ACCEPTANCE OF THE TERMS OF USE

These PrePass® Online Terms of Use, together with any documents expressly incorporated by reference (collectively, “Terms of Use”), governs the access to and use of the PrePass® website located at www.prepass.com (the “Website”), including any content, functionality, and services offered through the PrePass® Mobile Application (including all related documentation, the “Application”), whether as a guest or a registered user. These Terms of Use are entered into between any individual or entity that accesses and utilizes the functions of the Application (“End User”) and the PrePass® Safety Alliance, an Arizona non-profit corporation (together, with its affiliates and subsidiaries, “PrePass®”). Please read the Terms of Use carefully before using the Services (defined below).  By using the Services, End User accepts and agrees to be bound and abide by these Terms of Use and the Privacy Policy, incorporated herein by reference. If End User does not agree to these Terms of Use, or the Privacy Policy, do not access the Services. The Services are offered and available to End Users who are 13 years of age or older. By using the Services, End User represents and warrants that End User meets all of the foregoing eligibility requirements. If End User does not meet all of these requirements, End User must not access or use the Services.

1. DEFINITIONS.

For the purposes of the Terms of Use, the following terms have the following meanings:

• “Application” has the meaning set forth in the preamble above.
• “ByPass Event Data” means all data collected during the normal course of PrePass® site operations.
• “Carrier” means the person or entity that has agreed to and qualifies as a customer under the terms of the PrePass® License Agreement, maintains a master billing account with PrePass® and is ultimately responsible for any such associated account(s).
• “Carrier Data” means information provided by the Carrier which is not readily available to the public or accessible to PrePass® through other means and is used for the purpose of accessing or interacting with PrePass® Properties or PrePass® Products. This information includes, but is not limited to, the Carrier’s legal name, email address, mailing address, phone number, DOT Number, tax identification number, license plate(s) and vehicle information, payment account information, IFTA Number, UCR Number and such other information as we may request from time to time.
• “End User” has the meaning set forth in the preamble above.
• “End User Data” means information the End User provided to PrePass®, which is not readily available to the public or accessible through other means and is used for the purpose of accessing or interacting with the PrePass® Properties, Services, the Website, the Software and or the Application; and that alone or in combination with other information may be used to readily identify, contact, or describe the End User. This information includes, but is not limited to, the End User’s legal name, email address, mailing address, phone number, date of birth, biometric records, driver’s license information, and such other information as PrePass® may request from time to time.
• “EULA” means the PrePass® End User License Agreement.
• “Location Information” means location data that is automatically generated on the Application when the Services interact with cell towers and Wi-Fi routers. Location Information may also be generated by Bluetooth services, network devices, and other technology, including GPS satellites.
• “Mobile Device” means a single mobile device owned or otherwise controlled by the End User.
• “PrePass®” has the meaning set forth in the preamble above.
• “PrePass® Data” means any and all data or information that is not otherwise defined as Carrier or End User Data including but not limited to PrePass® Properties, Resultant Data, Location Information and all original content produced or created as a result of the interaction or utilization of PrePass® Properties.
• “PrePass® Intellectual Property” means all PrePass® materials and intellectual property in existence prior to this Agreement or created, developed, or acquired during the term of this Agreement, including without limitation, ideas, inventions, suggestions, derivative works, elements thereof, reports, analytics, deliverables, copyrights, trademarks, service marks, trade secrets, patents and other intellectual property rights therein (registered or unregistered), or other information created as a result of PrePass® efforts under this Agreement. PrePass® shall have sole and exclusive ownership of all PrePass® Intellectual Property, including, but not limited to: (a) all rights, title, and interest in the PrePass® Properties, (b) any and all modifications, enhancements, upgrades, and Updates, thereto, (c) PrePass® Data, (d) all Resultant Data, (e) all Location Information, and (f) all other information not expressly granted to or reserved by the Carrier or the End User under this Agreement.
• “PrePass® Products” means the PrePass® suite of services including but not limited to PrePass® Weigh Station Bypass (“PrePass® Bypass”), PrePass® Plus, PrePass® Tolls, PrePass® Toll Management Services (“Toll Violation Prevention” and/or “Toll Violation Settlement”), PrePass® app, and/or PrePass® AG.
• “PrePass® Properties” means the Services, the Software, and all content therein (excluding End User Data).
• “Privacy Policy” means the PrePass® Online Privacy Policy.
• “Resultant Data” means data and information related to, produced by, or created as a result of the Carrier or End User’s utilization and interaction with the Application or Services, including, but not limited to, Location Information, Bypass Event Data, reports, analytics, and materials related to the compiling of statistical performance information related to the provision and operation of the Services.
• “Services” means the PrePass® Products, the Website, the Application, and other services including, but not limited to the features, functionality, and content accessible on or through the Application and which may be hosted on the Website.
• “Software” means the programs and other information that operates the Services.
• “Terms of Use” has the meaning set forth in the preamble above.
• “Updates” includes, but is not limited to, upgrades, bug fixes, patches, other error corrections, and/or new features.
• “User Account” means a uniquely identified username and password created by the End User and administered by PrePass® in order to establish access with the Application, its information and to utilize the services.
• “User Contributions” means any content or materials that End Users post, submit, publish, or transmit to other users or other persons on or through the Services.
• “Website” has the meaning set forth in the preamble above.

2. CHANGES TO THE TERMS OF USE

PrePass® may revise and update these Terms of Use from time to time in its sole discretion. All changes are effective immediately when posted and apply to all access to and use of the Services thereafter. The End User’s continued use of the Services following the posting of revised Terms of Use means that the End User accepts and agrees to the changes. The End User is expected to regularly check this page so that the End User is aware of any changes, as they are binding upon the End User.

3. ACCESSING THE SERVICES AND ACCOUNT SECURITY

PrePass® reserves the right to withdraw or amend the Services, and any service or material PrePass® provides on the Services in its sole discretion without notice. PrePass® will not be liable if for any reason, all, or any part of, the Services are unavailable at any time or for any period. From time to time, PrePass® may restrict access to some parts of, or the entire, Services to End Users, including registered End Users. The End User is responsible for both:

• making all arrangements necessary for the End User to have access to the Services.
• ensuring that all persons who access the Services through the End User’s internet connection are aware of these Terms of Use and comply with them.

To access the Services or some of the resources it offers, the End User may be asked to provide certain registration details or other information. It is a condition of the End User’s use of the Services that all the information the End User provides, including End User Data, when and if applicable, is correct, current, and complete. The End User agrees that all information the End User provides to register with the Services or through the use of any interactive features on the Services, is governed by the Privacy Policy, and the End User consents to all actions PrePass® takes with respect to End User information consistent with the Privacy Policy. If the End User chooses, or is provided with, a username, password, or any other piece of information as part of the PrePass® security procedures, the End User must treat such information as confidential, and the End User must not disclose it to any other person or entity, other than the Carrier associated with the User Account. The End User also acknowledges that the User Account is personal to the End User and agrees not to provide any other person with access to the Services or portions of them using the End User’s username, password, or other security information. The End User agrees to notify PrePass® immediately of any unauthorized access to or use of the End User’s username or password or any other breach of security. The End User also agrees to ensure that the End User exits from the User Account at the end of each session. The End User should use extra caution when accessing the User Account from a public or shared computer so that others are not able to view or record the End User’s password or other End User Data. PrePass® has the right to disable any username, password, or other identifier, whether chosen by the End User or provided by PrePass®, at any time in the sole discretion of PrePass®, for any or no reason, including if, in PrePass® opinion, the End User has violated any provision of these Terms of Use.

4. PREPASS® INTELLECTUAL PROPERTY RIGHTS

The PrePass® Intellectual Property seen in the Services are owned by PrePass®, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. These Terms of Use permit the End User to use the Services for the End User’s personal, commercial and non-commercial use only. The End User must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any PrePass® Intellectual Property except as follows:

• the End User’s computer or phone may temporarily store copies of such incidental to the End User’s accessing and viewing those materials.
• the End User may store files that are automatically cached by the End User’s Web browser or Mobile Device for display enhancement purposes.

The End User must not:

• modify copies of any materials from the Services.
• delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Services.

The End User must not access or use for any commercial purposes any part of the Services, other than based on the rights expressed in the EULA or those contained in the PrePass® Terms of Service. If the End User prints, copies, modifies, downloads, or otherwise uses or provides any other person with access to any part of the Services in breach of the Terms of Use, the End User’s right to use the Services will stop immediately and the End User must, at the option of PrePass®, return or destroy any copies of the materials the End User has made. No right, title, or interest in or to the Services or any content on the Services is transferred to the End User, and all rights not expressly granted are reserved by PrePass®. Any use of the Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

5. TRADEMARKS

The PrePass® name, the PrePass® logo, and all related names, logos, product and service names, designs, and slogans are trademarks of PrePass® or its affiliates or licensors. The End User must not use such marks without the prior written permission of PrePass®. All other names, logos, product and service names, designs, and slogans used in the Services are the trademarks of their respective owners.

6. PROHIBITED USES

The End User may use the Services only for lawful purposes and in accordance with these Terms of Use. The End User agrees not to use the Services:

• in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way.
• to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
• to impersonate or attempt to impersonate PrePass®, a PrePass® employee, another End User, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
• to engage in any other conduct that restricts or inhibits anyone’s use of the Services or which, as determined by us, may harm PrePass® or End Users of the Services, or expose other End Users to liability.

Additionally, the End User agrees not to:

• use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party’s use of them, including their ability to engage in real time activities through the Services.
• use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.
• use any manual process to monitor or copy any of the material on the Services, or for any other purpose not expressly authorized in these Terms of Use, without prior written consent from PrePass®.
• use any device, software, or routine that interferes with the proper working of the Services.
• introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer, or database connected to the Services.
• attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
• otherwise attempt to interfere with the proper working of the Services.

7. USER CONTRIBUTIONS

The Services may contain interactive features that allow users to post User Contributions. All User Contributions must comply with the content standards set out in Section 9 of the Terms of Use below. Any User Contribution the End User posts to the Services will be considered non-confidential and non-proprietary. By providing any User Contribution on the Services, the End User grants PrePass®, PrePass® affiliates and service providers, and each of their, and PrePass® licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material. The End User represents and warrants that: The End User owns or controls all rights in and to the User Contributions and has the right to grant the license granted above to PrePass® and PrePass® affiliates and service providers, and each of their, and PrePass® licensees, successors, and assigns. All of the End User’s User Contributions do and will comply with these Terms of Use. Subject to these Terms of Use, the End User hereby unconditionally and irrevocably grants to PrePass® an assignment of all right, title, and interest in and to the User Contributions, including all Intellectual Property Rights relating thereto. The End User understands and acknowledges that the End User is responsible for any User Contributions the End User submits or contributes, and the End User, not PrePass®, has full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. PrePass® is not responsible or liable to any third party for the content or accuracy of any User Contributions posted by the End User or any other End User of the Services.

8. MONITORING AND ENFORCEMENT; TERMINATION

PrePass® has the right to: remove or refuse to post any User Contributions for any or no reason in its sole discretion. take any action with respect to any User Contribution that PrePass® deems necessary or appropriate in its sole discretion, including if PrePass® believes that such User Contribution violates the Terms of Use, including the content standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of End Users of the Services or the public, or could create liability for PrePass®. disclose the End User’s identity or other information about the End User to any third party who claims that material posted by the End User violates their rights, including their intellectual property rights or their right to privacy. take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services. terminate or suspend the End User’s access to all or part of the Services for any or no reason including, without limitation, any violation of these Terms of Use. Without limiting the foregoing, PrePass® has the right to cooperate fully with any law enforcement authorities or court order requesting or directing PrePass® to disclose the identity or other information of anyone posting any materials on or through the Services. THE END USER WAIVES AND HOLDS HARMLESS PREPASS® AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER PREPASS® AND ITS AFFILIATES, LICENSEES, SERVICE PROVIDERS OR LAW ENFORCEMENT AUTHORITIES. However, PrePass® cannot review all material before it is posted on the Services and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, PrePass® assumes no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. PrePass® has no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

9. CONTENT STANDARDS

These content standards apply to any and all User Contributions and use of the Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws, and regulations. Without limiting the foregoing, content standards means that User Contributions must not: contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable. promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age. infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person. violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and the Privacy Policy. be likely to deceive any person. promote any illegal activity, or advocate, promote, or assist any unlawful act. cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person. impersonate any person or misrepresent the End User’s identity or affiliation with any person or organization. involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising. give the impression that they emanate from or are endorsed by PrePass® or any other person or entity if this is not the case. PrePass® reserves the right to remove any User Contributions for any reason in addition to the reasons listed above.

10. COPYRIGHT INFRINGEMENT

If the End User believes that any User Contributions violates the End User’s copyright, please send notice to the legal department via email at [email protected]. It is within the discretion of PrePass® to terminate the User Account of End Users who infringe on copyright protections.

11. RELIANCE ON INFORMATION POSTED

The information presented on or through the Services is made available solely for general information purposes. PrePass® does not warrant the accuracy, completeness, or usefulness of this information. Any reliance the End User places on such information is strictly at the End User’s own risk. PrePass® disclaims all liability and responsibility arising from any reliance placed on such materials by the End User or any other visitor to the Services or by anyone who may be informed of any of its contents. The Services may include content provided by third parties, including materials provided by other End Users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by PrePass®, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of PrePass®. PrePass® is not responsible, or liable to the End User or any third party, for the content or accuracy of any materials provided by any third parties.

12. CHANGES TO THE SERVICES

PrePass® may update the content of the Services from time to time, but its content is not necessarily complete or up to date. Any of the material on the Services may be out of date at any given time, and PrePass® is under no obligation to update such material.

13. INFORMATION ABOUT THE END USER ON THE SERVICES

All information PrePass® collects with the Services is subject to the Privacy Policy. By using the Services, the End User consents to all actions taken by PrePass® with respect to the End User’s information in compliance with the Privacy Policy.

14. LINKING TO THE SERVICES AND SOCIAL MEDIA FEATURES

The End User may link to the Services, provided the End User does so in a way that is fair and legal and does not damage the PrePass® reputation or takes advantage of it, but the End User must not establish a link in such a way as to suggest any form of association, approval, or endorsement on the part of PrePass® without the express consent from PrePass®. The Services may provide certain social media features that enable the End User to: Link from the End User’s own or certain third-party websites to certain content on the Services. Send emails or other communications with certain content, or links to certain content, on the Services. Cause limited portions of content on the Services to be displayed or appear to be displayed on the End User’s own or certain third-party websites. The End User may use these features solely as they are provided by PrePass® solely with respect to the content they are displayed with. Subject to the foregoing, the End User must not: Establish a link from any website that is not owned by the End User. Cause the Services or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking. Link to any part of the Services other than the homepage. Otherwise take any action with respect to the materials on the Services that is inconsistent with any other provision of these Terms of Use. The End User agrees to cooperate with PrePass® in causing any unauthorized framing or linking immediately to stop. PrePass® reserves the right to withdraw linking permission without notice. PrePass® may disable all or any social media features and any links at any time without notice in its discretion.

15. LINKS FROM THE SERVICES

If the Services contain links to other sites and resources provided by third parties, these links are provided for the End User’s convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. PrePass® has no control over the contents of those sites or resources and accepts no responsibility for them or for any loss or damage that may arise from the End User’s use of them. If the End User decides to access any of the third-party websites linked to the Services, the End User does so entirely at the End User’s own risk and subject to the terms and conditions of use for such websites.

16. MOBILE APPLICATION USERS.

The following provisions apply to End Users of the Application: Users of the Apple Application. If the End User downloads and/or uses the Application for an iPhone or iPad: These Terms of Use incorporate by reference the Licensed Application End User License Agreement (the “LAEULA”) published by Apple, Inc. (located online at Legal – Licensed Application End User License Agreement – Apple). For purposes of the Terms of Use, the Application is considered the “Licensed Application” as defined in the LAEULA and PrePass® is considered the “Application Provider” as defined in the LAEULA. If any of the Terms of Use conflict with the terms of the LAEULA, the Terms of Use shall control. EULA. The End User should refer to the EULA, incorporated by reference herein.

17. GEOGRAPHIC RESTRICTIONS

The owner of the Services is based in the State of Arizona in the United States. PrePass® provides the Services for use only by persons located in the United States and Canada. PrePass® makes no claims that the Services or any of its content is accessible or appropriate outside of the United States and Canada. Access to the Services may not be legal by certain persons or in certain countries. If the End User accesses the Services from outside the United States or Canada, the End User does so on the End User’s own initiative and is responsible for compliance with local laws.

18. DISCLAIMER OF WARRANTIES

The End User understands that PrePass® cannot and does not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. The End User is responsible for implementing sufficient procedures and checkpoints to satisfy the End User’s particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Website for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, PREPASS® WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT THE END USER’S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO THE END USER’S USE OF THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR TO THE END USER’S DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT. THE END USER’S USE OF THE SERVICES, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT THE END USER’S OWN RISK. THE SERVICES, ITS CONTENT, AND ANY FEATURES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER PREPASS® NOR ANY PERSON ASSOCIATED WITH PREPASS® MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER PREPASS® NOR ANYONE ASSOCIATED WITH PREPASS® REPRESENTS OR WARRANTS THAT THE SERVICES, ITS CONTENT, OR ANY FEATURES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR ANY FEATURES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET THE END USER’S NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, PREPASS® HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

19. LIMITATION ON LIABILITY

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL PREPASS®, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE END USER’S USE, OR INABILITY TO USE, THE SERVICES, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SERVICES OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. The limitation of liability set out above does not apply to liability resulting from PrePass® gross negligence, willful misconduct or death or bodily injury caused by products the End User purchases through the Website. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

20. INDEMNIFICATION

The End User agrees to defend, indemnify, and hold harmless PrePass®, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to the End User’s violation of these Terms of Use or the End User’s use of the Services, including, but not limited to, the End User’s User Contributions, any use of the Services content, services, and products other than as expressly authorized in these Terms of Use, or the End User’s use of any information obtained from the Services.

21. GOVERNING LAW AND JURISDICTION

All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Arizona without giving effect to any choice or conflict of law provision or rule (whether of the State of Arizona or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States located in Arizona, or the courts of the State of Arizona located in Maricopa County. PrePass® retains the right to bring any suit, action, or proceeding against the End User for breach of these Terms of Use in the End User’s country of residence or any other relevant country. The End User waives any and all objections to the exercise of jurisdiction over the End User by such courts and to venue in such courts.

22. WAIVER AND SEVERABILITY

No waiver by PrePass® of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of PrePass® to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.