"Library" is a front-end library WeatherLayers GL which serve to interactively visualize weather data. While the web application WeatherLayers ("Web Application" that is provided as Software as a Service solution by the Provider from https://weatherlayers.com) on its own (without use of the Library) can visualize only pre-processed weather data listed in Cloud Data table on the https://weatherlayers.com, the Library can visualize also data from other sources (self-hosted data).
"License is non-exclusive authorization to use the Library granted by the Provider to the User in the scope and under conditions set by the Terms.
"Provider" means Kamzek s.r.o., business company with registered office at Strnadových 1015/6, Vysočany, 190 00 Prague 9, Czech Republic, ID No.: 10814591, incorporated under the laws of Czech Republic, registered in the commercial register kept by the Municipal Court in Prague under file No. C 348929, Provider's e-mail address: [email protected].
"Services" are support and maintenance services in the scope specified in Article 8 that are provided by the Provider to the User for limited time according to these Terms.
"Technical Documentation" is Technical Documentation available at https://docs.weatherlayers.com.
"User" is a person intending to use or using the Library. The User declares he/she concludes the Contract only for purposes of its business activity and he/she is not in a position of consumer. Consumers may not conclude this Contract and may not use the Library on the basis of the Terms (in case of interest they shall contact the Provider individually).
"User Application" is user's application in connection with which the User intends to use the Library (statically or dynamically link the Library to such application). For the purpose of these Terms, individual User Applications are determined, among others, by the full domain name, on which the User Application is available to its users (i.e., if the same User Application is available at www.firstapplication.com and also at www.secondapplication.com, it is considered to be 2 User Applications). For avoidance of any doubt, multiple User Applications may be available under the same domain name.
2. SUBJECT OF THE CONTRACT
2.1. On the basis of these Terms, the Provider undertakes to grant a License to use the Library to the User, and the User undertakes to pay the price for the License.
2.2. The Provider shall also provide the User with Services for 1 year as of the date of conclusion of the Contract in the scope laid down by the Terms. The price of the Services is included in the price for the License.
3. OBTAINING THE LIBRARY
3.2. The License is purchased (and the Contract is concluded) only when the price is fully paid to the Provider and the order is confirmed per e-mail by the Provider. The Provider reserves the right not to confirm any order and to return the price without stating the reason. If the Provider decides to confirm the purchase, it will provide the User with the Library per e-mail or, at Provider's discretion, will provide the User with link to website from which the Library can be downloaded (and login credentials if necessary), either of it at latest within 10 days after the purchase is confirmed.
3.3. By establishing a user account in the Web Application, purchasing, first download or first use of the Library (whichever happens first), the User accepts these Terms and thereby enters into the Contract. The User shall not use the Library unless he/she agrees to these Terms.
4. AUTHORIZATION TO USE THE DATA
4.1. The User declares it has sufficient authorization to use all data (including self-hosted data) that are input or otherwise used by the Library or Web Application at least in the scope necessary for processing such data by the Library or Web Application according to the Contract. The User in particular, but not limited to shall obtain necessary consents, licenses, or other authorizations to use the data if they are sourced from a third person.
4.2. The User shall, at latest within 7 days as of receipt of the written request from the Provider, submit written evidence proving that the declarations and obligations in the previous paragraph are true or complied with. If the Provider loses good faith that the User has sufficient authorization to use the data or has serious suspicion that the User breaches the law in any way, it can immediately suspend the provision of the License and Services for the period of time determined by the Provider. The Provider shall notify the User of the interruption and the reasons. Unless the Parties agree on an appropriate solution, the Provider may withdraw from the Contract (but has no obligation to refund the price already paid).
4.3. If the declarations according to previous paragraphs are not true or the aforesaid obligations are not complied with, the User shall be fully liable for any consequences. The User shall indemnify the Provider against any loss in case any third party asserts any claim against the Provider due to breach of the previous paragraph and shall compensate to the Provider any damages and related costs (including, but not limited to, the costs of legal representation, costs of out-of-court negotiations, court, administrative or other proceedings, license fees, negotiated compensations etc.). Unless the Parties agree otherwise, the User shall defend the Provider in all disputes and shall use all available means that are appropriate to protect the Provider.
4.4. In case the User breaches of any provision of this Article, the User shall pay to the Provider a contractual penalty of EUR 4 000 for each individual violation. The payment of contractual penalty does not affect the right to claim damages (or other compensation based on Article 4.3.) in full amount.
5. TECHNICAL REQUIREMENTS
5.1. To be able to use the Library, the User shall install the Library in line with all instructions and technical requirements included in the Technical Documentation. The Provider is not liable for any problems arising from non-compliance with the Technical Documentation.
5.2. The Provider reserves the right, at the Provider's sole discretion and without the obligation to provide justification, at any time and without prior notice to the User, to:
a) modify the functions or the extent of Library by any means,
b) update or upgrade the Library,
c) modify the Technical Documentation. The changes of Technical Documentation do not represent change of the Contract and can be done unilaterally by the Provider.
6.1. The User shall pay the price of the License before he/she starts using the Library. The price can be found at https://weatherlayers.com. The price includes:
a) payment for a License for the version of the Library that was available at the time of the download,
b) payment for 1 year of Services as specified below (the term starts on the day of provision of the License according to Article 3.2).
6.2. All prices are quoted without VAT unless expressly stated otherwise. Provider is a VAT payer in the Czech Republic. Provider will charge User VAT together with the price and User agrees to pay the VAT according to the applicable legal regulations.
6.3. The price does not include any other expenses of the Provider or other charges. The User agrees to pay all expenses and charges subject to prior agreement. This does not apply in the case of public charges such as taxes (e.g., withholding tax on the License granted) or customs duties. Should the Provider be obliged to pay such charges, the User undertakes to pay these charges on behalf of the Provider without prior agreement. In case the Provider will be obliged to pay such charges by the relevant authority, the User shall reimburse such charge to the Provider within 5 days after receipt of the written request.
6.4. The price is payable in advance before the use of the Library and the Services. The price shall be paid based on the invoice issued by the Provider after the conclusion of the Contract. The Provider shall send the invoice to the User's e-mail address provided at sign up in electronic form.
6.5. The User shall make payment by bank transfer to the account specified in the invoice. The User must always use all payment identifiers specified (e.g., reference number) when making payment. The obligation to pay the price is fulfilled on the date the relevant amount is credited to the account specified in the invoice. The price must be credited in full – the User bears his/her bank's fees, the Provider bears own bank's fees.
6.6. In case the User is in default with payment of any due amount that was charged on the basis of the Contract even after previous written notification, the Provider is entitled to stop provision of Services, License and also to stop provision of Web Application or other services that are provided on the basis of a separate agreement between the Parties.
7. LICENSE TO USE THE LIBRARY
7.1. The Library and Technical Documentation may be protected by copyright or other intellectual property rights.
7.2. The Provider grants to the User a non-exclusive License to use the Library and Technical Documentation for the duration of intellectual property rights therein. The License is granted at the moment when the Provider sends the User the Library per e-mail or at the moment when the Provider sends the User the link (and login credentials if necessary). The License is not limited by territory but is limited for use in one User Application. Prior to purchasing the License, the User is obliged to inform the Provider in writing about the domain name of the User Application in connection with which the License is to be used. For this purpose, the User shall fill in all the required information in the order form. If the User intends to use the Library in connection with more User Applications, it shall first purchase additional License.
7.3. The User may change the domain name under which the User Application is available only if it notifies the Provider in writing about such change in advance and at the same time ceases to use the Library in connection with the User Application available under the previous domain name.
7.4. The License is granted only for the use of the Library in line with Technical Documentation and Provider's written instructions (this includes optional integration with the Web Application, however, nothing in these Terms authorizes the User to use the Web Application – such authorization must be obtained separately by concluding separate contract with the Provider.
7.5. The User shall use the Library and Technical Documentation only for internal purposes and shall not provide them to third persons (i.e. they can be used solely by the User, its employees and members of User's corporate bodies within the scope of the activities of the User). The User shall be liable for any actions taken by third persons to which it has made the Library and Documentation available. The User shall not assign nor sublicense the Library or Documentation to any third persons.
7.6. The User undertakes not to use the Library (and Technical Documentation, if applicable) in any manner other than as specified in these Terms. In particular, the User shall not:
a) use the Library in an illegal manner, manner which could harm the Provider or be competitive towards the Provider;
b) interfere with the security measures of the Library or otherwise engage with them, in particular the User shall not insert malware (computer viruses, Trojan horses, ransomware, etc.) or other harmful content or code in the Library;
c) disrupt or circumvent minification, decompile or disassemble the Library, or take similar steps to obtain source codes of the Library (any forms of reverse engineering etc.) unless it is expressly allowed by the applicable law. The source codes will not be provided to the User;
d) distribute the Library and Technical Documentation to any third persons, communicate the Library to any third persons (e.g. by granting access to the Library or its functionalities to third persons online), lend, rent the Library, provide access details to the User's account to third persons;
e) modify or adapt the Library or Technical Documentation, create any derivative works based on them (including translations) or connect them with another works. However, the User may integrate the Library with the Web Application on the basis of API;
f) remove copyright notices of the Provider;
g) attempt to log into another User's account without authorization.
7.7. For the purpose of checking compliance with these Terms, the User shall provide the Provider with all information and materials related to the User Application and User's use of the Library and provide the Provider with access to the User Application, all within 3 days from the Provider's request. All information, materials, and access data according to this Article shall be provided to the Provider's e-mail stipulated in Article 1.2. In case the Provider identifies any non-compliance of the User or the User Application with these Terms, especially with the limitation to the License, then the Provider may, in addition to any rights stipulated in these Terms or arising from applicable law, suspend User's access to the User account and withdraw from the Contract.
7.8. The User may create screenshots of the visualized weather data, make their copies, distribute them, or communicate them to third persons.
7.9. The Library may contain objects protected by third-party intellectual property rights, including open-source components. As an exception to the preceding provisions of Article 7, the Provider grants the User only with a non-exclusive authorization to use these objects in the extent allowed by the license terms (mainly MIT license) to such objects.
7.10. Should the User (or any person to which the User has made the Library available to) violate any provision of this Article, the User shall pay the Provider a contractual penalty of EUR 4 000 for each individual violation. The payment of contractual penalty does not affect the right to claim damages or compensation in full amount.
7.11. The remuneration for License is included in the price.
8. SUPPORT AND MAINTENANCE SERVICES
8.1. The Provider shall provide the Services (i.e. support and maintenance services according to this Article) for the term of 1 year after conclusion of the Contract ("Service Term"), upon written request. In case of any failure, fault or problem in the Library or Technical Documentation, the User may contact the Provider via [email protected]. The Provider shall provide advice or help to solve the technical issue in the scope and manner determined by the Provider (it is possible also by providing work-around solution). The Provider does not guarantee any response or resolution times to the User. The Provider may also issue updates or upgrades of the Library.
8.2. Prior to the expiry of the Service Term, the Parties may conclude a separate support and maintenance agreement to ensure continuity of the Services. Continuity of the Services under such agreement may be subjected to further fees payable to the Provider. If the Parties do not conclude agreement on provision of the Services within the Service Term, the Provider may decide not to issue any further updates and upgrades for the downloaded version of the Library any time after the expiry of the Service Terms.
8.3. With regards to specific nature of the License and Services (as they are related to software), the Parties expressly exclude the rights arising from defective performance according to the Civil Code.
9. DISCLAIMER AND LIMITATION OF LIABILITY
9.1. The Library and Services are provided "as are" and "as available". The Provider offers no warranty and excludes all liability for the quality, accuracy or completeness of the Library and the Documentation, the level of availability and/or uninterrupted provision of the License and Services. If the Library ceases to function or suffers by defects, it does not constitute a substantial breach of the Contract and the User may not withdraw from the Contract on the basis of such reason. However, the Provider shall endeavor to resolve problems according to clause 8.1.
9.2. The Provider shall not be liable for any direct or indirect damage (including lost profits, special or incidental damages) caused to the User or third person to which the outputs were made available by outages, malfunctions, or errors of the Library or other performances provided on the basis of the Contract, such as software failures, technical failures, failures of networks or telecommunication systems, regardless of whether they are caused by the Provider, Users or third parties, or arise as a result of power failures, interruptions or interference of telecommunication services or circumstances excluding liability or events of force majeure (e.g. cyber-attack or strike). The Provider excludes liability for correctness of processing of the data input in the Library or Web Application or any issues or failures caused by such data, unsuitability of such data for use with the Library. The Provider further excludes liability for damages caused by configuring or integrating the Library to other software. This applies even if the User has notified the Provider in advance of the possibility of such damage.
9.3. In case the Provider is held liable for damage despite the aforesaid, the Provider's obligation to compensate for any damages caused is limited up to EUR 1 600 (this is maximum amount for all damages in total).
10. CONFIDENTIALITY AND DATA PROTECTION
10.1. The Provider may disclose to the User information which, in view of its content or the manner of disclosure, may be important for the Provider to protect. This includes, but is not limited to, any non-public information of which the User becomes aware in connection with the Contract (for example, trade secrets, know-how, technical documentation, preparatory and conceptual materials, analyses and their outputs), all of which are confidential. The User is obliged to keep all confidential information confidential, shall not disclose them and shall protect them from misuse. All confidential Information shall be used by the User only in accordance with the Contract and solely for purposes allowed by the Contract. In no event shall User disclose confidential information to any third party (other than its employees and consultants) without Provider's prior written consent. The User shall bind employees and consultants by the confidentiality obligation at least in the scope corresponding to scope required by this Article. The User is liable for any disclosure by such persons as if the disclosure was caused directly by the User.
10.2. The User is obliged to keep their login credentials secure and to protect all devices used in connection with the login to the User's account. The User is solely responsible for any misuse of their user account.
10.4. Should the User violate this Article, the User shall pay to the Provider a contractual penalty of EUR 4 000 for each individual violation.
11.1. The Provider may withdraw from the Contract, in case the User:
a) violates any provision of Article 4 (authorization to use the data), 6 (price), 7 (License) or 10 (confidentiality and data protection),
b) enters into liquidation, is placed under receivership, is the subject of insolvency proceedings or has had a petition to open such proceedings dismissed.
11.2. If the Contract terminates, the User shall delete the Library, Technical Documentation and/or other materials received from the Provider on the basis of this Contract from all devices and shall cease to use them. The User shall confirm deletion in writing if this is requested by the Provider.
11.3. In the event of termination of the Contract, the Provider will not refund the price or any part thereof to the User, unless the termination was caused by the substantial breach of the Contract by the Provider.
12. CHANGE OF THE TERMS
13. FINAL PROVISIONS
13.1. These Terms, the Contract and any and all of the rights and obligations connected therewith are governed and construed by the laws of the Czech Republic. The use of commercial practices is excluded. Any disputes will be resolved by the Czech courts competent according to the Provider's registered office, and each of the Parties to the Contract irrevocably submits to their exclusive jurisdiction.
13.2. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from these Terms without affecting the rest of these Terms. The remaining provisions of these Terms will continue to be valid and enforceable.
13.3. The parties assume the risk of a change of circumstances, which means that even if there is a material change of circumstances that would disadvantage one of the parties, the parties will still be bound by their obligations without a change, as originally concluded.
13.4. All contractual penalties are due at the moment when the User breaches the obligation. The payment of contractual penalty does not affect the right to claim damages or compensation in full amount.
13.5. These Terms supersede any prior oral or written negotiations between the Provider and the User.
13.6. The Parties agree that if one of them does not exercise or enforce any legal right or remedy which is contained in these Terms (or which such Party has the benefit of under any applicable law), this will not be taken to be a formal waiver of such Party's rights and that those rights or remedies will still be available to it.
13.7. The User shall not assign the Contract nor any rights or obligations under these Terms to third person without the Provider's consent.
13.8. The User agrees that the Provider may refer to the User on the Provider's website and in the Provider's sales presentations and activities towards the acquisition of new Users to the extent of stating the User's business name and/or logo. Such User's consent is valid for the duration of the Contract and for a period of five years after its termination.