This End User License Agreement (“Agreement”) is a binding agreement between you (collectively referred as, “You”, “Your”, or “End-User”) and MP Operator LLC, Autopistas de Puerto Rico, LLC, Autopistas Metropolitanas de Puerto Rico, LLC, Puerto Rico Tollroads, LLC (“Company”). This Agreement governs Your use of the Metropistas app, (including all related documentation, the “Application”) and the terms and conditions (the “Terms”) that are associated with the Application. The Application is licensed, not sold, to You.

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING AND/OR USING THE APPLICATION. BY DOWNLOADING THE APPLICATION YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND THE TERMS; (B) REPRESENT THAT YOU ARE AUTHORIZED WITH PROPER CREDENTIALS AND PASSWORDS TO ACCESS AND USE THE APPLICATION; (C) AGREE AND ACCEPT THE PRIVACY POLICY, WHICH CAN BE FOUND AT WWW.METROPISTAS.COM AND WHICH ARE INCORPORATED HEREIN BY REFERENCE; AND (D) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, OR USE THE APPLICATION AND DELETE THE APPLICATION FROM YOUR MOBILE, DESKTOP, OR OTHER DEVICE.

THESE TERMS ARE INTENDED FOR ALL END-USERS OF THE APPLICATION. HOWEVER, DIFFERENT SECTIONS OF THE TERMS MAY AFFECT END-USERS DIFFERENTLY, SO PLEASE BE SURE TO READ THE TOTALITY OF THESE TERMS CAREFULLY.

1. License Grant. Subject to the terms of this Agreement, Company grants You a limited, revocable, non-exclusive, and non-transferable license to:

a) Download, install, and use the Application for Your use on a mobile, desktop, or other device owned or otherwise controlled by You (“Device”) strictly in accordance with the Application’s documentation and this Agreement; and

b) Access, stream, download, and/or use on such Device the Services (as defined hereunder) made available in or otherwise accessible through the Application, strictly in accordance with this Agreement and the Terms applicable to such content and services as set forth herein.

2. License Restrictions. Licensee shall not:

a) Copy the Application, except as expressly permitted by this Agreement;

b) Modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;

c) Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;

d) Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;

e) Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application; or

f) Remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application.

All rights in the Application not expressly granted in this agreement are reserved or retained by Company. No right or license exists, is granted or conferred or may arise by implication or estoppel.

3. Reservation of Rights. You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Application and the Services, including all copyrights, trademarks, trade secrets, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement. The Company owns all right, title, and interest, including all related intellectual property rights, in and to the Application and Services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party related to The Company or the Application or the Website – in which You hereby assign all rights, title and interest to The Company.

4. Collection and Use of Your Information. As set forth in the Privacy Policy, by entering your personal information, such as name, phone number, email, vehicle’s information (such as license plate number, make, model, year, among others) or other such information, You agree that Licensor and its designees may use that information to provide the Services and for marketing purposes, including but not limited to, contacting you directly for services, or passing your information on to third parties for marketing of related services or products. You acknowledge that when You download, install, or use the Application, Company may use automatic means (including, for example, cookies and web beacons) to collect information about your Device and about your use of the Application. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Application or certain of its features or functionality, and the Application may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this Application is subject to our Privacy Policy [LINK TO MOBILE APP PRIVACY POLICY]. By downloading, installing, using, and providing information to or through this Application, You consent to all actions taken by us with respect to Your information in compliance with the Privacy Policy. You hereby grant us a perpetual non-exclusive royalty free right and license to copy, modify, and use any information and data supplied by You or collected on Your behalf so that we may enhance the Application and our Services, including but not limited to the right to use, repurpose, and monetize aggregate data and to create analytical trend data (in anonymous form) that may be shared with or disclosed to third parties as set forth in the Privacy Policy.

5. Services. The Application may provide you with access to Company’s services accessible and described therein, and certain features, functionality, and content accessible on or through the Application (collectively, “Services”). Your access to and use of such Services are governed by this Agreement, and the Privacy Policy located at [PRIVACY POLICY LINK]. Your access to and use of such Services may require you to acknowledge your acceptance of such Privacy Policy, and your failure to do so may restrict you from accessing or using certain of the Application’s features and functionality. Any violation will also be deemed a violation of this Agreement.

6. Geographic Restrictions. The Services are based in the Commonwealth of Puerto Rico in the United States and provided for access and use only by persons (i) located in the Commonwealth of Puerto Rico, and (ii) while driving a duly licensed motor vehicle in one of the following highways: PR 5, PR 20, PR 22, PR 52, PR 53, PR 66 and Teodoro Moscoso toll bridge (the “Highways”).

7. Updates. Company may from time-to-time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Device settings, when your Device is connected to the internet either:

(a) The Application will automatically download and install all available Updates; or

(b) You may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should You fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.

8. Third-Party Materials. The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that the Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to You or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to You, and You access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

9. Term and Termination.

(a) The term of Agreement commences when You download or install the Application and will continue in effect until terminated by You or Company as set forth in this Section 9.

(b) You may terminate this Agreement by deleting the Application and all copies thereof from Your Device.

(c) Company may terminate this Agreement at any time without notice if it ceases to support the Application, which Company may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if You violate any of the terms and conditions of this Agreement.

(d) Your right to use the Application shall terminate, and/or Company may at its option suspend or deactivate Your use of the Application, upon Your failure to comply with any term or condition of this Agreement, any unlawful use of the Application or the Services, or any abusive conduct involving the Application and/or Services that is outside the normal contemplated use thereof.

(e) Upon termination:

(i) All rights granted to you under this Agreement will also terminate; and

(ii) You must cease all use of the Application and delete all copies (physical or electronic) of the Application (including all component parts and copies thereof) from Your Device and account.

(f) Termination will not limit any of the Company’s rights or remedies at law or in equity.

(g) All terms of Sections 10, 11 and 12 shall survive termination of this Agreement and of the licenses granted herein.

10. Disclaimer of Warranties. THE APPLICATION IS PROVIDED TO LICENSEE “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

11. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR SERVICES FOR:

(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.

(b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

12. Indemnification. You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorney’s fees, arising from or relating to your use or misuse of the Application or your breach of this Agreement, including but not limited to the content you submit or make available through this Application.

13. Export Regulation. The Application may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the U.S.

14. U.S. Government Rights. The Application is commercial computer software, as such term is defined in 48 C.F.R. § 2.101. Accordingly, if You are an agency of the U.S. Government or any contractor therefor, You receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with: (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other U.S. Government licensees and their contractors.

15. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

16. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the Commonwealth of Puerto Rico without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the local courts of the Commonwealth of Puerto Rico. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

17. Entire Agreement. This Agreement, and our Privacy Policy constitute the entire agreement between you and Company with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.

18. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

19. No Partnership. No joint venture, partnership, employment, or agency relationship exists between You, the Company or any third-party provider as a result of this Agreement or use of the Application.

20. App Store Sourced Application. With respect to any application accessed through or downloaded from the Apple App Store (“App Store Sourced Application”), You acknowledge and agree that (i) these Terms are valid between You and the Company only, and not Apple, and (ii) the Company, not Apple, is solely responsible for the App Store Sourced Application and content thereof. You will use the App Store Sourced Application only: (i) on an Apple-branded product that runs iOS (Apple’s proprietary operating system software); and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Your use of the App Store Sourced Application must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application. In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, You may notify Apple, and Apple will, where applicable, refund the purchase price for the App Store Sourced Application to You and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between the Company and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of the Company. You and the Company acknowledge that, as between the Company and Apple, Apple is not responsible for addressing any claims You have or any claims of any third party relating to the App Store Sourced Application or Your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. You and the Company acknowledge that, in the event of any third party claim that the App Store Sourced Application or Your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between the Company and Apple, the Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and the Company acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries relating to Your license of the App Store Sourced Application, and that, upon Your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the rights under these Terms as related to Your license of the App Store Sourced Application against You as a third party beneficiary thereof. Without limiting any other provisions of these Terms, You must comply with all applicable third party terms of agreement when using the App Store Sourced Application.