WeatherLayers

Weather Visualization as a Service

Terms of Use of the WeatherLayers Data services

1. DEFINITIONS

1.1. These Terms of Use ("Terms of Use") are part of the service contract ("Contract") concluded between Kamzek s.r.o. ("Provider") and a user ("User").

1.2. Unless provided otherwise, the capitalized terms used in these Terms of Use have the following meanings:

API means application programming interface as described in Technical Documentation.

Data Sources mean persons and/or companies who own the intellectual rights to numerical models that are used within the Services.

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 mean the provision of the pre-processed weather data and interactive visualizations of such weather data as specified on the Website. The functions of the Services may vary depending on the subscription ordered by the User.

Technical Documentation means Technical Documentation available at https://docs.weatherlayers.com.

Terms of Use mean these Terms of Use of the WeatherLayers API Services.

User means a person intending to use or using the Services.

User Application means User’s Application into which the User intends to implement or has implemented the Services via the API.

Website means the website of Services available at https://weatherlayers.com.

2. MEMBERSHIP

2.1. To use the Services the User shall sign up. To sign up, the User must create a User account, which may be created free of charge via the form available at the Website under the "Sign up" button or at https://account.weatherlayers.com. To create the User account, the User shall provide all the required information, check the boxes indicating acceptance of these Terms of Use and Privacy Policy, and confirm process by pressing the "Continue" button.

2.2. By signing up the User accepts these Terms of Use and thereby enters into the Contract. The User shall not use the Services unless they agree to these Terms of Use. The Services are intended for business use only. Consumers may not use the Services.

3. SERVICES

3.1. To use the Services, the User must create a project under the "Create a project" button, choose one of the currently available subscriptions and order it by pressing the "Save" button. The User must order a subscription for each User Application. The list of currently available subscriptions is available on the Website. Below follows the explanation of some of the available subscriptions:

a) Basic is a paid subscription intended for use in User Application which is made available publicly to anyone (for example public web applications and mobile applications available for download by all users of GooglePlay or AppStore). At the same time, such User Application must be provided free of charge and may not offer any in-app purchases or functions made available for a fee.

b) Pro is a paid subscription intended for use that does not comply with the conditions stipulated in letter a) above. Such use includes for example use in User Application, which is available to a limited set of Users, or User Application which is provided for a fee or which offers in-app purchases or functions made available for a fee.

3.2. Alternatively, the User may choose to use only a Trial version of the Services. Trial is an unpaid version which may be used only for the limited purpose of testing the Services in User Application which may be used only by the User (i.e., may not be available to third parties).

3.3. For the purpose of checking compliance with the purchased subscription plan or Trial use, the User shall provide the Provider with all information and materials related to the User Application 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 of Use, especially with the subscription plans or the conditions of Trial use, then the Provider may, in addition to any rights stipulated in these Terms of Use or arising from applicable law, suspend User’s access to the Services and the User account.

3.4. The subject of the Contract does not include any further development of the existing Services or any development of new functionalities or components of the Services.

3.5. 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 Services by any means;

b) upgrade the software version of the API;

c) change the subscription plans, the functions available within the subscription plans and business model of the Services.

4. TECHNICAL REQUIEREMENTS

4.1. An internet connection is necessary for use of the Services.

4.2. The Provider is not responsible for implementing Services to the User Application. The subject of the Contract does not include implementation of the Services to the User Application, but the User may agree with the Provider on such implementation based on a separate agreement.

5. RESTRICTION OF SERVICES USE

5.1. The User undertakes not to use the Services in any manner other than as specified in these Terms of Use. In particular, the User shall not:

a) use the Services in an illegal manner, manner which could harm the Provider or be competitive with the Provider;

b) interfere with the security measures of the Services 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 to the Services;

c) alter or decompile the Services, or take similar steps to obtain computer codes of the Services (reverse engineering etc.);

d) store, modify, distribute, create any weather works or databases derived therefrom, or otherwise use the weather data or other content of the Services by other means or for other purposes that are not necessary for the use of the Services in User Application;

e) attempt to extract or reconstruct original data from the Services;

f) overload the Services (e.g. with scripting); and

g) attempt to access any part of the Services to which User has not been granted access or attempt to log into another User’s account without authorization.

6. PRICE

6.1. The price for the paid subscriptions is specified on the Website.

6.2. All prices are quoted without VAT. 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 prices do not include any other out-of-pocket 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.

6.4. The Services are dependent on third party services. Should the Provider's costs for the use of third-party services increase by more than 5 % from the date of conclusion of the Contract, the Provider shall inform the User of this fact and provide the User with evidence of the increase in costs. The User undertakes to pay the Provider the price corresponding to the increase in the cost of such services from the moment of such increase in costs is proven to the User on the basis of an invoice issued by the Provider, even without prior approval.

6.5. The Provider may change the prices from time to time. Price changes will take effect at the start of the next term of User's subscription following the date of the price change. In the event of a price change, the Provider will notify the User in advance of such price change. The User accepts the price change by continuing to use the Services after the price change takes effect. If the User does not agree to the price change, they may cancel the subscription according to Section 7.3.

7. TERMS OF PAYMENT

7.1. The term of the subscription may be monthly or annual. The price for each term of subscription is payable in advance. The User shall pay the price prior to the start of each term of subscription.

7.2. The price is collected through a third-party providing payment services (currently Stripe). By purchasing the subscription through a third-party, the User acknowledges that terms of provision of the payment services of the third-party providing them shall apply, in addition to these Term of Use. If the User purchases a subscription, they authorize the Provider to charge them the price of the subscription for chosen recurring term automatically until the User chooses to cancel the renewal.

7.3. The subscription will automatically renew at the end of the current term for the same term unless the User cancels the subscription according to this Section. The User may cancel the subscription (and therefore the subscription will not automatically renew) no later than on the last day of the current subscription term by pressing the "Deactivate" button which is available in the Services.

7.4. The Provider shall send the invoice to the User’s e-mail address provided at sign up in electronic form, which the User agrees to.

7.5. Should the User be refunded for paid subscription by the payment services provider, the subscription shall end on the day the User was refunded. In such case, the User is obliged to pay the Provider the refunded price on the basis of an invoice issued by the Provider.

7.6. Should the User change the subscription plan or terminate the Contract before the end of the current subscription term, the Provider will not refund any prices paid.

8. AUTHORIZATION TO USE THE SERVICES

8.1. The Services and their individual parts may be protected by copyright and other intellectual property rights. The User is using the Services in software as a service regime, i.e. the Provider shall not provide the User with source or machine codes.

8.2. The Provider hereby grants the User a non-exclusive authorization to use the Services for the duration of the Contract and not limited by territory for the purposes stipulated in Section 3.2.

8.3. Upon payment of the price for the relevant subscription, the Provider grants the User a non-exclusive authorization to use the Services for the duration of the subscription term, not limited by territory, but limited for use in one User Application, in compliance with the conditions of the selected subscription plan (Section 3.1. letter a) or b).

8.4. The authorization is always limited to the User’s account, and under no circumstances the User may disclose their login credentials. With the exception of making the User Application available to third persons, the User shall not grant the access to the Services to any third party. The User is at all times responsible for any violation of these Terms of Use by a third party to whom the User have made the Services available. The User shall not assign their authorization to a third party, nor shall grant sub-authorizations. The User shall not copy, distribute, or publish the Services except as provided in this Article

8.5. The User is entitled to publish the pre-processed weather data and interactive visualizations of such weather data in the User Applications.

8.6. The attribution of both the Data Source and the Provider must be clearly visible and properly displayed in the User Application as clickable hyperlinks on top of the map at all times when the relevant data from the Services are displayed. The attribution shall have the following format "<Data Source> via WeatherLayers". The User acknowledges that terms of use of the Data Sources shall apply, in addition to these Term of Use. References to such terms of use of the Data Source are part of the Technical Documentation.

8.7. Should the User violate any provision of this Article, especially if the User does not use the Services in compliance with the conditions of the selected subscription plan or Trial use, the User shall pay the Provider a contractual penalty of EUR 4 000 for each individual violation.

9. DISCLAIMER

9.1. The 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 Services, the level of availability and/or uninterrupted provision of the Services.

9.2. The Services may be unavailable due to unexpected failure of the Services, failure of the Data Sources, as well as maintenance or upgrades of the Services. Should the Services unavailability of the Services due to reasons on the Provider's side (failure of the Data Sources excluded) last longer than 24 hours consecutively, the User is entitled to an extension of the subscription term for 24 hours. By extending the subscription, all User's claims towards the Provider are settled, and the User is not entitled to any other right of defective performance or compensation.

9.3. In need of support or maintenance, the User may contact the Provider via [email protected] The Provider does not guarantee any response or resolution times to the User.

10. LIMITATION OF LIABILITY

10.1. The Provider shall not be liable for damages caused by outages, malfunctions, or errors of the Service, such as software failures, technical failures, failures of networks or telecommunication systems, regardless of whether they are caused by the Provider, Users, Data sources 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).

10.2. The Provider expressly excludes liability for the correctness and accuracy of the pre-processed weather data on which the interactive visualizations of meteorological models are based. The Provider further excludes liability for damages caused by failure to follow the procedures set out on the Website, configuring, or linking the Services to other software, or making the Services implemented in the User Application available to a third party.

10.3. The Provider shall also not be liable for any indirect damage caused to the User, even if the User have notified Provider in advance of the possibility of such damage, in particular for lost profits, special or incidental damages or other damages arising as an indirect consequence of using of the Services.

10.4. Unless the Provider's liability is excluded, the Provider's obligation to compensate for any damages caused is limited to the total price paid by the User for the provision of the Services for the last 3 months before the damage occurred.

10.5. All contractual penalties are due at the time the User breaches the obligation.

10.6. Should a third party make any claim against the Provider arising out of or relating to a breach of these Terms of User by the User, the User shall conduct out-of-court negotiations with that third party and provide the Provider with all possible assistance to effectively defend any legal, arbitration or other proceedings, all at User's own expense, and indemnify the Provider against any damages. Damages in this case include legal costs, including legal costs, fines, penalties, and any monetary compensation that the Provider is required to pay to a third party pursuant to a court or other decision binding on the Provider or pursuant to an approved settlement.

11. DATA PROTECTION

11.1. 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, in particular, any non-public information of which the User becomes aware in connection with the Services (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, not to spread it anywhere and to protect it from misuse. All confidential Information shall be used by the User only in accordance with the Contract and solely in connection with the Services. In no event shall User disclose confidential information to any third party (other than its employees and consultants) without Provider's prior written consent.

11.2. 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.

11.3. The User's personal data will be processed when using the Services. For full details of this processing refer to Privacy Policy available at https://weatherlayers.com/privacy-policy.html.

11.4. Should the User violate provision 11.1 of this Article, the User shall pay the Provider a contractual penalty of EUR 4 000 for each individual violation.

12. TERMINATION

12.1. The Contract is concluded for an indefinite period of time.

12.2. The Contract may be terminated by either party by a written notice sent to the other party without giving any reason. The termination period shall end on the day after the last day of the current subscription term. In case that no subscription term is effective at the time of delivery of the notice of termination, the Contract shall terminate immediately upon the delivery of the notice of termination.

12.3. The Provider may withdraw from the Contract, in case the User:

a) uses the Services in a way prohibited or not allowed by the currently effective subscription plan;

b) violates any provision of Article 5, 8 or 11;

c) enters into liquidation, is placed under receivership, is the subject of insolvency proceedings or has had a petition to open such proceedings dismissed.

12.4. The Provider reserves the right to discontinue the Services partially or entirely at the Provider’s sole discretion and without the obligation to provide justification, at any time and without prior notice to the User. In this case, the Contract terminates on the date of termination of the Services specified by the Provider.

12.5. In the event of termination of the Contract, the Provider will not refund the price or any part thereof to the User, regardless of when or for which reason the Contract is terminated. This does not apply in the case of the procedure under Section 12.4., where the Provider shall refund portion of the price paid by the User which relates on a pro-rata basis to the paid subscription term after the termination of the provision of Services.

13. CHANGE OF THE TERMS OF USE

13.1. The Provider reserves the right at any time and without any compensation to change these Terms of Use unilaterally. In the event of changes, the Provider will notify the User in advance of such changes. The User accepts the changes by continuing to use the Services after the changes take effect. If the User does not agree with the changes, they may reject the changes before they take effect by sending a written rejection of the changes to the Provider’s e-mail address, in such case the Contract will continue to be governed by the original Terms of Use and be terminated on the last day of the current subscription term. In case that no subscription term is effective at the time of delivery of the rejection of the changes, the Contract shall terminate immediately upon the delivery of the rejection of the changes to the Provider’s e-mail address.

14. FINAL PROVISIONS

14.1. These Terms of Use, 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.

14.2. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms of Use is invalid, then that provision will be removed from these Terms of Use without affecting the rest of these Terms of Use. The remaining provisions of these Terms of Use will continue to be valid and enforceable.

14.3. These Terms of Use supersede any prior oral or written negotiations between the Provider and the User.

14.4. The parties agree that if one of them does not exercise or enforce any legal right or remedy which is contained in these Terms of Use (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.

14.5. The User shall not assign any of their rights or obligations under these Terms of Use to third person without the Provider's consent.

14.6. The User agrees that the Provider may refer to them as a 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.

14.7. These Terms of Use are effective as of the date 15 December 2021.