RideLinks Commute Portal

RIDELINKS END-USER LICENSE AGREEMENT

This End-User License Agreement (“Agreement”) is a binding legal contract between you (either an individual or a legal entity) and RideLinks, Inc. (“RideLinks”). By signing this Agreement OR by downloading, installing, accessing or using any RideLinks software you will be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, RideLinks is not willing to license any right to use or access any software or services to you. In such event, you may not download, install, access, use or copy any RideLinks software or services, and you should promptly contact your provider for instructions on a refund of fees paid by you, if any.

As used in this Agreement, the term “Software” means any RideLinks software or services rightfully provided, or made available, to you by a RideLinks-authorized provider (“Provider”) under the terms of an Application Service Provider Agreement between RideLinks and Provider (“Provider Agreement”), including all associated web sites, media, printed materials and any “on-line” or electronic documentation.

SOFTWARE AND ACCESS LICENSE

The Software is licensed to you, not sold. Except for the limited license granted in this Agreement, RideLinks and its licensors retain all right, title and interest in the Software, all copies thereof, and all proprietary rights in the Software, including copyrights, patents, trademarks and trade secret rights.

1. GRANT OF LICENSE.

This Agreement grants you the following rights:

· Hosted Software. During the term of this Agreement, RideLinks grants you a personal, nontransferable, nonexclusive and nonassignable license to access and use via the Internet the portion of the Software that is hosted by RideLinks or its those who contract with RideLinks for such Software.

· Local Software. During the term of this Agreement, RideLinks grants you a personal, nontransferable, nonexclusive and nonassignable license to use the portion of the Software that is provided (or made available) to you for local installation and operation.

· Enhancements. Any upgrades, enhancements, plug-ins, templates, macros, add-ons, or any other modifications to the Software (“Enhancements”), if any, provided to you in the future will be subject to the terms of this Agreement, except to the extent that conflicting or more restrictive provisions are agreed upon in future agreements relating to such Enhancements.

· Term. This Agreement shall commence on the earlier of (i) the date this Agreement is executed by you or (ii) the date you first download, install, access or use the Software, and shall continue until the earlier of (i) the termination of this Agreement, or (ii) the expiration or termination of the Provider Agreement.

2. LIMITATIONS ON LICENSE.

The license granted to you in this Agreement is restricted as follows:

· Limitations on Copying and Distribution. You may not copy or distribute the Software except to the extent that copying is necessary to use the Software.

· Limitations on Reverse Engineering and Modification. You may not reverse engineer, decompile, disassemble, modify or create works derivative of the Software. You may not alter or modify any disabling mechanism which may be resident in the Software.

· Sublicense, Rental and Third Party Use. You may not assign, sublicense, rent, timeshare, loan, lease or otherwise transfer the Software, or directly or indirectly permit any third party to use or copy the Software. You will keep any passwords associated with the use of the Software in strict confidence, will not share such passwords with any third party.

3. DISABLING MECHANISM. YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE MAY HAVE A MECHANISM WHEREBY RIDELINKS CAN DISABLE THE SOFTWARE. YOU AGREE THAT RIDELINKS MAY USE ANY SUCH MECHANISM IN THE EVENT OF YOUR BREACH OF THIS AGREEMENT, OR A BREACH OF YOUR PROVIDER’S APPLICATION SERVICE AGREEMENT.

4. TERMINATION

· Breach of Agreement. Without prejudice to any other rights, RideLinks may immediately and without notice terminate this Agreement and all rights granted hereunder if you fail to comply with any of the terms and conditions of this Agreement.

· Infringement Claims. In the event of a claim of intellectual property infringement by any third party relating to the Software (“Infringement Claims”), RideLinks reserves the right to immediately terminate this Agreement and the rights granted hereunder.

· Termination of Application Service Provider Agreement. In the event of any termination or expiration of your Provider’s Application Service Provider Agreement, RideLinks may terminate this Agreement and the rights granted hereunder, with or without cause, in its sole discretion.

· Licensee’s Termination Obligations. In the event of any expiration or termination of this Agreement for any reason, you must remove all copies of the Software and all of its components from all of your systems, and destroy all such Software, components and copies, along with all related media and documentation.

5. EXPORT.

You may not export the Software without the prior written approval of RideLinks. If the Software was purchased in the United States, you agree to comply with all applicable United States laws and regulations pertaining to export controls. If the Software was purchased outside the United States, you may not re-export the Software except as permitted by the laws of the United States and the laws of the jurisdiction in which you purchased the software.

6. U.S. GOVERNMENT RESTRICTED RIGHTS.

The Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (a) through (d) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, and in similar clauses in the NASA FAR Supplement, as applicable. Manufacturer is RideLinks, Inc., 1 S. Fair Oaks, Ave., Suite 302, Pasadena, CA 91105.

7. ACCEPTABLE Use POLICY.

You agree to not use the Software, any RideLinks web site, or any other web site through which you access or use the Software (collectively, the “Service”) to:

· Upload, post, e-mail or otherwise transmit any content (i) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) that you do not have a right to transmit under any law or under contractual or fiduciary relationships; (iii) that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (iv) that includes any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of unsolicited marketing; or (v) that contains software viruses or similar harmful components or routines;

· Impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with a person or entity, or forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service;

· Interfere with or disrupt the Service, the hardware, software or networks connected to the Service, or any other users of the Service;

· Use the Service in violation of any applicable local, state, national or international law or regulation, or

· Reference any e-mail accounts provided as part of the Services and/or Software in any e-mail or online posting which violates the terms of this Acceptable Use Policy.

YOU FURTHER AGREE TO COMPLY WITH ANY AND ALL REVISIONS AND EXTENSIONS TO THE RIDELINKS ACCEPTABLE USE POLICY.

8. THIRD Party Content.

Any opinions, advice, statements, services, offers, or other information that is part of the content accessible via the Service that is expressed or made available by third parties are those of the respective authors or distributors and not of RideLinks. It is your responsibility to evaluate the information, opinions, advice or other Content available through the Web Site, whether listed or provided by third parties or by RideLinks. RIDELINKS ASSUMES NO RESPONSIBILITY AND MAKES NO REPRESENTATIONS, WARRANTIES, RECOMMENDATIONS, ENDORSEMENTS OR APPROVALS WITH REGARD TO THIRD PARTY INFORMATION.

9. NO WARRANTIES. THE SOFTWARE AND SERVICES ARE PROVIDED ON AN “AS AVAILABLE,” “AS IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RIDELINKS AND ITS LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SOFTWARE AND SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. RideLinks DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE, SERVICES OR RELATED DOCUMENTATION WILL BE CORRECTED. RideLinks makes no representation of any kind, express or implied, as to the operation or reliability of the SERVICES, the accuracy or completeness of any information ACCESSIBLE VIA THE SERVICES, or the availability, quality or safety of any products OR SERVICES AVAILABE THROUGH THE SERVICES. further, RideLinks does not warrant that the software or SERVICES, or THE content AVAILABLE THROUGH THE SERVICES are free of viruses or other harmful components. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY RIDELINKS OR PROVIDER SHALL CREATE A RIDELINKS WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.

10. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL RIDELINKS OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, WHICH SHALL INCLUDE, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, LOST PROFITS, LOST DATA AND BUSINESS INTERRUPTION) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR SERVICES, EVEN IF RIDELINKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, RIDELINKS’S ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE INITIAL FEE PAID BY YOU FOR THE SOFTWARE.

11. INDEMNITY.

You agree to indemnify, defend and hold harmless RideLinks and its officers, directors, shareholders, agents and affiliates harmless from and against any and all third party claims of any kind (along with attorney's fees and litigation costs) arising out of, resulting from, or in connection with your breach of this Agreement or your use or misuse of the Software or Services, including but not limited to, claims for personal injury or property damage.

12. GOVERNING LAW.

This Agreement is governed by and construed in accordance with the laws of the State of California, U.S.A as applied to agreements entered into and wholly performed within California between California residents. This Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods. Any action or proceeding brought by either party hereto shall be brought only in a state or federal court of competent jurisdiction located in the County of Los Angeles, State of California and the parties submit to the in personam jurisdiction of such courts for purposes of any action or proceeding.

13. FORCE MAJEURE.

RideLinks shall not be responsible for any delays, errors, failures to perform, interruptions or disruptions in the Software or Services caused by any acts of God, strikes, lockouts, riots, acts of war, changes in law or regulations, fire, flood, earthquake, storm, power failure or failures of the Internet.

14. GENERAL.

This Agreement constitutes the entire understanding and agreement between RideLinks and you with respect to the transactions contemplated in this Agreement and supercedes all prior or contemporaneous oral or written communications with respect to the subject matter of this Agreement, all of which are merged in this Agreement. This Agreement shall not be modified, amended or in any way altered except by an instrument in writing signed by both of the parties. In the event that any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree, the remainder of this Agreement shall remain valid and enforceable according to its terms. Any failure by RideLinks to strictly enforce any provision of this Agreement will not operate as a waiver of that provision or any subsequent breach of that provision. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT.

15. AUTHORIZATION.

By using the Software or any Application you are signifying by your conduct that you agree to these terms and conditions.