PLEASE READ CAREFULLY:
WEATHER TILES LICENSE AGREEMENT CUSTOMWEATHER, INC.
BY CHECKING THE “ACCEPT” BUTTON BELOW, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A
PARTY TO THIS LICENSE AGREEMENT.
THIS LICENSE AGREEMENT is made and entered into by and between CUSTOMWEATHER, INC. ("we" or "us" or “our”),
whose principal office is located at 230 California St, Suite 420, San Francisco, CA 94111, United States of America and you.
(A) We grant you the non-exclusive, non-transferable right to exhibit and display the Weather Tile that you chose above on your World Wide Web site (your "Site").
(B) You understand that our Content will include weather and weather related information and that we may change, eliminate or discontinue any of our Content at any time in our sole discretion.
(C) We grant you limited rights:
• You may only use our Content as we have agreed in this Agreement;
• You will exhibit and display our Content in its entirety (without any alteration or deletion, that is, you may not change our Content by editing, altering, modifying or preparing any derivative works of our Content), including all credits and copyright notices included in the Content;
• It cannot be implied, directly or indirectly, including by using our Content together with content provided by you or others, that we provide, endorse, sponsor, certify or approve of other content included within your Site or any products or services advertised in or near our Content;
• You may not resell, sublicense, retransmit or otherwise distribute any of our Content in any way at all.
• Our Content may only be used for static display on your Site and you will not use our Content as all or part of any streaming video or audio content or for video delivery.
• You grant us the right to review and approve the manner in which our Content is displayed on your Site.
This Agreement will begin when you click on the "Accept" button and will continue until one of us terminates this Agreement as provided in Paragraph 7.
(A) You understand and agree that, as between us and you, we are the sole owner of our Weather Tile and ALL content therein. Once this Agreement has been terminated, you will delete from your Site and discontinue use of our Weather Tile. You disclaim any right, title or interest in our Weather Tile.
(B) You hereby transfer, convey and assign to us, and agree to cause your officers, directors, employees and agents to transfer, convey and assign to us, all right, title and interest in or to any and all intellectual property in which you acquire an interest which, under this Agreement, is owned by us. You also agree to execute and to cause your officers, directors, employees and agents to execute any documents that we may request for the purpose of evidencing, enforcing, registering or defending our ownership of that intellectual property.
(A) We will defend, indemnify and hold harmless you and your affiliates against any claim by third parties that the Content infringes any U.S.A copyright, knowingly infringes any U.S.A patent, or results from the misappropriation of trade secrets, unless the claim arises out of (i) your specific requirements, (ii) any modification of our Content, or (iii) combination of our Content with other data, products, materials, programming, or information not provided by us.
(B) You will defend, indemnify and hold harmless us and our affiliates against any loss, cost or damage arising out of any claim by third parties relating to your Site including any claim by a third party or you with respect to advertising sold by you in the event that this Agreement is terminated by us; provided, however, that you will not be so obligated if the claim is covered by clause (A) above.
(C) The obligation of each party in clause (A) and (B) above to indemnify, defend and hold harmless the other party will be subject to the indemnified party providing prompt notice of the claim giving rise to the obligation, and indemnifying party's right to select legal counsel to represent both parties, provided there is no conflict between such counsel's representation of both parties.
5. No Warranty.
All weather information and forecasts included within the content are provided "as is". We make no representation or warranty of any kind, nature or description, express or implied, with respect to the content, including, without limitation, any warranty of any kind or nature with respect to the accuracy of the content or any implied warranty of merchantability or fitness for a particular purpose or any implied warranties arising from a course of dealing or a course of performance, and we hereby expressly disclaim the same. We specifically disclaim any representation or warranty regarding the accuracy or reliability of any weather forecast or report.
6. Limitation of Liability.
CustomWeather Inc., its officers, directors, affiliates, agents, or licensers are not liable for incidental, indirect, consequential, special, punitive, or exemplary damages of any kind, including lost revenues or profits, loss of business or loss of data, in any way related to this service or for any claim, loss or injury based on errors or omission, interruptions or any other inaccuracies appearing on Intellicast.com (including without limitation as a result of breach of any warranty or other term of this Agreement). Any claim against us shall be limited to the amount you paid, if any, to us for use of our Weather Tile Content.
We reserve the right to terminate this Agreement and services defined in 1 above at any time without given notice.
8. Governing Law.
The Usage Rules shall be governed by the laws of the United States of America and the State of California