Term of use

Proxpro INC makes the Proxpro™ site (the "Site"), including all information available through the Site (collectively, the "Materials"), available for your use subject to these terms and conditions and any changes therein that Proxpro may publish from time to time (collectively, the "Terms of Use").

By accessing or using this Site in any way, including, without limitation, browsing the Site or using Materials, you agree to and are bound by the Terms of Use, whether or not you register as a member (a "Member").

The Proxpro service allows you to obtain via your wireless devices GPS-assisted instructions to destinations throughout the USA and Canada, depending on your cellular carrier. Use of Proxpro requires download to your wireless device of the Proxpro Prompt Software and any upgrades, modifications, or additions thereto (collectively, "Proxpro" Software"), but does not include any hardware that may be required for certain wireless devices (such as standalone GPS receiver).

The Proxpro Service utilizes map and other data licensed to Proxpro by third parties for the benefit of you and other end users.

For Proxpro to provide the Prompt Service, Proxpro computers process the time and location of information in your calendar. Proxpro must record your route information, including your point of origin, the address of your destination, the current time, starting time of your trip, and the route you are instructed to follow, and must periodically receive your GPS location from the GPS hardware associated with your wireless device. In using the Proxpro Service, you allow Proxpro to access your GPS hardware and otherwise obtain this location and route information, and to record, compile and display such information internally. Such information is subject to Proxpro's privacy policy located at http://www.proxpro.com. Your use of the Proxpro Service indicates that you accept the terms of Proxpros privacy policy.

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

• Observe all traffic laws and otherwise drive safely.
• Use your own personal judgment while driving. If you feel that a route suggested by the Proxpro Service 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 input destinations, or otherwise interact with the Proxpro Service, unless your vehicle is stationary and parked.
• Do not use the Proxpro Service for any illegal, unauthorized, unintended, unsafe, hazardous, or unlawful purposes, or in any manner inconsistent with this Agreement.
• Arrange all GPS and wireless devices and cables necessary for use of the Proxpro 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).

Proxpro reserves the right to change the Terms of Use and other guidelines or rules posted on the Site from time to time at its sole discretion. Your continued use of the Site and the Service after such notice has been posted constitutes your acceptance of the changes. Your use of the Site and the Service will be subject to the most current version of the Terms of Use, rules and guidelines posted on the Site at the time of such use. Please check the "Terms of Use" link on the Site's homepage periodically to view the then-current terms. If you breach any of the Terms of Use, your authorization to use the Service and this Site automatically terminates without notice from Proxpro.

Further, Proxpro reserves the right to change the Service from time to time, or to terminate the Service at any time, at its sole discretion. The Site is subject to change without notice. Unless otherwise specified, all intellectual property in the Materials, the Service, and the Site, shall be owned by Proxpro.

PERMITTED USE Unless otherwise specified, the Service is for your personal use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell the Materials or any information therein without Proxpro's prior written consent.

All rights not specifically granted to you are hereby reserved to Proxpro.

TRADEMARK INFORMATION

The trademarks, logos and service marks ("Marks") displayed on this Site are the property of Proxpro or other third parties. You are not permitted to use the Marks without the prior written consent of Proxpro or such third party that may own the Marks.

WARRANTIES AND DISCLAIMERS

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT BETWEEN YOU AND PROXPRO, THIS SITE AND THE SERVICE, ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, PROXPRO MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE EFFECTIVE, ACCURATE OR RELIABLE, (iv) THE QUALITY OF THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SERVICE, OR ANY DEFECTS IN THE SERVICE, THE SITE, OR THE MATERIALS, WILL BE CORRECTED.

THIS SITE AND THE SERVICE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR OTHER ERRORS.. THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK. EXCEPT AS EXPRESSLY PROVIDED, PROXPRO ASSUMES NO LIABILITY IN CONNECTION WITH THE SERVICE OFFERED THROUGH THE SITE. NO INFORMATION, WHETHER ELECTRONIC OR WRITTEN, OBTAINED BY YOU FROM PROXPRO OR THROUGH OR FROM THE SITE OR THROUGH YOUR USE OF THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

IN NO EVENT, INCLUDING WITHOUT LIMITATION, NEGLIGENCE, SHALL PROXPRO, ITS SUBSIDIARIES, AFFILIATES, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT PROXPRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE THE SERVICE OR THIS SITE, THE STATEMENTS OR ACTIONS OF ANY THIRD PARTY ON OR THROUGH THE SITE OR IN CONNECTION WITH THE SERVICE, ANY DEALINGS WITH VENDORS OR OTHER THIRD PARTIES, ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY FAILURE TO STORE OR LOSS OF DATA, FILES OR OTHER CONTENT, ANY SERVICES THAT ARE DELAYED OR INTERRUPTED, OR ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

GOVERNING LAW AND JURISDICTION This Site is controlled by Proxpro from its offices within the Commonwealth of Massachusetts, United States of America.