TERMS AND CONDITIONS - OVERVIEW.

Welcome to the TEXpress Lanes smartphone application for activation and cancellation of HOV status (including the services provided therein and any part of the application or such services, the "Application"), which is owned by Cintra Toll Services LLC ("CTS"). CTS maintains the Application as a service to the users of the applicable highways, subject always to the following terms and conditions concerning the use of the Application (the "Terms") and solely for the purpose of activating and canceling (including the declaration of HOV status and the declaration of non-HOV status) HOV status for discounts at specified times and with respect to the applicable account and the applicable roads. The Terms also include the Privacy Policy (as defined in the "Privacy and Personal Information" section below). These Terms constitute a fully binding agreement between CTS the proprietor of all rights in and to the Application, and you.

These Terms apply to the version of the Application, which you have downloaded and to each future update, upgrade, release and version of the Application that CTS makes available except where CTS explicitly indicates otherwise.

We do not currently offer any support services or any user instruction manuals or similar guidance in relation to the Application, except as set out from time to time on our website http://www.texpresslanes.com.

CTS reserves the right to make changes to and modify the Terms from time to time without notice. . If your use of the Application occurs on or after the date on which the Terms have changed, CTS will treat your use as acceptance of the updated Terms. If a modification is unacceptable to you, you may terminate this agreement by ceasing use of the Application.

ACCEPTING THE TERMS; REQUIREMENTS.

Your use of the Application indicates your acceptance of the Terms. If you do not agree with the Terms, you may not use the Application.

You represent that you have full power, capacity and authority and legal ability to accept these Terms. If you are accepting on behalf of your employer or another entity, you represent that you have full legal authority to bind your employer or such entity to these Terms. If you are under the age of 18, you should review the Terms with your parent or guardian to ensure that you and your parent or guardian understand the terms and conditions herein.

Use of the Application requires compatible devices, internet access, and certain software (fees may apply); may require periodic updates; and may be affected by the performance of these factors. You agree that meeting these requirements, which may change from time to time, is your responsibility.

USING THE APPLICATION.

You agree to use the Application only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions. You may use the Application solely for private and personal purposes. You must not use the Application commercially, resell the Application, offer it for rent or lease, offer it to the public via communication or integrate it within a service of your own.

You agree that you will not engage in any activity that interferes with or disrupts the working or operating of the Application (or the servers, networks and other hardware and software systems that are connected to the Application).

You agree that you will not reproduce, duplicate, copy, sell, trade or resell the Application or any part thereof for any purpose. When using the Application you may not engage in scraping, data mining, harvesting, screen scraping, data aggregating, and indexing. You agree that you will not use any robot, spider, scraper or other automated means to access the database(s) related to the Application for any purpose.

You agree that you are solely responsible for (and that CTS has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which CTS and its affiliates may suffer) of any such breach.

USE RESTRICTIONS.

Your failure to comply with the provisions set forth below may result herein (at CTS' sole discretion) in the termination of your access to the Service and may also expose you to civil and/or criminal liability.

All information (including but not limited to data files, written text, computer software, webpages or smartphone screens, audio files, photographs, graphics, videos or other images), to which you will have access as part of or through your use of the Application shall be referred to herein as the "Content".

You may not, whether by yourself or anyone on your behalf: (i) copy, modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Content, in any way or publicly display, republish, perform, or distribute them, or prepare distributive works based on the Content; (ii) make any use of the Content on any other website or networked computer environment for any purpose, or replicate or copy the Content; (iii) create a browser or border environment around the Content (no frames or inline linking); (iv) interfere with or violate any third party or other user's right to privacy or other rights, including copyrights and any other intellectual property rights of others, or harvest or collect personally identifiable information about visitors or users of the Application, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine; (v) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others, including others' copyrights, and other intellectual property rights; (vi) transmit or otherwise make available in connection with the Application and/or the Content any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (vii) interfere with or disrupt the operation of the Application and/or the Content, or the servers or networks that host the Application or make the Application available, or disobey any requirements, procedures, policies, or regulations of such servers or networks; (viii) sell, license, or exploit for any commercial purposes any use of or access to the Content and/or the Application; (ix) frame or mirror any part of the Application; (x) create a database by systematically downloading and storing all or any of the Content from the Application; (xi) forward any data generated from the Application; (xii) transfer or assign your accounts' password, even temporarily, to a third party; (xiii) use the Application for any illegal, immoral or unauthorized purpose; (xiv) use the Application, the Content for non-personal or commercial purposes; or (xv) infringe or violate any of the Terms.

SERVICE FEATURES.

Registration and Authentication:

- You accept full responsibility for the accuracy and completeness of information entered with respect to your account and agree to timely update your information.

- You agree that the transponder and license plate information entered with respect to your account is validated against the NTTA account database or another applicable database maintained by a tolling entity, which is a party to an interoperability agreement with the NTTA.

Use of Barcode Scanner:

- CTS takes no responsibility for the correct operation of your devices, including but not limited to, the barcode scanner.

Activation / Cancellation:

- You are required to activate your HOV status on the Application at least fifteen (15) minutes prior to using the TEXpress Lanes in order for the HOV discount to be applied to the transaction. You acknowledge that each activation of your HOV status will not be effective until your request has been confirmed through the Drive On TEXpress Application, text or email. If you schedule an HOV status change in advance, it is your responsibility to confirm that the status has changed prior to using the TEXpress Lanes.

- You are required to cancel your HOV status on the Application at least ten (10) minutes prior to using the TEXpress Lanes in order for the HOV status to be removed from your vehicle. You acknowledge that each activation of your HOV status will not be effective until your request has been confirmed through the Drive On TEXpress Application, text or email. If you schedule an HOV status change in advance, it is your responsibility to confirm that the status has changed prior to using the TEXpress Lanes.

- You are required to manage your own HOV status and update your HOV status if it changes during a trip; however, DO NOT USE THE APPLICATION WHILE DRIVING.

- HOV discounts are only applicable during specific times and dates as published by the Texas Department of Transportation.

- You are responsible for the accuracy of all information stored in your Drive On TEXpress account.

- You are responsible for selecting the correct date, time and vehicle that should be activated or cancelled in the Drive On TEXpress system.

- You are responsible for all citations should it be found that you did not correctly activate or cancel your HOV status before entering the TEXpress Lanes.

- You must ensure that your vehicle(s) is equipped with valid, properly mounted and functioning transponders attached to a valid account accepted in the state of Texas.

- You will forfeit any discounts if you fail to maintain a valid and functioning transponder and valid account accepted in the state of Texas.

Voice Activation:

- CTS takes no responsibility for the correct operation of your devices including, but not limited to, voice activation and cancellation.

HOV Activation History:

- CTS takes no responsibility for the accuracy of your activation and cancellation history and such information does not constitute an official record.

Notifications:

- CTS takes no responsibility for the correct operation of your devices including, but not limited to, email and/or text notifications.

Passwords:

- You are required to keep your account access and password information secure.

- You are required to provide accurate contact information to support password reset and keep it updated at all times.

Plan Your Trip:

- CTS does not provide any guarantee about the accuracy of the information provided in the trip-planning feature.

- The planned trip route provided is not necessarily the shortest distance to the preferred destination.

- You may find that weather conditions, construction projects, road closures, or other events may cause road conditions or directions to differ from the map results and CTS is not responsible or liable for such differences.

- You should exercise judgment in your use of the Drive On TEXpress Application and the Plan Your Trip feature.

Location Services:

- The Drive On TEXpress Application has the ability to identify your location on an ongoing basis.

- You can disable this feature on the Application, but unless you do disable this feature, the Application will identify your location on an ongoing basis.

PRIVACY AND PERSONAL INFORMATION.

For information about CTS' data protection practices, please read the privacy policy at
http://www.texpresslanes.com/privacy-policy (the "Privacy Policy"). The Privacy Policy explains how CTS treats your personal information and protects your privacy when you use the Application. By using the Application, you agree to the use of your personal data in accordance with the Privacy Policy.


YOUR ACCOUNT.

Signing Up for an Account. In order to access the Application, you must have a
TEXpress Lanes Account. You warrant that any information you give to CTS in connection with your TEXpress Lanes Account or your continued use of the Application will always be accurate, correct, and up to date.

Account Keys. For certain versions or features of the Application, CTS may require you to obtain and use an alphanumeric key or cryptographic key that is uniquely associated with your TEXpress Lanes Account. You must obtain and use such key (if required by CTS) in accordance with these Terms.

Your Passwords and Account Security. You agree that you will be solely responsible to CTS for your use of the Application. If you become aware of any unauthorized use of your password, your TEXpress Lanes Account, or your key(s), you agree to notify CTS immediately. CTS has no obligations with respect to such unauthorized use.

CTS' PROPRIETARY RIGHTS.

You acknowledge and agree that CTS (or CTS licensors and their suppliers, if applicable) own all legal right, title and interest in and to the Application and the Content, including any intellectual property rights that subsist in the Application and Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). CTS has licensed certain rights with respect to the Application to certain third parties. Except as specifically set forth in these Terms, nothing gives you a right to use any of CTS' trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. You do not acquire any ownership rights to the Application or any related Content or any such intellectual property. CTS reserves the right to change any and all features and aspects of the Application and the Content, including but not limited to canceling the Application or suspending or discontinuing the availability of or and support for the Application and any of its Content at any time without notice.

PERMITTED USES.

You agree to use the Service only for purposes that are permitted by the Terms.

DO NOT TEXT AND DRIVE. DO NOT USE THE APPLICATION WHILE DRIVING. ALWAYS DRIVE VIGILANTLY ACCORDING TO ROAD CONDITIONS AND IN ACCORDANCE WITH TRAFFIC LAWS. DO NOT RELY ON OUR APPLICATION WHERE IT COULD LEAD TO DEATH OR PERSONAL INJURY, ANY DAMAGE TO PROPERTY OR TO THE ENVIRONMENT OR TO ANY OTHER SERIOUS DAMAGE.

EXCLUSION OF WARRANTIES.

NOTHING IN THESE TERMS WILL EXCLUDE OR LIMIT CTS' WARRANTY OR LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE APPLICATION AND THE CONTENT IS AT YOUR SOLE RISK AND THAT THE APPLICATION AND THE CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE". IN PARTICULAR, CTS AND ITS LICENSORS AND THEIR SUPPLIERS, DO NOT REPRESENT OR WARRANT TO YOU THAT:

(a) YOUR USE OF THE APPLICATION WILL MEET YOUR REQUIREMENTS;
(b) YOUR USE OF THE APPLICATION WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR;
(c) THE INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE APPLICATION WILL BE ACCURATE OR RELIABLE; AND
(d) DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE APPLICATION WILL BE CORRECTED.

ANY CONTENT OBTAINED THROUGH THE USE OF THE APPLICATION IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE, LOSS OF DATA, OR ANY OTHER DAMAGE OR INJURY THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CTS, OR THROUGH OR FROM THE APPLICATION OR CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

CTS, ITS LICENSORS, AND THEIR SUPPLIERS FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CTS AND ITS LICENSORS AND THEIR SUPPLIERS, WILL NOT BE LIABLE TO YOU FOR:

(a) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING, BUT NOT BE LIMITED TO: CONTRACT, TORT, COMMON LAW, OR STATUTORY DAMAGES; ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS); OR

(b) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:

(i) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE APPLICATION;
(ii) ANY CHANGES THAT CTS MAY MAKE TO THE APPLICATION, OR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE APPLICATION (OR ANY FEATURES WITHIN THE APPLICATION);
(iii) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE APPLICATION;
(iv) YOUR FAILURE TO PROVIDE CTS WITH ACCURATE ACCOUNT INFORMATION;
(v) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; OR

(vi) ANY DIFFERENCE BETWEEN YOUR HOV ACTIVATION OR DISACTIVATION STATUS ON THE APPLICATION AND YOUR ACTUALLY FULFILLING OR NOT FULFILLING THE REQUIREMENTS TO RECEIVE THE APPLICABLE DISCOUNT ON THE ROADWAY.

IN ADDITION, CTS DOES NOT REPRESENT OR GUARANTEE THAT THE APPLICATION WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND CTS DISCLAIMS AND SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE RELATING THERETO.

THE LIMITATIONS ON CTS' LIABILITY TO YOU WILL APPLY WHETHER OR NOT CTS, ITS LICENSORS OR THEIR SUPPLIERS HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES.

INDEMNITY.

You hereby agree to defend, indemnify, and hold CTS, its officers, directors, agents, affiliates, strategic partners, licensors and their suppliers (the "Indemnified Parties") harmless from and against any loss or damage suffered by any Indemnified Party (whether directly or pursuant to a third party claim) arising out of your use of the Application, your breach of these Terms (including any action taken by CTS as part of a suspected violation of these Terms or as a result of its finding or decision that a violation of these Terms has occurred), or resulting from content that you supply.


You will cooperate as fully as reasonably required in the defense of any such third party claims. CTS reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You acknowledge that damages for improper use of the Application may be irreparable; therefore, CTS is entitled to seek equitable relief, including but not limited to preliminary injunction and injunction, in addition to all other remedies.

OTHER CONTENT.

The Application may include hyperlinks to other websites or content or resources. CTS has no control over any web sites or resources that are provided by companies or persons other than CTS. You acknowledge and agree that CTS is not responsible for the availability of any such external sites, resources or hyperlinks, and does not endorse any content, advertising, products, or other materials on or available from such websites, hyperlinks, or resources. Such hyperlinks, websites, content and resources are provided for your convenience only.

You acknowledge and agree that CTS is not liable for any loss or damage that may be incurred by you as a result of the availability or use of those external sites, resources or hyperlinks, or as a result of any reliance placed by you on the completeness, accuracy, or existence of any content, advertising, products, or other materials on, or available from, such hyperlinks, websites or resources.

LANGUAGE OF THE TERMS.

Where CTS has provided you with translations of these Terms in a language other than English, such translation is for your convenience only. The English language version of the Terms will govern your relationship with CTS. The English language version of the Terms will take precedence over all other translated versions.


GENERAL LEGAL TERMS.

Notices. You agree that CTS may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Service.

No Waiver. You agree that if CTS does not exercise or enforce any legal right or remedy available to it under the Terms (or any applicable law), CTS will not be deemed to have waived its rights or remedies, and those rights and remedies will still be available to CTS. Any waiver of any provision of these Terms will be effective only if CTS expressly states in a signed writing that it is waiving a specified Term.

Severability. If any court of law that has jurisdiction rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

Third Party Beneficiaries. You acknowledge and agree the affiliates of CTS are third party beneficiaries to the Terms and that such other companies will be entitled to directly enforce, and rely upon, any provision of the Terms that confers a benefit on (or rights in favor of) them. Other than this, no other person or company will be a third party beneficiary to the Terms.

Assignment. The Terms may be assigned by CTS and will inure to the benefit of CTS, its successors, and assigns.

Governing Law and Jurisdiction; Injunctive Relief. The Terms, and your relationship with CTS under the Terms, are governed by the laws of the State of Texas, USA, without regard to its conflict of laws provisions. You and CTS agree to submit to the exclusive, personal jurisdiction of the federal or state courts of Dallas County, Texas, USA, to resolve any legal matter arising from or related to the Terms. Notwithstanding this, you agree that CTS will be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

THE PARTIES HEREBY UNCONDITIONALLY WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY AND ALL CLAIMS OR CAUSES OF ACTION ARISING FROM OR RELATING TO THEIR RELATIONSHIP. THE PARTIES ACKNOWLEDGE THAT A RIGHT TO A JURY IS A CONSTITUTIONAL RIGHT, THAT THEY HAVE HAD AN OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL, AND THAT THIS JURY WAIVER HAS BEEN ENTERED INTO KNOWINGLY AND VOLUNTARILY. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


Complete Agreement. These Terms constitute the whole legal agreement between you and CTS in connection with, and govern your use of, the App. These Terms completely replace and supersede any prior agreements between you and CTS, written or oral, in connection with the App.