Introduction: Your Agreement to these Terms of Use.

Welcome to the Weatherbill website – www.weatherbill.com – and any other websites or services owned or operated by Weatherbill, Inc. (the “Weatherbill Service”). To access the Weatherbill Service, you (“you” or “User”) must at all times agree to and abide by these Terms of Use (“Agreement” or “Terms”). This Agreement is a legal contract between you, a user of at least 18 years of age or a single company, organization, or entity (“you” or “User” or, collectively, “ Users”), and Weatherbill, Inc. (“Weatherbill” or “we” or “us” or “our”) regarding your use of the Weatherbill Services. The services hereunder are offered by Weatherbill, Inc. located at: 445 Bush Street, Suite 100, San Francisco, CA 94108 and email contact@weatherbill.com. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.

PLEASE READ CAREFULLY THE FOLLOWING TERMS OF USE. By REGISTERING FOR AND/OR accessing, browsing, using or SUBSCRIBING TO The Weatherbill Service, you acknowledge that you have read, understood, and agree to be bound by the following terms, including ANY ADDITIONAL GUIDELINES, AND any FUTURE modifications (collectively, the “Terms”). If AT ANY TIME you do not agree to these Terms, please TERMINATE YOUR use OF The Weatherbill Service.

1. Authorized Users. The WEATHERBILL SERVICE is not FOR persons under the age of 18. If you are under 18 years of age, then please do not use the Weatherbill Service.

2. Specific Features and Services. When using the Weatherbill Service, you may be subject to any additional posted guidelines or terms and conditions applicable to specific services and features which may be posted from time to time (the “Guidelines”). All such Guidelines are hereby incorporated by reference into the Terms. In addition, your use of the Weatherbill Service is governed by the Weatherbill Privacy Policy which is hereby incorporated by reference into the Terms and you consent to the collection, use and disclosure of any personal information provided by you to use in accordance with the Privacy Policy, so as to better comply with US or Canadian law.

3. Modification of These Terms. We reserve the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time. Please check these Terms and any Guidelines periodically for changes. Your continued use of the Weatherbill Service after the posting of changes constitutes your binding acceptance of such changes. For any material changes to these Terms, such amended terms shall automatically be effective after they are initially posted on the Weatherbill Service.

4. Ownership; Proprietary Rights. The Weatherbill Service is owned and operated by Weatherbill, Inc. The content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, and all other elements of the Weatherbill Service that are provided by Weatherbill (“Weatherbill Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. For clarity, Weatherbill Materials do not include any content from third party sites, whether the Weatherbill Service provides a link to them or not. All Weatherbill Materials contained on the Weatherbill Service are the copyrighted property of Weatherbill or its subsidiaries or affiliated companies and/or third party licensors. All trademarks, service marks, and trade names are proprietary to Weatherbill or its affiliates and/or third party licensors. Except as expressly authorized by Weatherbill, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Weatherbill Materials.

5. Restrictions.

   1. As a condition of your use of the Weatherbill Service, you will not use the Weatherbill Service for any purpose that is unlawful or prohibited by these Terms. Access to the Weatherbill Materials and the Weatherbill Service from territories where their contents are illegal is strictly prohibited. Weatherbill Users are responsible for complying with all local rules, laws, and regulations including, without limitation, rules about intellectual property rights, the internet, technology, data, email, or privacy.

   2. Any use by User of any of the Weatherbill Materials other than for private, non-commercial use or, in the case of paying users, their internal business purposes is strictly prohibited.

   3. You may not use the Weatherbill Service in any manner that in our sole discretion could damage, disable, overburden, or impair it or interfere with any other party’s use of the Weatherbill Service. You may not intentionally interfere with or damage the operation of the Weatherbill Service or any User’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code. You may not remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Weatherbill Service, features that prevent or restrict the use or copying of any content accessible through the Weatherbill Service, or features that enforce limitations on the use of the Weatherbill Service. You may not attempt to gain unauthorized access to the Weatherbill Service, or any part of it, other accounts, computer systems or networks connected to the Weatherbill Service, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Weatherbill Service or any activities conducted on the Weatherbill Service. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Weatherbill Service. You agree neither to modify the Weatherbill Service in any manner or form, nor to use modified versions of the Weatherbill Service, including (without limitation) for the purpose of obtaining unauthorized access to the Weatherbill Service.

   4. The Weatherbill Service may contain robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access the Weatherbill Service for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Weatherbill Service.

   5. You may not utilize framing techniques to enclose any trademark, logo, or other Weatherbill Materials without our express written consent. You may not use any meta tags or any other “hidden text” utilizing Weatherbill’s name or trademarks without our express written consent.

   6. You may not deep-link to the Weatherbill Service and will promptly remove any links that Weatherbill finds objectionable in its sole discretion. You may not use any Weatherbill logos, graphics, or trademarks as part of the link without our express written consent.

   7. You may not send junk mail to other Users, including, but not limited to unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures.

6. User Account Information. You agree that the information you provide to Weatherbill upon registration and, at all other times, will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. When you register, you will be asked to provide a password. As you will be responsible for all activities that occur under your password, you should keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your account ID, password, or any credit, debit, or charge card number), you will immediately notify Weatherbill. You may be liable for the losses incurred by Weatherbill or others due to any unauthorized use of your account.

7. Communications; Notice. Under these Terms, you consent to receive communications from Weatherbill electronically. We will communicate with you by email or by posting notices on the Weatherbill Service. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Except as explicitly stated otherwise, legal notices shall be served on Weatherbill’s national registered agent or to the email address you provide to Weatherbill during the registration process. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process. In such case, notice shall be deemed given three days after the date of mailing.

8. Assistance and Feedback. Please visit our Contact information page for further assistance.

9. Third Party Sites and Materials.

   1. The Weatherbill Service may include links to other web sites or services solely as a convenience to Users (“Linked Sites”). Weatherbill does not endorse any Linked Sites or the information, material, products or services contained on Linked Sites or accessible through Linked Sites. Furthermore, Weatherbill makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. Access and use of linked sites, including the information, material, products, and services on linked sites or available through linked sites, is solely at your own risk.

   2. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Weatherbill Service are solely between you and such advertiser. You agree that WEATHERBILL will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the WEATHERBILL Service.

   3. Weatherbill may make changes to or discontinue any of the content or services available on the Weatherbill Service at any time, and without notice. The content or services on the Weatherbill Service may be out of date, and Weatherbill makes no commitment to update these materials.

10. Weather Sensitivity Tool. The Weatherbill Service includes tools that show you how weather impacts your business, based on financial data that you upload or enter into the Weatherbill Service (“Weather Sensitivity Tools”). Any such upload or entry is solely at your own risk, and you agree that Weatherbill is not responsible for any loss or disclosure of financial data. In addition, you agree that anything generated by the Weather Sensitivity Tools is for information purposes only and is not to be relied upon in any manner.

YOU ACKNOWLEDGE THAT USE OF THE WEATHER SENSITIVITY TOOLS IS SOLELY AT YOUR OWN RISK. WEATHERBILL MAKES NO WARRANTY THAT THE WEATHER SENSITIVITY TOOLS WILL PROVIDE RESULTS THAT ARE ACCURATE, RELIABLE, OR USEFUL. WEATHERBILL DOES NOT MAKE ANY WARRANTY OR REPRESENTATION AS TO THE USE OR THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEATHER SENSITIVITY TOOLS. IN NO EVENT WILL WEATHERBILL, ITS AFFILIATES, EMPLOYEES, AGENTS, LICENSORS OR SUBCONTRACTORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS A RESULT OF A DECISION MADE OR ANY ACTION TAKEN BY YOU IN RELIANCE ON THE WEATHER SENSITIVITY TOOLS OR ANY RESULTS OBTAINED FROM THEIR USE.

11. Termination. You agree that Weatherbill, in its sole discretion and for any or no reason, may terminate any account (or any part thereof) you may have with Weatherbill. In addition, Weatherbill reserves the right to discontinue any aspect of the Weatherbill Service at any time, including the right to discontinue the display of any licensed content or linked or embedded content either generally or in specific cases. You agree that any termination of your access to the Weatherbill Service or any account you may have or portion thereof may be affected without prior notice, and you agree that Weatherbill will not be liable to you or any third party for such termination. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Weatherbill Service may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Weatherbill may have at law or in equity.

12. Disclaimers; No Warranties.

WITHOUT LIMITING ANY OTHER PROVISION OF THIS SECTION AND IN ADDITION TO ALL OTHER PROVISIONS OF THIS SECTION, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WEATHERBILL EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, WITH RESPECT TO THE WEATHERBILL SERVICE. WEATHERBILL MAKES NO WARRANTY THAT THE WEATHERBILL SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE WEATHERBILL SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. WEATHERBILL DOES NOT MAKE ANY WARRANTY OR REPRESENTATION AS TO THE USE OR THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEATHERBILL SERVICE. YOU ACKNOWLEDGE THAT THE WEATHERBILL SERVICE MAY BE SUBJECT TO OPERATING ERRORS OR DEFECTS INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, DELAYS, NON-DELIVERIES, ERRORS, SYSTEM DOWN TIME, MISDELIVERIES, NETWORK OR SYSTEM OUTAGES, FILE CORRUPTION, OR SERVICE INTERRUPTIONS. NO SUCH EVENT SHALL CONSTITUTE A BREACH OF THIS OR ANY OTHER CONTRACT ON THE PART OF WEATHERBILL, EVEN IF CAUSED BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF WEATHERBILL OR ANY OF ITS AFFILIATES, EMPLOYEES, AGENTS, LICENSORS OR SUBCONTRACTORS.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

13. Indemnification. You agree to indemnify and hold Weatherbill, and its affiliated companies, and its suppliers and partners, harmless from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the Weatherbill Service, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. Weatherbill reserves the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.

14. Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WEATHERBILL OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT RESULT FROM YOUR USE OR THE INABILITY TO USE THE WEATHERBILL MATERIALS ON THE WEATHERBILL SERVICE, THE WEATHERBILL SERVICE ITSELF, OR ANY OTHER INTERACTIONS WITH WEATHERBILL, EVEN IF WEATHERBILL OR A WEATHERBILL AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, WEATHERBILL’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

IN NO EVENT SHALL WEATHERBILL’S OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE WEATHERBILL SERVICE (WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE) EXCEED ONE HUNDRED DOLLARS.

THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED TO YOU BY THIRD PARTIES OTHER THAN WEATHERBILL AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE WEATHERBILL SERVICE OR RECEIVED BY YOU THROUGH ANY LINKS PROVIDED ON THE WEATHERBILL SERVICE.

15. Miscellaneous.

    1. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law.

    2. Arbitration. Any dispute or claim arising out of or in connection with these Terms shall be finally settled by binding arbitration in San Francisco County, California under the Rules of the American Arbitration Association by one (1) arbitrator appointed in accordance with said rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

    3. Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of these Terms shall in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of these Terms shall not be construed as a continuing waiver of other breaches of the same or other provisions of these Terms.

    4. Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

    5. Assignment. The Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Weatherbill without restriction.

    6. Survival. Sections 10, 11, 12, 13, 14 will survive any termination of these Terms.

    7. Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.

    8. Entire Agreement. This Agreement is the entire agreement between you and Weatherbill relating to the subject matter herein and shall not be modified except in writing, signed by both parties, or by a change to these Terms or Guidelines made by Weatherbill as set forth in Section 3 above.

    9. Claims. YOU AND WEATHERBILL AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEATHERBILL SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.