ROADNET SITE TERMS AND CONDITIONS OF USE

Terms and Conditions: Roadnet Technologies, Inc. ("Roadnet", "we" or "our") offers and provides the web pages available at www.roadnet.com (this "Site") both to Roadnet customers and to the general public.

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY WHEN ACCESSING THE SITE. BY ACCESSING THE SITE, YOU SIGNIFY YOUR AGREEMENT TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, PLEASE DO NOT USE OR ACCESS THIS SITE.

Scope and Use: These Terms and Conditions of Use govern your use of the Site and all services available on the Site, unless the subject of a separate agreement. Please do not use the Site if you have not reached the age of legal majority in the jurisdiction in which you live. The personal information you submit on the Site is governed by the Roadnet Privacy Policy, which is incorporated herein by reference. Your acceptance of these Terms of Use constitutes your acceptance of the Roadnet Privacy Policy. If you object to your personal information being used as described in the Roadnet Privacy Policy, please do not submit information to, use or register to use the Site.

Modifications: The Internet and this Site are constantly evolving. Roadnet reserves the right to at any time change or modify these Terms and Conditions of Use or to impose new conditions with respect to your use of this Site. Roadnet shall also have the right at any time to change or discontinue any aspect of or feature of this Site, including but not limited to content, functionality, and means of access or use. Such changes, modifications, or additions shall be effective immediately upon notice to you, which may be given by means including but not limited to posting on these Terms and Conditions of Use or elsewhere on the Site, electronic mail, or any means by which you obtain actual knowledge.

Registration: Access to portions of the Site is limited to customers who have been issued a user identification and password by Roadnet. If you have been issued such a user identification and password, you represent and warrant that all information you provide to Roadnet in connection therewith at the time of registration or otherwise (such information being the "Registration Data") is true, accurate, current and complete. You also agree to maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you have provided or provide any Registration Data that is untrue, inaccurate, not current or incomplete or otherwise fail to comply with any of these Terms and Conditions of Use, or Roadnet has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete or that you have otherwise failed to comply with any of these Terms and Conditions of Use, Roadnet has the right, without prior notice to you, to suspend or terminate your account and refuse any and all current or future use of any portion of the Site.

Copyright Ownership, License and Restrictions on Use: All right, title and interest to all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials on the Site ("Content") (including all copyrights, trademarks, patent rights and other intellectual property rights) on the Site and all information contained therein is and shall remain the sole property of Roadnet and its licensors, as applicable. The Content is protected by copyright and other laws both in the U.S. and in other jurisdictions. You are authorized to view and use information retrieved from the Site solely for your personal or internal business purposes. Except with prior written authorization from Roadnet, no Content may be copied, reproduced, downloaded, uploaded, displayed, sold, modified, posted, distributed, incorporated into another work, used to create a derivative work, or otherwise exploited in any way, except that limited reproduction is permitted for your personal use. In no event may you remove any copyright or other proprietary notices or legends appearing on this Site.

Trademarks: "Roadnet" and the Roadnet logo are the registered trademarks of Roadnet Technologies, Inc. The other trademarks, service marks and logos displayed in the Site are registered and unregistered trademarks of Roadnet and others. Nothing contained on this Roadnet Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on this site without the written permission of Roadnet or such third party that owns the trademark.

User Conduct: You acknowledge and agree that you, and not Roadnet, are entirely responsible for all Content that you upload, post, email or otherwise transmit to the Site, and that similarly, Content posted or otherwise transmitted to the Site by other Account Users shall remain solely the responsibility of those users, not Roadnet (regardless of the title or ownership of such Content). You agree that all right, title and interest to all Content uploaded, posted or otherwise transmitted to the Site by you or Your User (as defined below) shall belong to Roadnet upon such submission, and that Roadnet will have an unrestricted, irrevocable, world-wide, royalty-free right to use, communicate, reproduce, publish, display, distribute, and exploit such submitted Content in any manner it chooses.

Links: This Site contains hypertext links to web sites of other third parties. Roadnet does not control these web sites and is not responsible for their content. The existence of such links does not indicate any approval, endorsement or authentication of any material appearing on such linked sites. The existence of such links does not indicate any association between Roadnet and the owners or operators except as specifically set forth on this Site or in other Roadnet materials. You assume sole responsibility for use of third party links. You may establish a hypertext link to this Roadnet site, provided (a) you only link to the home page located at www.roadnet.com, (b) the link does not state or imply any endorsement or sponsorship of you, your company, or your site by Roadnet, (c) you do not remove or obscure, by framing or otherwise, advertisements, the copyright notice, or other notices on this site, (d) you provide Roadnet notice of such link by sending an email to info@roadnet.com, and (e) you promptly discontinue providing links to this Site upon notification by Roadnet.

Compliance/Indemnity: You agree to abide by all applicable local, state, national and international laws and regulations and are solely responsible for all acts or omissions that occur under your account or password, including any Content posted to the Site under such password. By way of example, and not as a limitation, you agree not to take the following actions, or allow another person to use your account, to take the following actions:

  1. post or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable or determine by Roadnet (in its sole discretion) to be inappropriate for the Site;
  2. defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
  3. impersonate any person or entity, including, but not limited to, a representative of Roadnet or any of Roadnet's service providers, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  4. post or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  5. post or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
  6. post or otherwise transmit any material that contains software viruses, trojan horses, worms, time bombs, cancelbots or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or
  7. interfere with or disrupt the operation of the Site or servers or networks hosting or connected to the Site.

You agree to indemnify and hold Roadnet, its owners, affiliates, directors, officers, agents, subcontractors, service providers, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of (i) Content submitted, posted to or transmitted through the Site by Your User, (ii) any violation of these Terms and Conditions of Use by Your User, or (v) any violation of any rights of a third party caused by Your User. "Your User" means you or any person or entity using your account (x) with your permission, (y) as a result of your failure to adequately protect your account password, or (z) as a result of your failure to immediately notify Roadnet of any unauthorized use of your password or account or any other breach of security.

Disclaimers: You acknowledge that Roadnet does not own, operate or manage the Internet; communications on the Internet may not be secure and may be subject to interception or loss; and certain Content available on the Internet is copyrighted and may have been distributed in violation of copyright laws. You further acknowledge that Roadnet has no obligation to review the Content posted on the Site. Under no circumstances will Roadnet be liable in any way for your use of the Site or for any Content (whether originating with Roadnet or with any other Account User), including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise transmitted via the Site. Accordingly, you agree that you must evaluate, and bear all risks associated with, your use of the Site or of all Content, including any reliance on the accuracy, completeness, or usefulness of such Content (whether originating with Roadnet or otherwise). Roadnet does not guarantee continuous, uninterrupted or secure access to the Site, and operation of the Site may be interfered with by numerous factors outside of our control. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS AND CONDITIONS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THIS SITE.

THE SITE AND ANY CONTENT OBTAINED THEREFROM ARE PROVIDED ON AN "AS IS" BASIS AND ROADNET EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT SHALL ROADNET OR ANY OF ITS OWNERS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE (WHETHER IN AN ACTION ARISING FROM CONTRACT OR TORT) FOR (i) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ROADNET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY OTHER MATTER RELATING TO THIS SITE, OR (ii) ANY DISCLOSURE OF INFORMATION PROVIDED TO ROADNET (EVEN IF SUCH DISCLOSURE IS CAUSED BY THE NEGLIGENCE OF ROADNET), EXCEPT TO THE EXTENT THAT SUCH IMPROPER DISCLOSURE IS DIRECTLY CAUSED BY THE INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE OF ROADNET. TO THE EXTENT PERMITTED BY LAW, THE REMEDIES STATED FOR YOU IN THESE TERMS AND CONDITIONS OF USE ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THESE TERMS.

Please note that some jurisdictions may not allow the above exclusion of implied warranties, so some of the above exclusions may not apply to you.

Miscellaneous: You agree that if any provision of these Terms and Conditions of Use is found void or unenforceable, including without limitation the warranty disclaimers and liability limitations set forth above, this will not affect the validity of the balance of these Terms and Conditions of Use, which shall remain valid and enforceable, and the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision. These Terms and Conditions of Use shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law provisions. Any legal action or proceeding arising out of or relating to these Terms and Conditions or the Site shall be exclusively subject to the jurisdiction of the federal courts of the United States of America and/or the state courts of Maryland located in Baltimore, Maryland. Use of this Site is unauthorized in any jurisdiction that does not give effect to all of the provisions of these Terms and Conditions of Use, including without limitation this paragraph. You may preserve these Terms and Conditions of Use in written form by printing them for your records, and you waive any other requirement that these Terms of Use be evidenced by a written document.