/analytics/devguides/collection/mobile?hl=en

• https://developer.android.com/google/play-services/index.html?hl=en

• http://developer.android.com/tools/support-library/index.html

END-USER TERMS REQUIRED BY APPLE INC.

YOUR USE OF METROPIA IS AT YOUR SOLE RISK. LOCATION DATA MAY NOT BE ACCURATE.

• Acknowledgement: The Terms of Use are concluded between you and Metropia, and not with Apple, and Metropia, not Apple, is solely responsible for the Service and the content thereof.

• Maintenance and Support: You hereby acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service.

• Warranty: In the event of any failure of the Service to conform to any applicable warranty you may notify Apple, and Apple will refund the purchase price for the Service to you; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Service, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Metropia's sole responsibility.

• Product Claims: You hereby acknowledge that Metropia, not Apple, is responsible for addressing any claims of the end-user or any third party relating to the Service or the end-user's possession and/or use of the Service, including, but not limited to: (i) product liability claims; (ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

• Intellectual Property Rights: You hereby acknowledge that, in the event of any third party claim that the Service or your possession and use of the Service infringes that third party's intellectual property rights, Metropia, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

• Legal Compliance: You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

• Third Party Terms of Agreement: You must comply with applicable third party terms of agreement when using the Service.

• Third Party Beneficiary: You acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of the Terms of Use, and that, upon the your acceptance of the Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms of Use against you as a third party beneficiary thereof.

Revised March 10, 2016


Metropia DUO Terms of Use

Please read these terms and conditions of use (“Terms of Use”) carefully before you install or open the Metropia app (together with the website, services, or other information provided as part of Metropia’s DUO services, the “DUO Service”) on your mobile device. Your use of the DUO Service indicates that you accept these Terms of Use. If you do not accept these Terms of Use, do not download, install, launch, or otherwise use the DUO Service. These Terms of Use are binding on both the driver and the passenger and are in addition to the Terms of Use for drivers using Metropia’s services.

Introduction

These Terms of Use are a legal binding agreement between you and Metropia, Inc. (“Metropia,” “we,” “us,” or “our”). All references herein to “you” and “your” means you. You must comply with all applicable laws and these Terms of Use. Metropia may revise these Terms of Use at any time. You should visit http://www.metropia.com from time to time to review the current Terms of Use for the DUO Service.

The DUO Service is not intended for children under the age of 18. IF YOU ARE UNDER 18 YEARS OF AGE, YOU MUST NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER. By using the DUO Service, you affirm that you are at least 18 years of age. Metropia does not seek to gather information from or about children under the age of 18 through the DUO Service. THE FOREGOING DOES NOT IN ANYWAY PREVENT PARENTS FROM TAKING THEIR CHILDREN UNDER AGE 18 AS PASSENGERS ON A TRIP.

Metropia

The DUO Service allows you to obtain GPS-assisted navigation recommendations to destinations throughout available markets (as specified at www.metropia.com/cities), depending on your cellular carrier (“Carrier”). The DUO Service is for your personal use only and is not for resale or other transfer or disposition to any other person or entity.

The DUO Service consists of a package of components, including map and other data, content, software, and services (collectively, with the DUO Service, known as the “Package”) licensed to Metropia by third parties for the benefit of you and other end users. These Terms of Use include end-user terms required by these companies (set forth at the end of these Terms of Use), and your use of the DUO Service is limited by and subject to such third party terms.

Driving Up Occupancy (DUO)

Metropia DUO is a voluntary drive share program that links carpool drivers and passengers who choose to use Metropia’s proprietary technologies for traffic avoidance and greater driving efficiency. DUO use by carpool drivers and passengers enables a reduction in traffic, pollution, and additional reward point sharing to incentivize increased vehicle use, efficiency and/or ride sharing.

Caution

Though the DUO Service and Metropia assume that the driver and passenger know one another, Metropia does not in any way facilitate their meeting, and the following cautions should be noted: 

Metropia does not do any screening of drivers or passengers concerning their mental or physical health or their criminal record or reputation for bizarre or harmful habits including inebriation, drug use or domestic violence. 

Driver and DUO passengers need to make their own assessment of the mental and or physical health or motivations of the driver or passenger(s) and whether they are intoxicated or under the influence of drugs, before the trip begins.  Metropia shall not be responsible for any injuries or illnesses caused by the driver or passenger(s) nor will it be responsible for any damages or inconvenience caused by the passengers including, but not limited to vomiting, urinating or otherwise leaving a mess in the vehicle.

YOU AGREE THAT YOUR USE OF METROPIA DUO SERVICE IS AT YOUR SOLE RISK. 

Metropia makes no representations as to whether the Driver has insurance or whether the passenger will be covered by that insurance. Driver agrees that he/she is covered by insurance and is a licensed driver. Driver is cautioned to check their insurance terms to verify that DUO passengers are covered by driver’s insurance.

Sharing Expenses

Riders may agree to compensate the driver for some costs of the trip such as tolls or gas.  These   negotiations are solely between the driver and passenger. Metropia is in no way involved with these negotiations or responsible to resolve any dispute regarding them.

Drivers are cautioned if they ask for anything more than reimbursement of the costs of the trip. The driver’s insurance company may consider such requests as evidence of “driving passengers for hire” and thus void any protection it provides for passengers. If in doubt, drivers should check with their insurance company.

Metropia Points

The DUO Service may include an opportunity for you to earn (by completing tasks or taking part in activities) a type of virtual currency ("Points") which may be used to obtain discounts, offers, or other goods or services offered by Metropia, third-party partners and sponsors, or its successor (such items or other rewards, collectively, "Rewards"). To earn Points, you must create an account with Metropia as directed by Metropia. You may earn up to 300 points per day from using the DUO Service, and may earn up to 1,000 Points per day from participating in certain Metropia user-engagement activities such as user surveys, focus groups, user-testing meetings and other marketing campaigns. Metropia Points are not real money, do not have monetary value, and may never be redeemed for money, or other items of monetary value from outside of the DUO Service (except as otherwise expressly permitted by Metropia). We make no guarantee as to the nature, quality or value of the features of the DUO Service or any third-party good or services that will be accessible through the use of Metropia Points, or the availability or supply of Metropia Points.

Drivers and Passengers are limited to the number of points they may receive in any day.  They will not receive credit for trips that exceed the maximum points per day. Furthermore, breaking up a trip into two trips to gain additional points is not allowed and may subject the user to forfeiting the points for the trip. To help prevent this, trips must be at least 15 minutes apart in order to count for points. Note that Metropia is always looking at ways to improve its services and reward its users, to this end it may occasionally create different reward systems for certain drivers and passengers and or routes. Metropia may do this at its sole discretion.  In the event that you are affected by such changes you may be notified but issuing such a notification is also at Metropia’s sole discretion.

Metropia Points obtained via the DUO Service are provided to you under a limited, personal, revocable, non-transferable, non-sublicenseable license to use through the most up-to-date Points redemption system offered by Metropia. Except as otherwise expressly permitted by Metropia, Points and Rewards may not be transferred or resold in any manner, including, without limitation, by means of any direct sale or auction service. Use of Metropia Points Rewards may be subject to a separate license or agreement with Metropia, or one or more other third parties. Aside from terms specifically provided to you in writing by a third party as to third party Rewards, you have no property interest, right, or title in/to any Points or Rewards appearing or originating in the DUO Service, or any other attributes associated with use of the DUO Service. Any “virtual currency” balance shown in your account does not constitute a real-world balance or reflect any stored value, but instead constitutes a measurement of the extent of your license, if any. The value of a Point is determined solely by Metropia at the time of redemption.

All Points and Rewards may be forfeited if your account with Metropia is terminated or suspended for any reason or if Metropia discontinues availability of some or all of its Points-related services.

Once Points have been lost or spent, they will be subtracted from your account and cannot be refunded or returned, except at the sole discretion of Metropia. No Points will be re-credited to your account in the event of a return or exchange of a Reward, or any problem with any Reward.

We have no liability for hacking or loss of your Points or Rewards or any goods or services obtained via Points. We have no obligation to, and will not, reimburse you for any Points or Rewards, or any goods or services obtained via Points that are lost due to your violation of these Terms of Use. We reserve the right, without prior notification, to limit the quantity of Points and/or Rewards, or to refuse to provide you with any Points and/or Rewards. Price, exchangeability and availability of Points and Rewards are determined by Metropia at its sole discretion and are subject to change without notice. You agree that we have the absolute right to manage, distribute, regulate, control, modify and/or eliminate Points provided in connection with the DUO Service as we see fit in our sole discretion, and that we will have no liability for exercising such right. We reserve the right to disqualify and prosecute to the fullest extent permitted by law any user who, in our reasonable suspicion, tampers with the DUO Service (including Points), intentionally and improperly obtains more than the allowed Points, or acts in an unsportsmanlike or disruptive manner.

You agree that under no circumstances are we liable to you for any damages or claims that may arise from the loss or use of your Points, regardless of the circumstances. You absolve us of any responsibility to maintain or update your Points account. However, if there is a failure of Points earned via the DUO Service to be added to your Metropia account due to technical or operational problems with the DUO Service, we will make commercially reasonable efforts to credit the appropriate number of Points once we have verified that you have earned such Points. Without limiting any of the foregoing, our maximum liability or responsibility to you is to credit the Points lost.

Your Location and Route Information

For Metropia to provide the DUO Service and for you to earn Points, the DUO Service will periodically receive your GPS information, which includes locations and time stamps for GPS data. In using the DUO Service, you authorize Metropia to access your GPS hardware and otherwise obtain this Trip information from your device, and to record, compile and display such information. Our use of such information is subject to Metropia's privacy policy located at www.metropia.com/privacy (the “Privacy Policy”).

Safe and Lawful Use of Metropia

You agree to comply with the following when using the DUO Service:

As the driver:  you agree to all the terms described in the Metropia Drive Time Agreement dated January 28, 2015 and any amendments thereto.  This includes but is not limited to: Observing all traffic laws, including all applicable cell phone and texting laws, and to otherwise drive safely.

As a passenger:  you agree to the following:

• Not in any way hinder or distract the driver, or otherwise be disruptive

• Not be inebriated or under the influence of any illegal drugs

• Not carry or have any opened containers of alcohol or illegal drugs on your person

• Not to in anyway damage or litter the driver’s vehicle

• Not to smoke in the vehicle, unless invited to do so by the driver

YOU ASSUME ALL RISK ARISING OUT OF YOUR USE OF THE SERVICE. IN ADDITION TO THE OTHER DISCLAIMERS SET FORTH IN THESE TERMS OF USE, IN NO EVENT WILL METROPIA, ITS LICENSORS, SUPPLIERS, AGENTS OR EMPLOYEES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON THE INFORMATION OR RECOMMENDATIONS PROVIDED BY THE SERVICE.

Use of the Service

You agree that Metropia may collect and use technical data and related information, including, but not limited to, UDID and other technical information about your device, system, and application software, and peripherals. This information is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the DUO Service, and to anonymously track and report your activity inside of the DUO Service, including for analytics purposes. Please see the Privacy Policy (www.metropia.com/privacy) for more details regarding the information Metropia collects and how it uses and discloses that information.

You should carefully read the Privacy Policy, as it is hereby incorporated into these Terms of Use by reference. Your use of the DUO Service indicates that you accept the terms of the Privacy Policy. Subject to the Privacy Policy, any information you submit to us is at your own risk and must not be in violation of any contractual restrictions or other third party rights outside these Terms of Use.

While we encourage you to exercise discretion in choosing to complete a Trip, Points associated with each recommended Trip will be awarded to you only if you complete a qualified Trip. If an event should arise, which is beyond your or Metropia’s control, that causes you to be unable to start and/or finish the Trip, Metropia will decide, in its sole discretion, whether to award you the Points associated with the Trip.

If you provide feedback, ideas, suggestion, or proposals (“Feedback”) to Metropia, you acknowledge and agree that Feedback does not contain confidential or proprietary information. You hereby grant Metropia the full right to use or disclose Feedback for any purpose. You are not entitled to any compensation or reimbursement of any kind from Metropia under any circumstances.

Third parties may offer their own products and services (collectively, “Third Party DUO Services”) through the DUO Service. You are responsible for evaluating the use of the Third Parties DUO Services. Metropia is not responsible for and does not endorse any feature, content, advertising, products, warranty or other materials on or available from Third Party Services.

You agree not to do any of the following with the DUO Service:

• Attempt to derive the source code, audio library or structure of the DUO Service without the prior express written consent of Metropia.

• Alter, modify, create derivative works of, sell, license, or in any way exploit any part of the DUO Service.

• Copy, reproduce, distribute, publish, display, perform, transmit, stream, or broadcast any part of the DUO Service without Metropia’s prior written authorization, including, by way of example and not limitation, by doing or engaging in any of the following (unless expressly permitted):

· altering, defacing, mutilating, or otherwise bypassing any approved software through which the DUO Service is made available; and

· using, altering or removing any trademarks, service marks, design marks, logos, photographs, or other content belonging to Metropia or obtained from the DUO Service.

• Bypass, circumvent, damage, or otherwise interfere with any security or other features of the DUO Service designed to control the manner in which the DUO Service is used.

• Harvest or mine any content available on the DUO Service (“DUO Service Content”).

• Access or use the DUO Service in a manner inconsistent with individual usage.

• Undertake, cause, permit, or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling, or hacking of any aspect of the DUO Service or DUO Service Content or any part thereof, or attempt to do any of the foregoing, except and solely to the extent permitted by these Terms of Use, the authorized features of the DUO Service or DUO Service Content, or by law, or otherwise attempt to use or access any portion of the DUO Service other than as intended by Metropia.

• Use, display, mirror, frame, or utilize framing techniques to enclose the DUO Service or the DUO Service Content, or any portion thereof, through any other application or website, unless and solely to the extent Metropia makes available the means for embedding any part of the DUO Service or the DUO Service Content.

• Access, tamper with, or use non-public areas of the DUO Service, Metropia’s (and its hosting company’s) computer systems and infrastructure, or the technical delivery systems of Metropia’s providers.

• Harass, abuse, harm, or advocate or incite harassment, abuse, or harm of another person or group, including Metropia employees.

• Provide any false personal information to Metropia.

• Create a false identity or impersonate another person or entity in any way.

• Create a new account with Metropia, without Metropia’s express written consent, if Metropia has previously disabled an account of yours.

• Solicit, or attempt to solicit, personal information from other users of the DUO Service.

• Restrict, discourage, or inhibit any person from using the DUO Service, disclose personal information about a third person on the DUO Service or obtained from the DUO Service without the consent of such person, or collect information about users of the DUO Service. The foregoing does not in any way prevent a parent from restricting their children’s use of the service or any other rights of the parents to restrict their children.

• Use the DUO Service, without Metropia’s express written consent, for any commercial purpose, including communicating or facilitating any commercial advertisement or solicitation.

• Gain unauthorized access to the DUO Service, to other users’ accounts, names, or personally identifiable information, or to other computers or websites connected or linked to the DUO Service.

• Post, transmit or otherwise make available any virus, worm, spyware, or any other computer code, file, or program that may or is intended to disable, overburden, impair, damage, or hijack the operation of any hardware, software, or telecommunications equipment, or any other aspect of the DUO Service or communications equipment and computers connected to the DUO Service.

• Interfere with or disrupt the DUO Service, networks, or servers connected to the DUO Service or violate the regulations, policies or procedures of such networks or servers.

• Violate any applicable federal, state, or local laws or regulations or these Terms of Use.

• Assist or permit any persons in engaging in any of the activities described above.

Promotional Campaigns

For every 100 lbs. of CO2 emissions saved by a user as a result of using Metropia mobile app, we will make a financial contribution to a third-party entity that agrees to use the contribution to plant a tree. Emission savings to be determined by the Metropia mobile app and Metropia, Inc. at its sole discretion. Metropia may at any time terminate or amend the program, including changing the emissions savings requirement for each tree donation.

From time to time, Metropia may offer contests (“Contests”) through the DUO Service, which may be sponsored by Metropia or a third-party (either, the “Contest Sponsor”), but in each case will be administered by Metropia. Each Contest will be subject to and governed by these Terms of Use and any other Contest rules that may be applicable to such Contest. The Contest Sponsor reserves the right, in its sole discretion, to suspend, modify, or cancel any Contest.

No purchase will be required to enter a Contest.

All Contests are open to legal residents of the United States who are at least 18 years old at the time of entry. If you wish to enter a Contest and are under the age 18, you must obtain permission from your parent or guardian to enter and you represent and warrant that you possess such parental consent. Note Metropia cannot guarantee that some of the prizes will be available to individuals under age 18.  Only individuals are eligible to enter Contests. By entering a Contest, you (i) accept the conditions stated in these Terms of Use, (ii) agree to be bound by any additional Contest rules, which shall be provided to you at the time of entry, and (iii) warrant you are eligible to participate in the Contest. Employees, independent contractors, officers, and directors of Metropia and the Contest Sponsor, and their respective affiliates, subsidiaries, advertising, promotion, and fulfillment agencies, administrators and legal advisors, and their immediate family members and persons living in the same household, are not eligible to participate in any Contest. CONTESTS ARE VOID WHERE PROHIBITED OR RESTRICTED BY LAW and are subject to applicable federal, state and local laws and regulations.

Prizes (“Prizes”), the approximate retail value of the prizes, and the number of winners to be selected in each Contest will be determined by the Contest Sponsor at its sole discretion. To receive a prize, the winner may be required to provide proof of identification and any other information required by the Internal Revenue DUO Service for tax purposes or other applicable laws. Any taxes applicable to prizes are the sole responsibility of the contest winner.

Telephone/Data Charges

You are responsible for any fees assessed by your Carrier to access the DUO Service, including any data plan charges, toll, out-of-area, roaming, or other telephone connection charges. Standard messaging rates and other charges may apply when using certain features in the DUO Service.

Termination

Metropia may change or discontinue the DUO Service, and Metropia reserves the right to terminate your access to the DUO Service at any time for any or no reason and without notice to you. Metropia further reserves the right to withhold, remove or discard any content available in your user account.

You may terminate your account with the DUO Service at any time by notifying Metropia via an email addressed to support@metropia.com. Any such cancellation by you shall become effective upon Metropia's receipt of your notice.

In the event of any such termination, you must:

Cease all use of the DUO Service; and

Delete the DUO Service from all devices on which it was resident.

All terms and conditions of these Terms of Use by their nature or their terms, should survive termination of these Terms of Use – including, without limitation, all statements of ownership, all disclaimers of warranties, and all limitations of liability.

Account Information

In order to register for the DUO Service, you must provide your email address and a password if you choose to create a new account in Metropia. If you choose to create an account by using the Facebook login option you need to permit Metropia to access your Facebook account info in your Facebook setting.

You agree: (a) when signing up for the DUO Service, to provide Metropia with true, accurate, current, and complete information about yourself, and (b) to inform Metropia promptly of any changes to such information to keep it true, accurate, current and complete.

If you provide Metropia with any information that is untrue, inaccurate, not current or incomplete, or Metropia has reasonable grounds to suspect so, Metropia has the right to suspend or terminate your access to the DUO Service.

All of your account information, as well as other personal information provided by you to Metropia, is subject to the Privacy Policy.

Software License

Subject to your compliance with the terms of these Terms of Use, Metropia hereby grants to you a personal, non-exclusive, non-transferable, and revocable license to use the DUO Service on a single compatible device that you own or control.

This license shall terminate upon any termination of these Terms of Use, or upon any suspension, termination or cancellation of your access to the DUO Service.

Ownership & Copywright

Title, ownership, and intellectual property rights in and to the DUO Service and data generated by the DUO Service and all copies thereof shall remain with Metropia or Metropia’s licensors or suppliers (as applicable). You do not have and will not gain any proprietary interest in the DUO Service (including any modifications or copies made by or for you) or any related intellectual property rights. Title and related rights in the DUO Service Content are the property of the applicable content owner and may be protected by applicable law. This license gives you no rights to such DUO Service Content. The DUO Service is protected by U.S. and international intellectual property laws and treaties. The DUO Service is licensed, not sold, and Metropia reserves all rights in the DUO Service not expressly granted to you in these Terms of Use.

Trademarks

These Terms of Use do not grant to you any rights in connection with any trademarks or service marks of Metropia or of Metropia’s licensors or suppliers.

No Warranty

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICE, THE PACKAGE, AND SERVICE CONTENT ARE AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, THE PACKAGE, AND ALL SERVICE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND METROPIA HEREBY DISCLAIMS, ON BEHALF OF ITSELF AND ITS SUPPLIERS AND LICENSORS, ALL WARRANTIES AND CONDITIONS WITH RESPECT THERETO, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. METROPIA DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICE, THE PACKAGE, OR SERVICE CONTENT, THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED OR PROVIDED BY THE SERVICE, PACKAGE, OR SERVICE MATERIALS WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICE, THE PACKAGE OR SERVICE MATERIALS WILL BE SECURE, UNINTERRUPTED, OR ERROR-FREE, OR THAT ANY DEFECTS IN ANY OF THE FOREGOING WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY METROPIA OR ITS AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS OF USE. SHOULD THE SERVICE, PACKAGE, OR SERVICE MATERIALS PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU, BUT IN SUCH A CASE THE FOREGOING WILL BE APPLIED TO THE GREATEST EXTENT ENFORCEABLE UNDER APPLICABLE LAW.

Limitation of Liability

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL METROPIA OR ITS SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY PERSONAL INJURY, LOSS, OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICE, THE PACKAGE, OR SERVICE CONTENT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF METROPIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. IF THIS LIMITATION MAY NOT APPLY TO YOU THEN IN SUCH EVENT METROPIA’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) WILL NOT EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATION OF CERTAIN TYPES OF DAMAGES OR LIABILITIES, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU, BUT IN SUCH A CASE THE FOREGOING WILL BE APPLIED TO THE GREATEST EXTENT ENFORCEABLE UNDER APPLICABLE LAW.

Indemnification

To the extent permitted by applicable law, you agree to indemnify, defend, and hold Metropia and its officers, directors, employees, agents, successors and assigns (the “Released Parties”) harmless from and against any liability, loss, damage, expense, and injury (including injuries resulting in death), demand, action, cost, expense, or claim of any kind or character, including but not limited to attorney's fees, arising out of or in connection with (a) your access, use, or misuse of the DUO Service or DUO Service Content, or (b) your violation of these Terms of Use. Metropia will use reasonable efforts to notify you of any such claim, action, or proceeding for which it seeks an indemnification from you upon becoming aware of it, but if Metropia is unable to communicate with you in a timely manner because of an inactive or erroneous e-mail address for you, your indemnification obligation will continue notwithstanding Metropia’s inability to contact you in a timely manner.

Arbitration and Governing Law; Third Party Disputes

You agree that any dispute, claim, or controversy arising out of or relating to these Terms of Use, the DUO Service, the Package, or your use thereof, shall be settled by independent arbitration involving a neutral arbitrator and administered by the American Arbitration Association. The arbitrator shall apply the Commercial Arbitration Rules of the American Arbitration Association, and the judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction. Note that there is no judge or jury in an arbitration proceeding and the decision of the arbitrator shall be binding upon both parties.

You also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to your use of the DUO Service or these Terms of Use:

• YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;

• YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE; AND

• YOU MUST FILE ANY CLAIM WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE OR IT IS FOREVER BARRED

These Terms of Use and the performance hereunder will be governed by and construed in accordance with the laws of the State of Arizona, without giving effect to its conflict of laws provisions therein. You agree to submit to the exclusive jurisdiction of the courts of the County of Pima, Arizona.

METROPIA IS NOT AFFILIATED WITH ANY CARRIER OR SERVICE PROVIDER, AND ANY DISPUTE YOU HAVE WITH ANY CARRIER, SERVICE PROVIDER, OR OTHER THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY OTHER USER OF THE SERVICE, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY AND YOU IRREVOCABLY RELEASE METROPIA (AND OUR OFFICERS, DIRECTORS, AFFILIATES, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

Miscellaneous

These Terms of Use constitute the entire agreement between Metropia and you with respect to the subject matter hereof. Metropia's or your failure to require performance of any provision shall not affect that party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of these Terms of Use constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

If any provision herein is held unenforceable, then such provision will be modified to reflect the intention of the parties, and the remaining provisions of these Terms of Use will remain in full force and effect.

You may not resell, assign, or transfer any of your rights hereunder. Any such attempt may result in termination of these Terms of Use, without liability to Metropia. Notwithstanding the foregoing, Metropia may assign these Terms of Use without restriction.

You represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

By using the DUO Service, you consent to receive from Metropia all communications, including notices, agreements, legally required disclosures or other information in connection with the DUO Service (collectively, “Notices”) electronically. Metropia may provide such Notices via the DUO Service. If you desire to withdraw your consent to receive Notices electronically, you must discontinue your use of the DUO Service. Metropia may email or send text messages to you from time to time to inform you about our products and services that we think will interest you, unless you inform us that you opt out from receiving such communications.

If you have any questions regarding the terms of these Terms of Use, please contact Metropia by sending an email to info@metropia.com.

 

Third Party Software

In addition to Metropia’s copyright in the DUO Service, the Package may contain software components subject to some or all of the third party copyrights. The third party software which may be involved and copyrighted is included in the Driver Terms of Use Agreement and are incorporated herein by reference.

• Acknowledgement: The Terms of Use are concluded between you and Metropia, and not with Apple, and Metropia, not Apple, is solely responsible for the DUO Service and the content thereof.

• Maintenance and Support: You hereby acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the DUO Service.

• Warranty: In the event of any failure of the DUO Service to conform to any applicable warranty you may notify Apple, and Apple will refund the purchase price for the DUO Service to you; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the DUO Service, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Metropia's sole responsibility.

• Product Claims: You hereby acknowledge that Metropia, not Apple, is responsible for addressing any claims of the end-user or any third party relating to the DUO Service or the end-user's possession and/or use of the DUO Service, including, but not limited to: (i) product liability claims; (ii) any claim that the DUO Service fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

• Intellectual Property Rights: You hereby acknowledge that, in the event of any third party claim that the DUO Service or your possession and use of the DUO Service infringes that third party's intellectual property rights, Metropia, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

• Legal Compliance: You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

• Third Party Terms of Agreement: You must comply with applicable third party terms of agreement when using the DUO Service.

• Third Party Beneficiary: You acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of the Terms of Use, and that, upon the your acceptance of the Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms of Use against you as a third party beneficiary thereof.

Effective as of March 10, 2016