Terms of Use

Intellovations LLC d/b/a ForecastWatch — ForecastWatch SaaS Platform

Effective Date: May 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”).

This Agreement applies to users eighteen (18) years or older capable of forming binding contracts.

1. Definitions

Affiliate: Any entity directly or indirectly controlling, controlled by, or under common control with a party, where control means ownership exceeding fifty percent (50%) of voting securities.

API: ForecastWatch’s application programming interface allowing programmatic data access per terms and policies.

API Data: Data, scores, metrics, forecasts, verification results, or information delivered through the API or a Data Feed in real-time, batch, or on-demand format.

Authorized User: An individual authorized by Customer to access the Services, including employees, contractors, and agents.

Confidential Information: Non-public information designated or reasonably understood as confidential, including software, algorithms, data models, API Data, trade secrets, business plans, pricing, customer lists, and technical specifications.

Customer Data: Electronic data, files, content, or information submitted by Customer or Authorized Users to ForecastWatch, other than Customer Forecast Data.

Customer Forecast Data: Worldwide point-specific forecast data, observations, and related meteorological data submitted or contributed by Customer or Authorized Users to the Services for verification, scoring, comparison, or analysis.

Data Feed: Structured API Data delivery via the API, file transfer, webhook, or other electronic mechanism on a scheduled, streaming, or on-demand basis.

Derived Work: A product, report, analysis, visualization, model, dataset, application, or output incorporating, based upon, or derived from API Data.

Documentation: User manuals, help files, online guidance, API reference documentation, specifications, and instructional materials.

ForecastWatch IP: The Services, Software, Documentation, data models, algorithms, methodologies, analytics frameworks, forecast verification methods, scoring systems, accuracy metrics, API Data, Data Feeds, processed outputs, aggregated datasets, APIs, user interfaces, designs, trade names, trademarks, service marks, logos, domain names, and all related Intellectual Property Rights.

Feedback: Suggestions, enhancement requests, recommendations, corrections, or other feedback relating to the Services.

Intellectual Property Rights: Rights under patent, copyright, trademark, trade secret, database, design, moral rights, and other intellectual property or proprietary rights recognized worldwide.

Malicious Code: Viruses, worms, time bombs, Trojan horses, ransomware, and other harmful code, files, scripts, agents, or programs.

Order Form: A mutually executed ordering document, online subscription agreement, or statement of work specifying Services, fees, API tiers, usage limits, term, and commercial details.

Processed Data: Analytics, insights, reports, scores, accuracy metrics, verification outputs, benchmarks, indices, and other aggregated or derived outputs generated through processing Customer Data, Customer Forecast Data, contributed data, weather forecast data, or other inputs using ForecastWatch’s proprietary methodologies.

Services: The software-as-a-service platform, data-as-a-service products, forecast verification analytics, APIs, Data Feeds, reports, consulting deliverables, and other services identified in the Order Form.

SLA: ForecastWatch’s Service Level Agreement, available at /sla on the ForecastWatch platform, as may be updated from time to time.

Software: ForecastWatch’s proprietary software, including source and object code, scripts, APIs, SDKs, integrations, and third-party components.

Verified Customer Forecast Data: Customer Forecast Data for which the forecast valid date has passed.

2. Services, API License, and Access Rights

2.1 Grant of Access

Subject to compliance with this Agreement and timely payment, ForecastWatch grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable, limited right to access and use the Services for internal business purposes only. No other rights or licenses are granted. Customer acknowledges that access is neither contingent upon future functionality delivery nor dependent on public comments regarding future features.

2.2 API and Data Feed License

ForecastWatch grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to access and query the API, receive and store API Data, and create Derived Works incorporating API Data for internal business use. The license grants use rights only; API Data remains ForecastWatch’s exclusive property.

2.3 API Usage Restrictions

Customer shall not exceed API call volumes, rate limits, or usage tiers; cache or retain API Data beyond specified retention periods; construct databases using API Data; co-mingle API Data to create competing products; redistribute or sublicense API Data; remove proprietary notices or attribution; degrade Services performance for other customers; or access the API using unauthorized credentials.

2.4 General Restrictions

Customer shall not copy, modify, adapt, translate, or create derivatives of the Services; reverse engineer, disassemble, or decompile; rent, lease, sublicense, or distribute the Services; remove proprietary notices; use the Services to build competitive products; access the Services through automated means except via the authorized API; transmit Malicious Code; interfere with the integrity, performance, or security of the Services; use unauthorized monitoring or scraping; or systematically harvest data to reconstitute ForecastWatch databases.

2.5 Authorized Users and Account Security

Customer is responsible for all account activities, all API calls made using its credentials, and ensuring Authorized Users comply with this Agreement. Customer shall maintain credential confidentiality, not share credentials, and promptly notify ForecastWatch of unauthorized access or breaches. ForecastWatch reserves the right to disable accounts, API keys, or tokens if Customer violates this Agreement or poses security risks. Customer shall designate a primary administrative contact in the Order Form to serve as the principal liaison with ForecastWatch for account, security, and notice purposes.

2.6 Permitted External Use of Content

Except as expressly authorized in the Order Form, Customer shall not externally reproduce, distribute, display, or prepare derivative works of Services output, API Data, or Processed Data. “External” use means sharing, transferring, or displaying any of the foregoing to or with any third party, except for employees or officers of Customer.

The Order Form may authorize a Sales and Marketing License or other categories of external use, each at applicable additional fees. A Sales and Marketing License permits Customer to share Services output — including PDF exports, API Data, Processed Data, accuracy reports, and other Content — with current or prospective customers, clients, partners, and other stakeholders external to Customer, subject to clauses (a) through (c) below. The Order Form sets the commercial terms and may define narrower Sales and Marketing License tiers (for example, restricting external sharing to specific report types or specific recipient categories) at correspondingly different fees. Where the Order Form authorizes external use:

(a) Recipient confidentiality. Recipients of any externally shared Content (including current or potential customers, clients, or partners of Customer) must be subject to written non-disclosure or non-use obligations covering the Content received.

(b) Attribution. All reproductions, inclusions, references, or citations of Content must reference Intellovations LLC and ForecastWatch and, where the use is public, must be accompanied by a link to the underlying source or report.

(c) No further redistribution. End recipients of externally shared Content shall not further redistribute the Content. Customer shall not, at any time, post or display Content, Documentation, or other material from the Services on the public internet without ForecastWatch’s express prior written consent.

Full, complete, stand-alone reports or maps created from ForecastWatch Content must be purchased separately as identified in the Order Form. Customer shall not make any claims or implications that are not directly and entirely supported by the Content being cited.

2.7 Trial Services

ForecastWatch may offer Trial Services until the trial period ends or a paid subscription begins. Trial Services are provided “as-is” without any warranty or support obligation. If Customer does not purchase before trial expiration, access terminates and the post-termination obligations of Section 5.7 apply to any API Data, Data Feed content, and Processed Data obtained during the trial. Trial Services shall not auto-renew.

2.8 Permitted AI/ML Training for Internal Forecast Improvement

Customer may use API Data, Processed Data, and other Services output to train, fine-tune, evaluate, or otherwise improve machine learning or artificial intelligence models for Customer’s internal use, including for the purpose of improving Customer’s own weather forecast generation. This permission is limited by the following:

(a) Model redistribution. Customer shall not distribute, license, sell, or otherwise make such trained models, model weights, or model outputs available to any third party, except as embedded in Customer’s own weather forecasts produced by such models.

(b) Competing derivatives. Customer shall not develop or offer any product, feature, or service to Customer’s end users that substitutes for or competes with the Services.

(c) Third-party training. Customer shall not provide API Data or Services output to any third party for the purpose of training, fine-tuning, or improving such third party’s models.

Customer acknowledges that the limitations in clauses (a) through (c) are material and that ForecastWatch has set its prices and entered into this Agreement in reliance upon them.

3. Proprietary Rights and Intellectual Property

3.1 Ownership of ForecastWatch IP

ForecastWatch exclusively owns and retains all right, title, and interest in ForecastWatch IP, including API Data, Data Feeds, and Processed Data. The Services are licensed, not sold. API Data is licensed for use, not transferred. No ownership of ForecastWatch IP or API Data transfers to Customer. All rights not expressly granted are reserved.

3.2 Customer Data Ownership and License

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

3.3 Customer Forecast Data License

Customer creates and compiles Customer Forecast Data and retains ownership thereof. Customer grants ForecastWatch a non-exclusive, worldwide, perpetual, royalty-free, sublicensable license to use Customer Forecast Data for any lawful purpose. With respect to Verified Customer Forecast Data, this license is also irrevocable.

The license granted in this Section 3.3 is subject to the following covenants:

(a) Anonymity. ForecastWatch shall not display Customer Forecast Data to other ForecastWatch customers or to any third party in a manner that specifically identifies Customer as the source.

(b) Non-Competition. ForecastWatch shall not use Customer Forecast Data to produce or offer a weather forecast product that directly competes with Customer’s weather forecast products.

All aggregated, comparative, and derived outputs produced from Customer Forecast Data are owned by ForecastWatch as Processed Data under Section 3.4.

Except for the licenses granted in this Section 3.3, ForecastWatch acquires no additional right, title, or interest in or to Customer Forecast Data.

3.4 Processed Data and Aggregated Data

ForecastWatch exclusively owns Processed Data, aggregated data, anonymized data, and statistical outputs derived from the Services, including de-identified and aggregated insights incapable of identifying Customer or individuals. ForecastWatch may use such data for any lawful purpose, including product improvement, benchmarking, research, industry reporting, and marketing.

3.5 Feedback

Customer irrevocably assigns all right, title, and interest in Feedback to ForecastWatch. ForecastWatch is free to use, incorporate, modify, distribute, and commercialize Feedback without attribution, compensation, or obligation. To the extent assignment is not permitted by law, Customer grants ForecastWatch an irrevocable, perpetual, worldwide, royalty-free, fully sublicensable license to use Feedback without restriction.

3.6 No Reverse Engineering or Competitive Use

Customer shall not reverse engineer, decompile, disassemble, or derive source code, algorithms, data models, or proprietary methodologies; use the Services for competitive product building; or copy ideas, features, functions, user interface elements, or graphics.

3.7 No Contest

Customer shall not contest or aid in contesting the ownership or validity of the trademarks, service marks, trade secrets, copyrights, patents, or other Intellectual Property Rights of ForecastWatch.

3.8 Trademarks

“ForecastWatch,” the ForecastWatch logo, and related trade names are Intellovations LLC’s exclusive property. Customer shall not use ForecastWatch marks except as expressly authorized in writing. ForecastWatch is granted a limited, fully-paid, revocable, worldwide, non-transferable, non-exclusive license to use Customer’s name, logo, and company description in ForecastWatch’s marketing materials, website, and customer lists. Customer may revoke this license by written notice to support@forecastwatch.com, which shall take effect within a commercially reasonable time.

3.9 Third-Party Intellectual Property

The Services may display third-party trademarks or content. All third-party marks remain their owners’ property. This Agreement grants Customer no third-party intellectual property rights.

4. Fees and Payment

4.1 Fees

Customer shall pay all fees in the applicable Order Form, including any start-up fees, API access tier fees, Data Feed subscription fees, usage overage fees, and professional services fees. Fees are non-cancellable and, except as expressly provided herein, non-refundable. Fees are based on purchased Services and access tiers, not actual usage, unless the Order Form expressly provides usage-based billing. All fees are quoted and payable in United States dollars unless otherwise specified.

4.2 Payment Terms

All invoices are due within thirty (30) days of the invoice date unless otherwise specified. 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 due date until paid.

4.3 Suspension for Non-Payment

If Customer fails to pay undisputed invoices within sixty (60) days of the invoice date, ForecastWatch may, upon thirty (30) days’ prior written notice, suspend Services access, including all API access and Data Feeds, without liability. ForecastWatch may also accelerate all unpaid fee obligations so they become immediately due. Reinstatement requires full payment of outstanding amounts plus accrued interest and may be subject to a reasonable reconnection fee. Suspension does not relieve Customer of payment obligations during the suspension period.

4.4 Usage Overages

If Customer’s API or Data Feed usage exceeds contracted volumes, ForecastWatch may invoice for overages at specified rates or current list prices, throttle API access to contracted tier levels, or require higher tier upgrades. ForecastWatch will use commercially reasonable efforts to notify Customer before imposing charges or throttling.

4.5 Taxes; Currency and Foreign Transaction Fees

All fees exclude applicable taxes. Customer is responsible for all sales, use, value-added, withholding, and other governmental assessments, excluding taxes based solely on ForecastWatch’s net income. Customer is also responsible for any currency exchange fees, foreign transaction fees, wire fees, or similar charges associated with Customer’s payment of fees, whether incurred by Customer or by ForecastWatch or its agents in collecting payment.

4.6 Price Adjustments

ForecastWatch reserves the right to modify fees at any time; provided that fee increases shall not take effect until the next Renewal Term. ForecastWatch will provide written notice at least sixty (60) days prior to the applicable Renewal Term start.

Any single-year increase to the Subscription Fee at a Renewal Term shall not exceed the greater of (a) five percent (5%) or (b) the change in the U.S. Consumer Price Index for All Urban Consumers (CPI-U) over the prior twelve (12) months — except where Customer has affirmatively consented to a higher increase, or where the Order Form expressly sets a different schedule for that Renewal Term.

5. Term, Auto-Renewal, and Termination

5.1 Initial Term

This Agreement commences on the Effective Date in the Order Form and continues for the initial subscription period (the “Initial Term”). If no term is specified, the Initial Term is twelve (12) months from the Effective Date.

5.2 Automatic Renewal

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

5.3 Termination for Cause

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

5.4 Termination for Convenience by ForecastWatch

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

5.5 Immediate Termination for Data Misuse

ForecastWatch may immediately terminate this Agreement upon written notice if Customer: uses API Data or the Services in violation of Sections 2.3, 2.4, 2.6, or 2.8; redistributes, resells, or sublicenses API Data in violation of this Agreement; constructs or populates competing databases using API Data; or fails to comply with the post-termination obligations 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:

• all rights and licenses granted to Customer, including the API and Data Feed license, immediately and automatically cease;
• Customer’s right to access, use, store, or retain any API Data, Data Feeds, and Processed Data immediately terminates;
• Customer must immediately discontinue all use of the Services, the API, and API Data;
• all outstanding payment obligations become immediately due and payable;
• Customer Data retrieval rights are as set forth in Section 3.2; and
• Customer’s post-termination obligations are as set forth in Section 5.7.

Customer cannot cancel Services during the Term and is not entitled to refunds except as expressly provided in Section 5.4.

5.7 Post-Termination Data Destruction

Upon expiration or termination of this Agreement for any reason, Customer shall discontinue all use of the Services, the API, and the API Data, and shall destroy or permanently delete from Customer’s systems all API Data, Data Feed content, and Processed Data in Customer’s possession or control. Customer may retain machine learning and artificial intelligence models trained on Services output during the Term pursuant to Section 2.8, and any forecasts produced by such models, provided Customer does not use such models or forecasts to substitute for, recreate access to, or supplement the Services. The restrictions in Section 2.8(a) through (c) continue to apply to any models so retained.

5.8 Survival

The following provisions shall survive expiration or termination of this Agreement: Section 1 (Definitions), Section 2.8 (AI/ML Training restrictions in clauses (a) through (c)), Section 3 (Proprietary Rights), Section 4 (Fees and Payment, as to accrued amounts), Section 5.5 (Immediate Termination), Section 5.6 (Effect of Termination), Section 5.7 (Post-Termination Data Destruction), Section 6 (Confidentiality), Section 8 (Warranties and Disclaimers), Section 9 (Limitation of Liability), Section 10 (Indemnification), and Section 12 (General Provisions).

6. Confidentiality

6.1 Obligations

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

6.2 Exclusions

Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party; was rightfully known to the receiving party prior to disclosure without restriction; is rightfully obtained from a third party without disclosure restrictions; or is independently developed by the receiving party without using 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 protective-order efforts.

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 in its sole discretion and without prior notice. ForecastWatch is not liable if any part of the Website is unavailable. Customer is solely responsible for obtaining and maintaining a suitable internet connection and the hardware or software necessary to access the Website.

7.2 Prohibited Uses

Customer shall use the Website and Services only for lawful purposes consistent with this Agreement. Customer shall not use the Website in violation of applicable federal, state, local, or international law; exploit or harm minors; transmit unsolicited advertising, spam, or promotional material; impersonate any person or entity; use robots, spiders, scrapers, or automated means except through the authorized API; introduce Malicious Code; attempt unauthorized access to the Website, its servers, or any connected systems; or engage in conduct that disables, overburdens, damages, or impairs the Website or interferes with others’ use.

7.3 User Contributions

To the extent the Website includes interactive features allowing Customer or Authorized Users to post or submit content (“User Contributions”), all User Contributions are considered non-confidential and non-proprietary. By posting User Contributions, 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 contain defamatory, obscene, abusive, hateful, or otherwise objectionable material; promote illegal activity or violence; infringe any third-party Intellectual Property Rights or other rights; violate others’ privacy or publicity rights; or contain material creating 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 action it deems necessary, including law enforcement referral, 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 linked site content, products, or services. 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 endorsement, association, or sponsorship without express written consent. ForecastWatch reserves the right to withdraw linking permission at any time without notice.

7.8 Copyright Infringement

If Customer believes any Website content infringes copyright, please send notice to Intellovations LLC, Attn: Legal Department, at support@forecastwatch.com. ForecastWatch will respond to notices that comply with applicable intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and may take down allegedly infringing materials and terminate the accounts of repeat infringers.

7.9 Reliance on Information

Website information is made available for general informational purposes only. ForecastWatch does not warrant accuracy, completeness, or usefulness. Any material reliance is strictly at Customer’s own risk.

8. Warranties and Disclaimers

8.1 Mutual Representations

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

8.2 ForecastWatch Warranties

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

8.3 No Warranty on Data Accuracy

Customer acknowledges the Services involve third-party weather forecast and related data analysis and verification, and that ForecastWatch does not control underlying forecast data accuracy. FORECASTWATCH MAKES NO WARRANTY OR REPRESENTATION REGARDING THE ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY OF ANY API DATA OR RELATED ANALYTICS, AND CUSTOMER’S RELIANCE 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 THE 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, COMPLETELY SECURE, OR FREE OF DEFECTS OR MALICIOUS CODE. NO FORECASTWATCH EMPLOYEE, AGENT, OR REPRESENTATIVE HAS AUTHORITY TO BIND FORECASTWATCH TO ANY ORAL REPRESENTATION OR WARRANTY.

8.5 High-Risk Activities Disclaimer

THE SERVICES, API DATA, DATA FEEDS, AND DOCUMENTATION ARE NOT FAULT-TOLERANT AND ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE OR RESALE IN: INSURANCE UNDERWRITING; CRITICAL HEALTH AND SAFETY OR ONLINE CONTROL EQUIPMENT IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE; THE OPERATION OF NUCLEAR FACILITIES; AIRCRAFT NAVIGATION OR COMMUNICATIONS SYSTEMS; AIR TRAFFIC CONTROL; EMERGENCY RESPONSE; TERRORISM PREVENTION OR RESPONSE; LIFE SUPPORT; OR WEAPONS SYSTEMS (COLLECTIVELY, “HIGH RISK ACTIVITIES”). FORECASTWATCH EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR USE IN HIGH RISK ACTIVITIES. CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH ANY USE OF THE SERVICES IN HIGH RISK ACTIVITIES.

8.6 Allocation of Risk

The parties agree that ForecastWatch has set its prices and entered into this Agreement in reliance upon the disclaimers and limitations set forth herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose), and that the same form an essential basis of the bargain between the parties.

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 FROM THIS AGREEMENT OR THE SERVICES OR ANY INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF SUCH POSSIBILITY.

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.

10. Indemnification

Customer shall release, defend, indemnify, and hold harmless ForecastWatch and its Affiliates, and their respective officers, directors, employees, agents, contractors, successors, and assigns, from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of:

• Customer’s or any Authorized User’s use of the Services or API Data in violation of this Agreement;
• Customer Data, Customer Forecast Data, or any User Contribution;
• Customer’s creation or distribution of any Derived Work;
• Customer’s breach of any representation or warranty in this Agreement;
• Customer’s failure to comply with the post-termination obligations in Section 5.7; or
• Customer’s violation of applicable law, including privacy laws.

The foregoing does not apply to the extent any loss or damage is caused by ForecastWatch’s gross negligence, willful misconduct, or non-performance under this Agreement.

11. Data Privacy and Security

11.1 Privacy Policy

ForecastWatch’s personal information collection, use, and disclosure in connection with the Services is governed by ForecastWatch’s Privacy Policy, incorporated herein by reference and available at /privacy on the ForecastWatch platform. Use of the Services indicates consent to the practices described therein.

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 ForecastWatch processes personal data on Customer’s behalf, the parties shall execute a Data Processing Addendum governing such processing in compliance with applicable data protection law.

12. General Provisions

12.1 Governing Law

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

12.2 Mediation; Forum

If a dispute, controversy, or claim arises out of or relates to this Agreement, or the breach, termination, or validity thereof, the parties must, upon the written request of any of them, first submit the dispute to mediation to be conducted by the Columbus Bar Association or another independent mediator as agreed upon by the parties. The parties must use their good faith efforts to resolve the dispute by such mediation and to comply with any settlement agreement reached therein.

If mediation does not resolve the dispute within sixty (60) days after the written mediation request (or such longer period as the parties may agree), either party may institute litigation. Any such litigation shall be brought exclusively in the federal or state courts located in Franklin County, Ohio, and the parties irrevocably consent to the personal jurisdiction and venue of such courts and waive any objection thereto. The prevailing party in any such litigation shall be entitled to recover reasonable attorneys’ fees, court costs, and other expenses incurred in connection therewith, in addition to any other rights and remedies.

12.3 Equitable Relief

ForecastWatch shall be entitled to seek injunctive or other equitable relief, in addition to all other remedies available at law or in equity, where monetary damages would be an inadequate remedy for breach of this Agreement.

12.4 Force Majeure

Neither party shall be liable for any failure or delay in performance to the extent resulting from causes beyond its reasonable control, including natural disasters, acts of God, government acts, war, terrorism, riots, sabotage, labor disputes, pandemics, epidemics, power failures, computer or network failures, internet or utility failures, third-party software defects, or other force majeure events, excluding payment obligations. The affected party shall give prompt written notice and use commercially reasonable efforts to mitigate impact.

12.5 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. Continued use of the Services after modified Terms are posted 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 shall not take effect until the next Renewal Term unless Customer affirmatively consents.

12.6 Entire Agreement

This Agreement, together with all Order Forms, the Privacy Policy, the SLA, and any Data Processing Addendum, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral. Any terms in a Customer purchase order or ordering documentation that conflict with or supplement this Agreement are void and of no effect. In case of conflict between an Order Form and this Agreement, the Order Form controls solely with respect to the Services described therein.

12.7 Assignment

Customer shall not assign or transfer this Agreement or any rights or obligations hereunder without ForecastWatch’s prior written consent; provided, however, that Customer may assign this Agreement to an Affiliate in connection with a reorganization, or in connection with a transfer of all or substantially all of the assets of the business to which this Agreement relates, upon prior written notice to ForecastWatch. ForecastWatch may freely assign this Agreement, in whole or part, to any Affiliate or successor in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, without Customer’s consent. Any assignment in violation of this Section is void.

12.8 No Waiver

Either party’s failure to enforce any provision shall not constitute a waiver of that party’s future enforcement right for that provision or any other provision.

12.9 Severability

If any provision is held 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.

12.10 Independent Contractors

The parties are independent contractors. This Agreement creates no partnership, joint venture, agency, franchise, or employment relationship. Neither party has the authority to bind the other or incur obligations on the other’s behalf. There are no third-party beneficiaries to this Agreement.

12.11 Subcontracting

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

12.12 Notices

All notices under this Agreement shall be in writing and are deemed given upon personal delivery; one (1) business day after deposit with a nationally recognized overnight courier; three (3) business days after mailing by certified or registered mail with return receipt requested; or upon confirmed receipt if emailed 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.

12.13 Export Compliance

Customer expressly acknowledges and agrees that Customer shall not export, re-export, transfer, or release the Content, API Data, or access to the Services, in whole or in part, to: (i) any U.S. embargoed country or to a national or resident thereof; (ii) any person on the U.S. Treasury Department’s list of Specially Designated Nationals; (iii) any person or entity on the U.S. Commerce Department’s Denied Persons List, Entity List, or Unverified List; or (iv) any person or entity where such export, re-export, or provision violates any U.S. export control laws or regulations. Customer shall comply with all applicable export control laws and regulations of the United States and any other relevant jurisdiction.

12.14 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 outside the United States.

12.15 Accessibility

If a disability prevents or limits your ability to access these Terms, please contact 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