TERMS OF USE


1. Introduction; Agreement to this Terms of Use

Welcome to the RoadComm, Inc. ("RoadComm") LifeInPocket mobile device application, web site, and any other web services owned or controlled by RoadComm (collectively, the "RoadComm Services"). The RoadComm Services offer customers, users, and others who purchase and/or subscribe to the RoadComm Services (collectively or individually "Users") a mobile program RoadComm LifeInPocket, for compatible mobile or handheld devices, that enable mobile phone based application and services to become an integrated part of people's life.

BEFORE USING ANY RoadComm SERVICES, PLEASE READ CAREFULLY THE FOLLOWING CONDITIONS AND TERMS OF USE (the "Terms").

BY ACCESSING, BROWSING AND/OR USING THE RoadComm SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS, INCLUDING ANY FUTURE MODIFICATIONS (COLLECTIVELY, THE "AGREEMENT"). IF YOU DO NOT AGREE TO THE TERMS OR ANY OF THE GUIDELINES, PLEASE DO NOT USE THE RoadComm SERVICES.

If you use the mobile device application, you must use a mobile device that is compatible with the RoadComm Services, RoadComm does not warrant that the RoadComm Services will be compatible with your mobile device. You are responsible for ensuring compliance with your wireless provider's terms and conditions, and you indemnify RoadComm for any loss or damage that RoadComm may suffer as a result of any breach of this provision.

2. Individual Features and Services

When using any of the RoadComm Services, you will be subject to any additional posted guidelines or rules applicable to such services which may be posted from time to time (the "Guidelines"), including without limitation our Privacy Policy. All such Guidelines are hereby incorporated by reference into the Terms. For example, the RoadComm Services may offer you opportunities to review certain events and venues, post event announcements, send messages to other Users, and to enter contests and sweepstakes.

3. Modification of the Terms

We reserve the right, at our discretion, to change, modify, add, or remove portions of the Terms or the Guidelines at any time. Please check these Terms and the Guidelines periodically for changes. Your continued use of the RoadComm Services after the posting of changes constitutes your binding acceptance of such changes. Please note that additional and/or different conditions and terms of use may apply to services provided through one or more of our partners or business associates, and you should refer to those before using such services. For any material changes to these Terms and Guidelines, such amended terms shall automatically be effective 30 days after they are initially posted on the Site.

4. Ownership; Proprietary Rights

The RoadComm Services are owned and operated by RoadComm. The content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, including but not limited to the mobile device applications, and all other elements of the RoadComm Services ("Materials") are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Materials contained in the RoadComm Services are the copyrighted property of RoadComm or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to RoadComm or its affiliates and/or third-party licensors. Except as expressly authorized by RoadComm, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.

5. Prohibited Uses

5.1 Access to the Materials from territories where their contents are illegal is prohibited. The RoadComm Services are available for customers in the North America which includes United States, Canada and Mexico only. Those who choose to access the RoadComm Services from other locations do so on their own initiative and are responsible for compliance with all local rules including, without limitation, rules about the Internet, data, email, or privacy.

5.2 Any use of any of the Materials other than for private, non-commercial use is strictly prohibited. As a condition of your use of the RoadComm Services, you will not use the RoadComm Services for any purpose that is unlawful or prohibited by these Terms. You may not use the RoadComm Services in any manner that in our sole discretion could damage, disable, overburden, or impair it or interfere with any other party's use and enjoyment of the RoadComm Services. You may not attempt to gain unauthorized access to the RoadComm Services, or any part of it, other accounts, computer systems or networks connected to the RoadComm Services, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the RoadComm Services or any activities conducted on the RoadComm Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the RoadComm Services. You agree not to modify the RoadComm Services in any manner or form, nor to use modified versions of the RoadComm Services, including (without limitation) for the purpose of obtaining unauthorized access to the RoadComm Services.

5.3 The RoadComm Services may contain robot exclusion headers. You agree that you will not use any robot, spider, scraper or other automated means to access the RoadComm Services for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the RoadComm Services.

5.4 You may not frame or utilize framing techniques to enclose any trademark, logo, or other Materials without our express written consent. You may not use any meta tags or any other "hidden text" utilizing RoadComm's name or trademarks without our express written consent.

5.5 You may not deep-link to the RoadComm Services and will promptly remove any links that RoadComm finds objectionable in its sole discretion. You may not use any RoadComm logos, graphics or trademarks as part of the link without our express written consent.

6. Account Information

The RoadComm Services are not available to persons under the age of 14 or to any Users suspended or removed from the RoadComm Services by RoadComm. You agree that the information you provide to RoadComm on registration and at all other times will be true, accurate, current and complete. You also agree that you will ensure that this information is kept accurate and up to date at all times. For example, you should notify RoadComm if your mobile device number changes to be able to continue using the RoadComm Services.

7. Password

When you register as a member you will be asked to provide a password. As you will be responsible for all activities that occur under your password, you should keep your password confidential. You must notify RoadComm immediately of any unauthorized use of your password or if you believe that your password is no longer confidential. We reserve the right to require you to alter your password if we believe that your password is no longer secure.

8. Privacy Policy

Your privacy is important to RoadComm. RoadComm's Privacy Notice is hereby incorporated into these Terms by reference. Please read this notice carefully for disclosures relating to the collection, use, and disclosure of your personal information and real-time location information.

9. Usage Rules; Prohibited Conduct

You understand and hereby agree that you will not:

(a) use the RoadComm Services to "stalk", harass, abuse, defame, threaten or defraud other Users, or collect, attempt to collect, or store personal information about other Users without their consent;

(b) use the RoadComm Services if you are under the age of 14 years old;

(c) your RoadComm Services personal profile page may not include offensive or pornographic materials;

(d) use the RoadComm Services for any commercial use, it being understood that the RoadComm Services are for personal, non-commercial use only;

(e) fail to deliver payment for the RoadComm Services;

(f) use the RoadComm Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, data protection and privacy, and import or export control;

(g) make unsolicited offers, advertisements, proposals, or send junk mail, to other Users of the RoadComm Services. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;

(h) impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the RoadComm Services accounts of others without permission; engage in sender address falsification, forge anyone else's digital or manual signature, or perform any other similar fraudulent activity;

(i) share RoadComm-issued passwords with any third party or encourage any other user to do so;

(j) misrepresent the source, identity or content of information transmitted via the RoadComm Services;

(k) remove, circumvent, disable, damage or otherwise interfere with security-related features of the RoadComm Services, features that prevent or restrict use or copying of any content accessible through the RoadComm Services, or features that enforce limitations on use of the RoadComm Services;

(l) intentionally interfere with or damage operation of the RoadComm Services or any user's enjoyment of them, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code;

(m) post, store, send, transmit, or disseminate any information or material which a reasonable person could deem to be objectionable, libelous, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate, regardless of whether this material or its dissemination is unlawful.

(n) post, store, send, transmit, or disseminate any information or material which infringes any patents, trademarks, trade secrets, copyrights, or any other proprietary or intellectual property rights.

10. Monitoring Users and Content

RoadComm does not control the content of members' accounts and does not have any obligation to monitor such content for any purpose. You acknowledge that you are solely responsible for all content and material you provide to the RoadComm Services.

11. User Submissions

12.1 The RoadComm Services may now or in the future allow the submission of content and materials (such as reviews, ratings, ideas, notes, concepts, or creative suggestions) by you and other users ("User Submissions"), and the hosting, sharing and/or publishing of such User Submissions. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent and/or warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize RoadComm to use, all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the RoadComm Services and these Terms; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the RoadComm Services and these Terms. For clarity, you shall retain all of your ownership rights in your User Submissions.

12.2 By submitting User Submissions to RoadComm, you hereby grant RoadComm a worldwide, non-exclusive, fully paid-up, royalty-free, irrevocable, perpetual, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, publicly perform, publicly display, digitally perform, and otherwise exploit, for any purpose whatsoever, without compensation to you or any other provider, the User Submissions in connection with the RoadComm Services and RoadComm's (and its successor's) business, including without limitation for promoting and redistributing part or all of the RoadComm Services (and derivative works thereof) in any media formats now known or hereafter developed, and through any media channels. You also hereby grant each user of the RoadComm Services a non-exclusive license to access your User Submissions through the RoadComm Services, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the RoadComm Services and under these Terms.

12.3 You understand that when using the RoadComm Services you will be exposed to User Submissions from a variety of sources, and that RoadComm is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against RoadComm with respect thereto, and agree to indemnify and hold RoadComm, its owners/operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the RoadComm Services.

12.4 RoadComm assumes no responsibility whatsoever in connection with or arising from User Submissions. RoadComm assumes no responsibility for actively monitoring User Submissions for inappropriate content. If at any time RoadComm chooses, in its sole discretion, to monitor User Submissions, RoadComm nonetheless assumes no responsibility for the content of the User Submissions, no obligation to modify or remove any inappropriate User Submissions, and no responsibility for the conduct of the User submitting User Submissions. Further, RoadComm does not endorse and has no control over the content of User Submissions submitted by other Users. RoadComm makes no warranties, express or implied, as to the content of User Submissions or the accuracy and reliability of any User Submissions. Nonetheless, RoadComm reserves the right to prevent you from submitting User Submissions and to edit, restrict or remove User Submissions for any reason at any time.

12. Third-Party Sites, Products and Services; Links

13.1 The RoadComm Services include links to other web sites or services solely as a convenience to Users. RoadComm does not endorse any such linked sites or the information, material, products or services contained on other linked sites or accessible through other linked sites. Furthermore, RoadComm makes no express or implied warranties with regard to the information, material, products or services that are contained on or accessible through linked sites. Access and use of linked sites, including information, material, products and services on linked sites or available through linked sites is solely at the your own risk.

13.2 Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the RoadComm Services are solely between you and such advertiser. You agree that RoadComm shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the RoadComm Services.

13.3 Parties other than RoadComm provide services or sell products via the RoadComm Services. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any of these businesses or the content of their product and service offerings. RoadComm does not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. You should carefully review their privacy statements and other terms and conditions of use.

13.4 In addition, even if RoadComm handles the billing, payment processing and/or fulfillment for the third-party service or product, some products and services are provided under direct license from the third-party and therefore the use of such products and services are governed by such third-party license terms. In such case, you will be subject to such license terms and agree that any matters relating to your use of such product or service, including any customer support or maintenance, will be between you and such vendor, and RoadComm will have no liability with respect thereto.

13. End User Licenses

Any software or other materials downloaded by you from the RoadComm Services, including, without limitation, any files, images incorporated in or generated by any software, code and data accompanying the product or service, are licensed to you under the terms of RoadComm's end user license agreement ("EULA") or the specific terms of use (whether supplied by RoadComm or a third party) accompanying the applicable materials. Your right to use the software or other materials downloaded by you is expressly limited to the terms set forth in the EULA or applicable terms of use. Access to or downloading of the software or other materials downloaded by you does not in any way transfer title to such items, or any intellectual property rights contained therein, to you.

14. End User Assumes Full Safety Responsibilities

End user must not use RoadComm product and services in moving states which includes driving, walking and running except navigation product and services.

User must agree to take full responsibility of any injury, death or property damage of others and user's caused by user while using RoadComm's navigation product and services. To view the screen or type on keys while vehicle is moving is prohibited. User must agree and understand user's primary responsibility while driving a vehicle is driving and safety and the user will not be distracted by using the product and service. Other wise, you should not use RoadComm's product and services.

RoadComm's navigation product and services offer user turn by turn instruction as reference only while it's user's responsibility to ensure the safety during driving according to real time situation. RoadComm makes no warranty of the accuracy of the product and services.

15. Notice

Except as explicitly stated otherwise, legal notices shall be served on RoadComm's national registered agent or to the email address you provide to RoadComm during the registration process. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process. In such case, notice shall be deemed given three days after the date of mailing.

16. Member Disagreements

You alone are responsible for your involvement with other Users. RoadComm reserves the right, but has no obligation, to monitor disagreements between you and other Users.

17. Violations; Termination

You agree that RoadComm, in its sole discretion and for any or no reason, may terminate any account (or any part thereof) you may have with the RoadComm Services or use of the RoadComm Services and remove and discard all or any part of your account or any User Submission, at any time. RoadComm may also in its sole discretion and at any time discontinue providing access to the RoadComm Services, or any part thereof, with or without notice. You agree that any termination of your access to the RoadComm Services or any account you may have or portion thereof may be effected without prior notice, and you agree that RoadComm shall not be liable to you or any third-party for any such termination. RoadComm does not permit copyright infringing activities on the RoadComm Services, and reserves the right to terminate access to the RoadComm Services, and remove all content submitted, by any persons who are found to be repeat infringers. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Services may be referred to appropriate law enforcement authorities.

These remedies are in addition to any other remedies RoadComm may have at law or in equity.

18. Disclaimers; No Warranties

THE RoadComm SERVICES AND ANY THIRD-PARTY SOFTWARE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE RoadComm SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, RoadComm, AND ITS SUPPLIERS AND PARTNERS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.

RoadComm, AND ITS SUPPLIERS AND PARTNERS, DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE RoadComm SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE RoadComm SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

RoadComm, AND ITS SUPPLIERS AND PARTNERS, DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE RoadComm SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT RoadComm NOR ITS SUPPLIERS AND PARTNERS) ASSUME THE ENTIRE COST OF ANY NECESSARY SERVICING, REPAIR, OR CORRECTION. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE RoadComm SERVICES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

19. Indemnification; Hold Harmless

You agree to indemnify and hold RoadComm, and its affiliated companies, and its suppliers and partners, harmless from any claims, losses, damages, liabilities, including attorney's fees, arising out of your use or misuse of the RoadComm Services, violation of the Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties and covenants. RoadComm reserves the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. If you use the RoadComm Services to meet another User in-person or to locate and attend any offline event, then you agree to release and hold RoadComm harmless form any and all losses, damages, rights, claims, and actions of any kind including, without limitation, personal injuries, death, and property damage, either directly or indirectly related to or arising from your attendance or participation in any such event.

20. Waiver

A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party's right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.

21. Limitation of Liability and Damages

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL RoadComm OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT RESULT FROM THE USE OR THE INABILITY TO USE THE MATERIALS ON THE RoadComm SERVICES, THE RoadComm SERVICES, OR ANY OTHER INTERACTIONS WITH RoadComm, EVEN IF RoadComm OR A RoadComm AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, RoadComm'S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

YOUR SOLE AND EXCLUSIVE REMEDY REGARDING ANY SERVICES PROVIDED BY RoadComm FOR ANY DISPUTE WITH RoadComm IS THE CANCELLATION OF YOUR ACCOUNT.

IN NO EVENT SHALL RoadComm'S OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE TERMS OR YOUR USE OF THE RoadComm SERVICES (WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE RoadComm SERVICES DURING THE TWELVE (12) MONTHS PRECEDING YOUR CLAIM) OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.

THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY SERVICES SOLD OR PROVIDED BY THIRD PARTIES OTHER THAN RoadComm AND RECEIVED THROUGH OR ADVERTISED ON THE RoadComm SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED ON THE RoadComm SERVICES.

22. Digital Millennium Copyright Act Compliance

If you are a copyright owner or an agent thereof, and believe that any User Submission infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing: (a) the electronic or physical signature of the owner of the copyright or the person authorized to act on the owner's behalf; (b) identification of the copyrighted work(s) that you claim has been infringed; (c) identification of the specific User Submission(s) alleged to be infringing, including information reasonably sufficient to permit RoadComm to identify and locate the material on the RoadComm Services; (d) information reasonably sufficient to permit RoadComm to contact you, such as your name, address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf. RoadComm's designated Copyright Agent to receive notifications of claimed infringement is [hr@RoadComm.com]. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support and other communications should be directed to RoadComm customer service at customerservice@RoadComm.com. You acknowledge that if you fail to comply with all of the requirements of this Section 22, your DMCA notice may not be valid.

23. Miscellaneous

23.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law.

23.2 Jurisdiction. You agree that any action at law or in equity arising out of or relating to these Terms or the Services shall be filed only in the state or federal courts in and for Santa Clara County, California and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

23.3 Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

23.4 Assignment. The Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by RoadComm without restriction.

23.5 Survival. Sections 4, 8, 10, 12, 14, 15, 18, 19, 21, 23.1, and 23.2 will survive any termination of this Agreement.

23.6 Headings. The heading references herein are for convenience purposes only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

23.7 Entire Agreement. This is the entire agreement between us relating to the subject matter herein and shall not be modified except in writing, signed by both parties, or by a change to these Terms or Guidelines made by RoadComm as set forth in Section 3 above. Claims. YOU AND RoadComm AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE RoadComm SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.


23.8CONFIDENTIAL INFORMATION


23.8.1 For purposes of this Agreement, "Confidential Information" means:  (i) business and technical information and binary code, which ROADCOMM discloses to Licensee related to Licensed Software; (ii) Licensee's feedback based on Licensed Software; and (iii) the terms, conditions, and existence of this Agreement.  Licensee may not disclose or use Confidential Information, except for the purposes specified in this Agreement.  Licensee will protect the Confidential Information with the same degree of care, but not less than a reasonable degree of care, as Licensee uses to protect its own Confidential Information. Licensee's obligations regarding Confidential Information will expire no less than TEN (10) years from the date of receipt of the Confidential Information.  Licensee agrees that Licensed Software contains ROADCOMM trade secrets.


23.8.2 Notwithstanding any provisions contained in this Agreement concerning nondisclosure and non-use of the Confidential Information, the nondisclosure obligations of Section 7.1 will not apply to any portion of Confidential Information that Licensee can demonstrate in writing is:  (i) now, or hereafter through no act or failure to act on the part of Licensee becomes, generally known to the general public; (ii) known to Licensee at the time of receiving the Confidential Information without an obligation of confidentiality; (iii) hereafter rightfully furnished to Licensee by a third party without restriction on disclosure; or (iv) independently developed by Licensee without any use of the Confidential Information.

25.3 Licensee must restrict access to Confidential Information to its employees or contractors with a need for this access to perform their employment or contractual obligations and who have agreed in writing to be bound by a confidentiality obligation, which incorporates the protections and restrictions substantially as set forth in this Agreement.

23.9. Disclosures. The services hereunder are offered by RoadComm, Inc. located at 1601 S. De Anza Blvd. California 95014.