Terms of Use

INTELLOVATIONS LLC

d/b/a ForecastWatch

TERMS OF USE

www.forecastwatch.com

Effective Date: April 13, 2026

IMPORTANT — PLEASE READ CAREFULLY. BY ACCESSING OR USING THE SERVICES PROVIDED BY INTELLOVATIONS LLC (“FORECASTWATCH,” “WE,” “US,” OR “OUR”), INCLUDING ANY SOFTWARE, DATA, ANALYTICS, FORECAST VERIFICATION REPORTS, DATA FEEDS, APIS, OR PLATFORM FEATURES MADE AVAILABLE THROUGH WWW.FORECASTWATCH.COM OR ANY RELATED APPLICATIONS (COLLECTIVELY, THE “SERVICES”), YOU (“CUSTOMER,” “YOU,” OR “YOUR”) AGREE TO BE BOUND BY THESE TERMS OF USE (“AGREEMENT”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.

This Agreement is offered and available to users who are eighteen (18) years of age or older and who are capable of forming a binding contract. By using the Services, you represent and warrant that you meet these eligibility requirements.

1. DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interest.

“API” means ForecastWatch’s application programming interface(s) through which Customer may programmatically access and retrieve Data from the Services, subject to the terms of this Agreement and any applicable Order Form, API documentation, or usage policies.

“API Data” means any data, content, scores, metrics, forecasts, verification results, or other information delivered to Customer through the API or any Data Feed, whether in real-time, batch, or on-demand format.

“Authorized User” means any individual whom Customer has authorized to access and use the Services under Customer’s account, including employees, contractors, and agents of Customer.

“Confidential Information” means all non-public information disclosed by either party to the other, whether orally, in writing, or electronically, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including this Agreement, all software, Documentation, algorithms, data models, API Data, trade secrets, business plans, pricing, customer lists, and technical specifications.

“Customer Data” means all electronic data, files, content, or information submitted, uploaded, or transmitted by Customer or its Authorized Users to ForecastWatch in connection with the Services.

“Data Feed” means any structured delivery of API Data from ForecastWatch to Customer, whether via the API, file transfer, webhook, or other electronic delivery mechanism, on a scheduled, streaming, or on-demand basis.

“Derived Work” means any product, report, analysis, visualization, model, dataset, application, or other output created by Customer that incorporates, is based upon, or is derived from API Data, whether in whole or in part.

“Documentation” means all user manuals, help files, online guidance, API reference documentation, specifications, and instructional materials relating to the Services that ForecastWatch makes available to Customer.

“ForecastWatch IP” means the Services, Software, Documentation, data models, algorithms, methodologies, analytics frameworks, forecast verification methods, scoring systems, accuracy metrics, API Data, Data Feeds, processed outputs, aggregated and anonymized data sets, APIs, user interfaces, designs, trade names, trademarks, service marks, logos, domain names, and all related Intellectual Property Rights, including all improvements, modifications, derivative works, and enhancements thereto, whether created before, during, or after the Term.

“Feedback” means any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or its Authorized Users relating to the Services.

“Intellectual Property Rights” means all rights under patent law, copyright law, trademark law, trade secret law, database rights, design rights, moral rights, and any other intellectual property or proprietary rights recognized in any jurisdiction worldwide, including all applications, registrations, renewals, and extensions thereof.

“Malicious Code” means viruses, worms, time bombs, Trojan horses, ransomware, and other harmful or malicious code, files, scripts, agents, or programs.

“Order Form” means a mutually executed ordering document, online subscription agreement, or statement of work referencing this Agreement that specifies the Services, fees, API access tiers, usage limits, term, and other commercial details.

“Processed Data” means analytics, insights, reports, scores, accuracy metrics, verification outputs, benchmarks, indices, or other outputs generated by ForecastWatch through the processing of Customer Data, contributed data, weather forecast data, or other inputs using ForecastWatch’s proprietary methodologies.

“Services” means the software-as-a-service platform, data-as-a-service products, forecast verification analytics, APIs, Data Feeds, reports, consulting deliverables, and any other services identified in an Order Form or made available by ForecastWatch at www.forecastwatch.com.

“Software” means ForecastWatch’s proprietary software, including all source and object code, scripts, APIs, SDKs, integrations, and third-party components incorporated therein.

2. SERVICES, API LICENSE, AND ACCESS RIGHTS

2.1 Grant of Access.

Subject to Customer’s compliance with this Agreement and timely payment of all applicable fees, ForecastWatch grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable, limited right to access and use the Services during the Term solely for Customer’s internal business purposes as specified in the applicable Order Form. No other rights or licenses are granted, whether by implication, estoppel, or otherwise. Customer agrees that its access to the Services is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by ForecastWatch with respect to future functionality or features.

2.2 API and Data Feed License.

Subject to Customer’s compliance with this Agreement and the applicable Order Form, ForecastWatch grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable, limited license during the Term to: (a) access and query the API in accordance with the Documentation, applicable rate limits, and usage tiers specified in the Order Form; (b) receive, store, and use API Data delivered through the API or any Data Feed solely for Customer’s internal business purposes as specified in the Order Form; and (c) create Derived Works incorporating API Data solely for Customer’s own internal business use and, where expressly authorized in the Order Form, for distribution to Customer’s own end clients. For the avoidance of doubt, the license granted in this Section 2.2 is a license to use the API Data, not a transfer of ownership. All API Data remains the exclusive property of ForecastWatch at all times.

2.3 API Usage Restrictions.

In addition to the general restrictions in Section 2.4, Customer’s use of the API and API Data is subject to the following specific restrictions. Customer shall not: (a) exceed the API call volume, rate limits, or usage tiers specified in the Order Form or Documentation; (b) cache, store, or retain API Data beyond the retention period specified in the Order Form (or, if no period is specified, beyond the period reasonably necessary to accomplish the purpose for which it was retrieved); (c) use API Data to construct, populate, supplement, or enhance any database, data warehouse, or dataset that could serve as a substitute for the Services or any component thereof; (d) co-mingle, merge, or integrate API Data with third-party data sets in a manner that creates a competing product, derivative database, or data service; (e) use API Data to train, fine-tune, validate, or improve any machine learning model, artificial intelligence system, or automated decision-making system, except as expressly authorized in writing by ForecastWatch; (f) redistribute, resell, sublicense, publish, broadcast, or otherwise make API Data available to any third party, whether in raw, processed, aggregated, or modified form, except as expressly permitted in the Order Form; (g) remove, obscure, or alter any proprietary notices, attribution requirements, or source identifiers included in or associated with API Data; (h) use the API in any manner that degrades the performance, availability, or security of the Services for other customers; or (i) attempt to access or query the API using credentials, tokens, or keys not assigned to Customer.

2.4 General Restrictions.

Customer shall not, and shall not permit any third party to: (a) copy, modify, adapt, translate, or create derivative works based on the Services or any component thereof, except as expressly permitted in Section 2.2(c); (b) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code, object code, algorithms, data models, or underlying structure of the Services; (c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the Services or API Data available to any third party except as expressly permitted herein; (d) remove, alter, or obscure any proprietary notices on the Services; (e) use the Services or API Data to build a competitive product or service, or to benchmark the Services against a competing product or service; (f) use the Services in any manner that violates applicable law or regulation; (g) access the Services through any automated means (including bots, scrapers, spiders, or crawlers) except through the API as expressly authorized; (h) transmit any Malicious Code through the Services; (i) interfere with or disrupt the integrity, performance, or security of the Services or the servers, networks, and infrastructure connected thereto; (j) use any manual or automated process to monitor, copy, scrape, or extract data from the Services for any purpose not expressly authorized in this Agreement; or (k) systematically download, harvest, or collect API Data or other content from the Services with the intent of reconstituting or replicating all or a material portion of a ForecastWatch database or data product.

2.5 Authorized Users and Account Security.

Customer is responsible for all activities occurring under its account, including all API calls made using Customer’s credentials, and for ensuring that all Authorized Users comply with this Agreement. Customer shall maintain the confidentiality of all account credentials, API keys, and access tokens, shall not share credentials among multiple individuals unless the account type expressly permits it, and shall promptly notify ForecastWatch of any unauthorized access, credential compromise, or security breach. ForecastWatch reserves the right to disable any user account, API key, or access token at any time if, in ForecastWatch’s reasonable judgment, Customer has violated any provision of this Agreement or if continued access poses a risk to the security or performance of the Services.

2.6 Data Exports, Reports, and Derived Works.

Subject to the restrictions in this Agreement, Customer and its Authorized Users may export, generate, and distribute reports and Derived Works produced through their authorized use of the Services solely for Customer’s internal business purposes and, where expressly authorized in the Order Form, for distribution to Customer’s own end clients. Customer shall not resell, redistribute, republish, or commercialize the underlying API Data, raw data, methodologies, or Services. Any Derived Work that incorporates API Data shall be subject to the same post-termination expungement obligations set forth in Section 5.7. For clarity, Customer’s right to distribute Derived Works to end clients does not include the right for such end clients to further redistribute, resell, or sublicense the Derived Works or any API Data contained therein unless expressly authorized by ForecastWatch in writing.

2.7 Trial Services.

ForecastWatch may make the Services available to Customer on a trial or evaluation basis (“Trial Services”) until the earlier of (a) the end of the applicable trial period or (b) the start date of any purchased subscription. TRIAL SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY OR SUPPORT OBLIGATION. If Customer does not purchase a subscription before the trial period expires, access will terminate and any data entered during or retrieved through the trial, including any API Data, must be deleted within thirty (30) days of trial expiration. Trial Services shall not auto-renew.

3. PROPRIETARY RIGHTS AND INTELLECTUAL PROPERTY

3.1 Ownership of ForecastWatch IP.

As between ForecastWatch and Customer, ForecastWatch exclusively owns and retains all right, title, and interest in and to the ForecastWatch IP, including without limitation all API Data, Data Feeds, Processed Data, and all Intellectual Property Rights therein. The Services are licensed, not sold. The API Data is licensed for use, not transferred. Nothing in this Agreement transfers or conveys any ownership of ForecastWatch IP or API Data to Customer. All rights not expressly granted herein are reserved by ForecastWatch.

3.2 Customer Data Ownership.

As between ForecastWatch and Customer, Customer retains all right, title, and interest in and to Customer Data. Customer grants ForecastWatch a non-exclusive, worldwide, royalty-free license to use, process, store, reproduce, and display Customer Data solely as necessary to provide the Services and to fulfill ForecastWatch’s obligations under this Agreement. Upon expiration or termination of this Agreement, ForecastWatch will, at Customer’s written request made within thirty (30) days of the effective date of termination, provide Customer with a copy of Customer Data in a standard machine-readable format. Following delivery or expiration of the thirty-day request window, ForecastWatch will use commercially reasonable efforts to delete Customer Data from its active systems within ninety (90) days, except as required by law or as necessary for legitimate archival, backup, or audit purposes.

3.3 Processed Data and Aggregated Data.

ForecastWatch exclusively owns all Processed Data, aggregated data, anonymized data, and statistical outputs derived from or generated through the Services, including insights derived from Customer Data that have been de-identified and aggregated with other data such that they cannot reasonably be used to identify Customer or any individual. ForecastWatch may use such aggregated and anonymized data for any lawful purpose, including product improvement, benchmarking, research, industry reporting, and marketing, during and after the Term.

3.4 Feedback.

Customer hereby irrevocably assigns to ForecastWatch all right, title, and interest in and to any Feedback, including all Intellectual Property Rights therein. ForecastWatch is free to use, incorporate, modify, distribute, and commercialize Feedback in any manner and for any purpose, without attribution, compensation, or obligation to Customer. To the extent such assignment is not permitted under applicable law, Customer grants ForecastWatch an irrevocable, perpetual, worldwide, royalty-free, fully sublicensable license to use and exploit the Feedback without restriction.

3.5 No Reverse Engineering or Competitive Use.

Customer shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, data models, or proprietary methodologies of the Services; (b) access the Services or use API Data for the purpose of building a competitive product, service, or database; or (c) copy any ideas, features, functions, user interface elements, or graphics of the Services.

3.6 Trademarks.

Customer acknowledges that “ForecastWatch,” the ForecastWatch logo, and all related trade names, service marks, and domain names are the exclusive property of Intellovations LLC. Customer shall not use ForecastWatch’s marks except as expressly authorized in writing. ForecastWatch may use Customer’s name and logo in marketing materials, on its website, and in customer lists unless Customer provides written notice opting out.

3.7 Third-Party Intellectual Property.

The Website and Services may display trademarks, logos, or content belonging to third parties. All such third-party marks remain the property of their respective owners. Nothing in this Agreement grants Customer any rights to use third-party intellectual property.

4. FEES AND PAYMENT

4.1 Fees.

Customer shall pay all fees set forth in the applicable Order Form, including any fees associated with API access tiers, Data Feed subscriptions, usage overages, and professional services. Fees are non-cancellable and, except as expressly provided herein, non-refundable. Fees are based on the Services and access tiers purchased and not on actual usage, unless the Order Form expressly provides for usage-based billing. Unless otherwise specified, all fees are quoted and payable in United States dollars.

4.2 Payment Terms.

All invoices are due and payable within thirty (30) days of the invoice date unless otherwise specified in the Order Form. ForecastWatch reserves the right to charge interest on past-due amounts at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the date payment was due until paid in full.

4.3 Suspension for Non-Payment.

If Customer fails to pay any undisputed invoice within sixty (60) days of the invoice date, ForecastWatch may, upon not fewer than thirty (30) days’ prior written notice, suspend Customer’s access to the Services, including all API access and Data Feeds, without liability. ForecastWatch may also, in its sole discretion, accelerate all unpaid fee obligations so that they become immediately due and payable. Reinstatement of Services following a suspension for non-payment requires payment in full of all outstanding amounts, including accrued interest, and may be subject to a reasonable reconnection fee. Suspension of the Services for non-payment does not relieve Customer of any obligation under this Agreement, including the obligation to pay fees during the suspension period.

4.4 Usage Overages.

If Customer’s actual usage of the API or Data Feeds exceeds the volume, rate limits, or usage tiers specified in the applicable Order Form, ForecastWatch may: (a) invoice Customer for the overage at the rates specified in the Order Form or, if no overage rate is specified, at ForecastWatch’s then-current list price for the applicable usage tier; (b) throttle or rate-limit Customer’s API access to bring usage within the contracted tier; or (c) require Customer to upgrade to a higher usage tier. ForecastWatch will use commercially reasonable efforts to notify Customer before imposing overage charges or throttling.

4.5 Taxes.

All fees are exclusive of applicable taxes. Customer is responsible for all sales, use, value-added, withholding, and other taxes and governmental assessments associated with the Services, excluding taxes based solely on ForecastWatch’s net income.

4.6 Price Adjustments.

ForecastWatch reserves the right to modify its fees and pricing at any time; provided, however, that any fee increase shall not take effect until the commencement of the next Renewal Term. ForecastWatch will provide Customer with written notice of any fee changes at least sixty (60) days prior to the start of the applicable Renewal Term.

5. TERM, AUTO-RENEWAL, AND TERMINATION

5.1 Initial Term.

This Agreement shall commence on the Effective Date set forth in the Order Form and shall continue for the initial subscription period specified therein (the “Initial Term”). If no initial term is specified, the Initial Term shall be twelve (12) months from the Effective Date.

5.2 Automatic Renewal.

AUTOMATIC RENEWAL NOTICE: At the expiration of the Initial Term, this Agreement shall automatically renew for successive renewal periods equal in length to the Initial Term (each, a “Renewal Term”), unless either party provides the other party with written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term. The Initial Term and all Renewal Terms are collectively referred to as the “Term.” Customer acknowledges and agrees that this auto-renewal provision is a material term of this Agreement and that the Services are priced in reliance upon it. It is Customer’s sole responsibility to provide timely written notice if Customer does not wish to renew. ForecastWatch will use commercially reasonable efforts to send a renewal reminder at least ninety (90) days before the end of the then-current Term, but the failure to send such reminder shall not affect the enforceability of the auto-renewal.

5.3 Termination for Cause.

Either party may terminate this Agreement by written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to any bankruptcy or insolvency proceeding. ForecastWatch may terminate this Agreement immediately upon written notice if Customer fails to pay any amount due within thirty (30) days after receiving written notice of non-payment.

5.4 Termination for Convenience by ForecastWatch.

ForecastWatch may terminate this Agreement for convenience upon ninety (90) days’ prior written notice to Customer, in which case ForecastWatch shall provide a pro-rata refund of any prepaid fees covering the remainder of the then-current Term.

5.5 Immediate Termination for Data Misuse.

Notwithstanding anything to the contrary in this Agreement, ForecastWatch may terminate this Agreement and all associated API access and Data Feeds immediately upon written notice if Customer: (a) uses API Data or the Services in violation of Sections 2.3 or 2.4; (b) redistributes, resells, or sublicenses API Data in violation of this Agreement; (c) uses API Data to construct or populate a competing database or data product; (d) uses API Data to train machine learning or AI models without ForecastWatch’s express written authorization; or (e) fails to comply with the post-termination expungement obligations set forth in Section 5.7. In the event of termination under this Section 5.5, Customer shall not be entitled to any refund of fees paid.

5.6 Effect of Termination.

Upon expiration or termination of this Agreement for any reason: (a) all rights and licenses granted to Customer hereunder, including the API and Data Feed license granted in Section 2.2, shall immediately and automatically cease; (b) Customer’s right to access, use, store, or retain any API Data, Data Feeds, and Processed Data shall immediately terminate; (c) Customer shall immediately discontinue all use of the Services, API, and API Data; (d) all outstanding payment obligations shall become immediately due and payable; (e) Customer’s Customer Data retrieval rights shall be as set forth in Section 3.2; and (f) Customer’s data expungement obligations shall be as set forth in Section 5.7. Customer may not cancel any Services during the Term and shall not be entitled to a refund except as expressly provided in Section 5.4.

5.7 Post-Termination Data Expungement.

CRITICAL OBLIGATION — DATA DELETION AND CERTIFICATION: Within sixty (60) calendar days following the effective date of expiration or termination of this Agreement for any reason (the “Expungement Period”), Customer shall: (a) permanently delete, destroy, and purge all API Data, Data Feed content, Processed Data, and any copies, extracts, or derivatives thereof from all of Customer’s systems, databases, data warehouses, caches, backups, archives, applications, and storage media, whether in electronic, printed, or any other form; (b) permanently delete, destroy, and purge all Derived Works that incorporate or are based upon API Data, unless Customer can demonstrate to ForecastWatch’s reasonable satisfaction that the Derived Work does not contain, and cannot be used to reconstruct, any API Data in its original or a substantially similar form; (c) cause all of Customer’s Authorized Users, contractors, agents, and any third parties to whom Customer has permissibly distributed API Data or Derived Works under this Agreement to likewise delete and purge all such data within the Expungement Period; and (d) within ten (10) business days following the expiration of the Expungement Period, deliver to ForecastWatch a written certification, signed by an authorized officer or executive of Customer, confirming that all API Data, Data Feed content, Processed Data, copies, extracts, derivatives, and Derived Works (except as permitted under clause (b) above) have been permanently deleted and purged from all systems under Customer’s direct or indirect control, including all backup and disaster recovery systems. ForecastWatch reserves the right to audit Customer’s compliance with this Section 5.7 upon reasonable notice, during normal business hours, and at ForecastWatch’s expense (unless the audit reveals non-compliance, in which case the costs of the audit shall be borne by Customer). Customer’s obligations under this Section 5.7 shall survive expiration or termination of this Agreement indefinitely.

5.8 Survival.

Sections 1 (Definitions), 3 (Proprietary Rights), 4 (Fees and Payment, as to amounts accrued), 5.5 (Immediate Termination for Data Misuse), 5.6 (Effect of Termination), 5.7 (Post-Termination Data Expungement), 5.8 (Survival), 6 (Confidentiality), 8 (Warranties and Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), and 12 (General Provisions) shall survive expiration or termination of this Agreement.

6. CONFIDENTIALITY

6.1 Obligations.

Each party agrees to: (a) hold the other party’s Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (but in no event less than reasonable care); (b) not disclose Confidential Information to any third party except to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein; and (c) use Confidential Information solely for the purposes contemplated by this Agreement. For the avoidance of doubt, all API Data constitutes Confidential Information of ForecastWatch.

6.2 Exclusions.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure without restriction; (c) is rightfully obtained from a third party without restriction on disclosure; or (d) is independently developed by the receiving party without use of the disclosing party’s Confidential Information.

6.3 Compelled Disclosure.

A receiving party may disclose Confidential Information to the extent required by applicable law, regulation, or court order, provided the receiving party gives prompt written notice to the disclosing party (to the extent legally permitted) and reasonably cooperates with the disclosing party’s efforts to obtain a protective order or equivalent protection.

7. WEBSITE USE AND CONTENT STANDARDS

7.1 Website Access.

ForecastWatch reserves the right to withdraw, modify, or amend the Website and any content, feature, or service available on the Website in its sole discretion and without prior notice. ForecastWatch shall not be liable if any part of the Website is unavailable at any time. Customer is solely responsible for obtaining and maintaining a suitable internet connection and any hardware or software necessary to access the Website.

7.2 Prohibited Uses.

Customer shall use the Website and Services only for lawful purposes and in accordance with this Agreement. Customer shall not: (a) use the Website in any way that violates any applicable federal, state, local, or international law or regulation; (b) use the Website for the purpose of exploiting or harming minors; (c) transmit any unsolicited advertising, spam, or promotional material; (d) impersonate any person or entity; (e) use any robot, spider, scraper, or automated means to access the Website except through the API as expressly permitted; (f) introduce any Malicious Code; (g) attempt to gain unauthorized access to any part of the Website, its servers, or any connected systems; or (h) engage in any conduct that could disable, overburden, damage, or impair the Website or interfere with any other party’s use thereof.

7.3 User Contributions.

To the extent the Website includes interactive features that allow Customer or its Authorized Users to post or submit content (“User Contributions”), all User Contributions shall be considered non-confidential and non-proprietary. By posting any User Contribution, Customer grants ForecastWatch a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, modify, display, distribute, and otherwise exploit such content for any lawful purpose. Customer represents and warrants that it owns or controls all rights in its User Contributions and that all User Contributions comply with this Agreement and applicable law.

7.4 Content Standards.

User Contributions must not: (a) contain defamatory, obscene, abusive, hateful, or otherwise objectionable material; (b) promote illegal activity or violence; (c) infringe any Intellectual Property Rights or other rights of any third party; (d) violate the privacy or publicity rights of others; or (e) contain material that could give rise to civil or criminal liability.

7.5 Monitoring and Enforcement.

ForecastWatch reserves the right (but has no obligation) to remove any User Contribution, terminate or suspend any account, and take any other action it deems necessary, including referral to law enforcement, for any violation of this Agreement or for any other reason in its sole discretion.

7.6 Third-Party Links.

The Website may contain links to third-party websites or resources. ForecastWatch provides these links solely for convenience and is not responsible for the content, products, or services available through third-party sites. Access to any linked third-party site is at Customer’s own risk and subject to that site’s own terms and conditions.

7.7 Linking to the Website.

Customer may link to the ForecastWatch homepage provided such link is fair and legal, does not damage ForecastWatch’s reputation, and does not suggest any form of endorsement, association, or sponsorship without ForecastWatch’s express written consent. ForecastWatch reserves the right to withdraw linking permission at any time without notice.

7.8 Copyright Infringement.

If you believe that any content on the Website infringes your copyright, please send a notice to Intellovations LLC, Attn: Legal Department, at support@forecastwatch.com.

7.9 Reliance on Information.

Information presented on or through the Website is made available for general informational purposes only. ForecastWatch does not warrant the accuracy, completeness, or usefulness of such information. Any reliance on materials provided through the Website is strictly at Customer’s own risk.

8. WARRANTIES AND DISCLAIMERS

8.1 Mutual Representations.

Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; and (b) it will comply with all applicable laws in performing its obligations hereunder.

8.2 ForecastWatch Warranties.

ForecastWatch represents and warrants that: (a) it will provide the Services in a manner consistent with generally accepted industry standards; (b) the functionality of the Services will not be materially diminished during the Term; (c) the Services will not contain or transmit any Malicious Code to Customer; and (d) ForecastWatch has sufficient rights in the Software and the Services to grant Customer the access rights described herein.

8.3 No Warranty on Data Accuracy.

Customer acknowledges that the Services involve the analysis and verification of third-party weather forecasts and related data, and that ForecastWatch does not control the accuracy of the underlying forecast data. ForecastWatch MAKES NO WARRANTY OR REPRESENTATION REGARDING THE ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY OF ANY API DATA, FORECAST VERIFICATION SCORES, ACCURACY METRICS, OR OTHER ANALYTICS, AND CUSTOMER’S USE OF AND RELIANCE ON SUCH DATA IS ENTIRELY AT CUSTOMER’S OWN RISK.

8.4 General Disclaimer.

EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 8.1 AND 8.2, THE SERVICES, THE WEBSITE, ALL API DATA, DATA FEEDS, AND ALL CONTENT, DATA, AND MATERIALS MADE AVAILABLE THROUGH THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. FORECASTWATCH SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FORECASTWATCH DOES NOT WARRANT THAT THE SERVICES OR API WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF MALICIOUS CODE. NO EMPLOYEE, AGENT, OR REPRESENTATIVE OF FORECASTWATCH HAS THE AUTHORITY TO BIND FORECASTWATCH TO ANY ORAL REPRESENTATION OR WARRANTY.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Consequential Damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FORECASTWATCH, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF COVER, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES, API, OR API DATA, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF FORECASTWATCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap on Liability.

FORECASTWATCH’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO FORECASTWATCH DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

9.3 Time Limitation on Claims.

ANY CAUSE OF ACTION OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

9.4 Allocation of Risk.

The limitations and exclusions in this Section 9 reflect a reasonable allocation of risk between the parties and form an essential basis of the bargain. ForecastWatch’s pricing is set in reliance upon these limitations, and the Services would not be provided at the quoted fees without them.

10. INDEMNIFICATION

10.1 Indemnification by Customer.

Customer shall defend, indemnify, and hold harmless ForecastWatch and its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns from and against any and all third-party claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer’s or any Authorized User’s use of the Services or API Data in violation of this Agreement; (b) Customer Data or any User Contribution; (c) Customer’s creation or distribution of Derived Works; (d) Customer’s breach of any representation or warranty in this Agreement; (e) Customer’s failure to comply with the post-termination expungement obligations in Section 5.7; or (f) Customer’s violation of applicable law, including applicable privacy laws.

10.2 Indemnification by ForecastWatch.

ForecastWatch shall defend, indemnify, and hold harmless Customer from and against any third-party claim alleging that the Services, as provided by ForecastWatch and used in accordance with this Agreement, infringe any United States patent, copyright, or trademark. ForecastWatch’s obligations under this Section shall not apply to the extent a claim arises from: (a) modifications to the Services not made by ForecastWatch; (b) Customer’s combination of the Services with products, services, or technologies not provided by ForecastWatch; (c) Customer’s use of the Services after ForecastWatch has notified Customer to discontinue such use; or (d) Customer Data. If the Services become, or in ForecastWatch’s opinion are likely to become, the subject of an infringement claim, ForecastWatch may, at its sole option and expense: (i) procure the right for Customer to continue using the Services; (ii) modify the Services to make them non-infringing; or (iii) terminate the affected Services and refund any prepaid fees for the unused portion of the Term.

11. DATA PRIVACY AND SECURITY

11.1 Privacy Policy.

ForecastWatch’s collection, use, and disclosure of personal information in connection with the Services is governed by ForecastWatch’s Privacy Policy, which is incorporated herein by reference and available at www.forecastwatch.com/privacy. By using the Services, Customer consents to the practices described in the Privacy Policy.

11.2 Security.

ForecastWatch shall maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction.

11.3 Data Processing.

To the extent that ForecastWatch processes personal data on behalf of Customer, the parties shall execute a Data Processing Addendum that governs such processing in compliance with applicable data protection laws.

12. GENERAL PROVISIONS

12.1 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict-of-law principles. The parties specifically exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

12.2 Arbitration.

ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION, OR VALIDITY THEREOF, SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES, WITH THE ARBITRATION TAKING PLACE IN FULTON COUNTY, GEORGIA. THE ARBITRATOR(S) SHALL BE BOUND TO FOLLOW THE PROVISIONS OF THIS AGREEMENT AND MAY NOT AWARD DAMAGES EXCLUDED HEREIN. THE DECISION OF THE ARBITRATOR(S) SHALL BE FINAL AND BINDING, AND JUDGMENT UPON THE AWARD MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER ITS REASONABLE ATTORNEYS’ FEES AND COSTS. CUSTOMER AGREES TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS AND WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION.

12.3 Class Action Waiver.

In the event the arbitration provision in Section 12.2 is found invalid or unenforceable, Customer agrees to bring any legal action arising out of this Agreement solely on an individual basis and waives any right to pursue or participate in a class action.

12.4 Fallback Jurisdiction.

In the event the arbitration provision in Section 12.2 is found invalid or unenforceable, any legal action arising out of this Agreement shall be instituted exclusively in the federal or state courts located in Fulton County, Georgia. Customer irrevocably consents to the personal jurisdiction and venue of such courts and waives any objection thereto.

12.5 Force Majeure.

Neither party shall be liable for any failure or delay in performing its obligations (other than payment obligations) to the extent such failure or delay results from causes beyond its reasonable control, including natural disasters, acts of government, war, terrorism, labor disputes, pandemics, epidemics, internet or utility failures, or other force majeure events. The affected party shall give prompt written notice and use commercially reasonable efforts to mitigate the impact.

12.6 Changes to Terms.

ForecastWatch reserves the right to modify these Terms of Use from time to time. Changes are effective when posted on the Website. Customer’s continued use of the Services after the posting of modified Terms constitutes acceptance of the changes. ForecastWatch will use commercially reasonable efforts to notify Customer of material changes at least thirty (30) days in advance. For subscription customers bound by an Order Form, material changes to these Terms shall not take effect until the commencement of the next Renewal Term unless Customer affirmatively consents.

12.7 Entire Agreement.

This Agreement, together with all Order Forms, the Privacy Policy, and any Data Processing Addendum, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral. Any terms or conditions stated in Customer’s purchase order or other ordering documentation are void and of no effect. In the event of a conflict between this Agreement and an Order Form, the Order Form shall control with respect to the Services described therein.

12.8 Assignment.

Customer shall not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of ForecastWatch. ForecastWatch may freely assign this Agreement, in whole or in part, to any Affiliate or to any successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, without Customer’s consent. Any purported assignment in violation of this Section shall be void.

12.9 No Waiver.

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that party’s right to enforce that provision or any other provision in the future.

12.10 Severability.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.

12.11 Independent Contractors.

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship. Neither party has the authority to bind the other or to incur obligations on the other’s behalf. There are no third-party beneficiaries to this Agreement.

12.12 Subcontracting.

ForecastWatch may subcontract any part of the Services to qualified third parties, provided ForecastWatch remains responsible for the performance of such subcontracted Services and the subcontractor’s compliance with the terms of this Agreement.

12.13 Notices.

All notices under this Agreement shall be in writing and shall be deemed given: (a) upon personal delivery; (b) one (1) business day after deposit with a nationally recognized overnight courier; (c) three (3) business days after mailing by certified or registered mail, return receipt requested; or (d) upon confirmed receipt if sent by email to an authorized contact. Notices to ForecastWatch shall be sent to: Intellovations LLC, Attn: Legal Department, with a copy to support@forecastwatch.com. Notices to Customer shall be sent to the address or email provided in the Order Form or account registration.

12.14 Equitable Relief.

Customer acknowledges that a breach of Sections 2.2 through 2.4 (API License and Restrictions), 3 (Proprietary Rights), 5.7 (Post-Termination Data Expungement), or 6 (Confidentiality) would cause irreparable harm to ForecastWatch for which monetary damages would be an inadequate remedy. Accordingly, ForecastWatch shall be entitled to seek injunctive or other equitable relief without the necessity of proving actual damages or posting a bond, in addition to all other remedies available at law or in equity.

12.15 Export Compliance.

Customer shall comply with all applicable export control laws and regulations of the United States and any other relevant jurisdiction.

12.16 Geographic Availability.

The Services are operated from the United States. ForecastWatch makes no representation that the Services are appropriate or available for use in any particular jurisdiction. Customer is responsible for compliance with local laws if accessing the Services from outside the United States.

12.17 Accessibility.

If you have a disability that prevents or limits your ability to access these Terms, please contact us at support@forecastwatch.com. We will work with you to provide this notice in an alternative format.

CONTACT INFORMATION

For questions about these Terms of Use, please contact:

Intellovations LLC d/b/a ForecastWatch

Email: support@forecastwatch.com

Website: www.forecastwatch.com