HELLERWEATHER.AI TERMS AND CONDITIONS

Version 1.0; Effective 7.9.2026

 PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.

I. ACCEPTANCE AND AGREEMENT TO TERMS.

These terms and conditions (the “T&Cs”) govern access to and use of the services offered through hellerweather.ai (the “Services”) provided by HellerWeather, LLC, a Texas limited liability company (“Provider”). These T&Cs constitute a binding agreement between Provider and the customer entity (“Customer”) that has executed an ordering document referencing these T&Cs (an “Order Form”), together with all individuals within Customer’s organization who are permitted by Customer to access and use the Services (each, an “Authorized User”). These T&Cs, together with each Order Form executed by Customer, constitute the “Agreement” between the parties. The subscription period set forth in the applicable Order Form is the “Term,” and any renewal period is a “Renewal Term.”

By executing an Order Form, or by accessing or using the Services (whether by Customer or by any Authorized User acting on Customer’s behalf), Customer confirms that it has read, understands, and agrees to these T&Cs. The individual executing an Order Form on behalf of Customer represents and warrants that such individual has the authority to bind Customer to the Agreement. Customer represents that each of its Authorized Users is at least eighteen (18) years old. Customer will cause its Authorized Users to comply with these T&Cs and is responsible for all acts and omissions of its Authorized Users. If Customer does not agree with these T&Cs, Customer must not access or use, and must not permit any Authorized User to access or use, the Services.

If there is any conflict between these T&Cs and an Order Form, the terms of the Order Form will prevail with respect to the subject matter of that Order Form; provided, however, that the provisions of these T&Cs relating to (i) AI-specific disclaimers, (ii) ownership of the Services and related intellectual property, (iii) warranty disclaimers, (iv) limitation of liability, and (v) prohibited and restricted uses of the Services will prevail over any conflicting or inconsistent terms in the Order Form.

Please note that these T&Cs require ARBITRATION OF INDIVIDUAL DISPUTES, DO NOT PERMIT JURY TRIALS OR CLASS ACTIONS, AND LIMIT REMEDIES OTHERWISE AVAILABLE TO CUSTOMER IN THE EVENT OF A DISPUTE.

II. CHANGES TO THESE TERMS.

Provider may revise these T&Cs from time to time. Provider will post any revised T&Cs at hellerweather.com/ai-terms and update the version and effective date. Non-material changes (for example, clarifications, typo corrections, updates to contact information, or changes reflecting new features that do not adversely affect Customer’s rights) will take effect thirty (30) days after posting, and Customer’s continued use of the Services following such date constitutes acceptance. Material changes that adversely affect Customer’s rights will not take effect during the then-current Term; rather, they will take effect at the start of the next Renewal Term. Customer’s exclusive remedy with respect to any material change is to elect not to renew.

III. SUBSCRIPTION AND PAYMENT.

A. Subscription; Order Forms. Customer’s subscription to the Services is memorialized in one or more Order Forms. Each Order Form sets forth the Customer’s identity, the number of user licenses (“Seats”) purchased, the fees payable, and the billing structure to the Term.

B. Seats. Each Seat entitles one named individual Authorized User within Customer’s organization to access and use the Services. Seats may not be shared or used concurrently by more than one individual (and account credentials may not be shared, as set forth in Section V.D), but may be reallocated by the Local Administrator when an Authorized User no longer requires access. Any change to the number of Seats included in Customer’s subscription (whether an increase or decrease) will be effected by a new or amended Order Form executed by the parties, which will specify the updated Seat count and the corresponding Fees. In the absence of an executed new or amended Order Form, the Seat count set forth in the then-current Order Form controls.

C. Local Administrator. Customer will designate on the Order Form (and may change from time to time by written notice to Provider) an individual to serve as the “Local Administrator.” The Local Administrator is authorized to manage Authorized User accounts, allocate and reallocate Seats among Customer’s Authorized Users, submit requests to add or reduce Seats, receive notices from Provider on behalf of Customer, and otherwise act on behalf of Customer with respect to administration of the Services. Provider is entitled to rely on any instruction reasonably appearing to be from the Local Administrator.

D. Term and Renewal. The Term will automatically renew for successive periods of the same length as the initial Term unless either party provides written notice of non-renewal before the end of the then-current Term. To be effective, non-renewal notice must be given at least the number of days specified in the non-renewal notice period on the applicable Order Form.

E. Fees and Payment. Customer will pay Provider the fees set forth in the applicable Order Form (the “Fees”). All Fees are non-cancellable and non-refundable except as expressly provided in the Agreement. Fees will be billed in accordance with the billing frequency selected by Customer on the Order Form (either an annual Term with Fees billed in advance at the start of the annual Term, or a monthly Term with Fees billed in advance at the start of each one-month Term). Except where the parties have separately agreed to manual invoicing in accordance with the Order Form (in which case invoiced amounts are due within thirty (30) days of the invoice date), Fees will be charged to Customer’s payment method on file at the beginning of the applicable billing period. Fees are exclusive of all applicable sales, use, or similar taxes, which are Customer’s responsibility. Any Fees not paid when due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Provider may suspend access to the Services for non-payment upon reasonable notice to the Local Administrator.

F. Renewal Pricing. Fees for any Renewal Term are set by Provider and may differ from the Fees for the current Term. Provider may, effective as of the start of any Renewal Term, (i) increase the Fees for the Renewal Term and/or (ii) change the pricing model applicable to the Services (including by moving to a token-based or other usage-based model). Provider will give the Local Administrator written notice of Renewal Term Fees and pricing model with sufficient advance notice for Customer to exercise its right not to renew. If Customer does not deliver a timely notice of non-renewal, the Renewal Term will commence at the noticed Fees and pricing model.

G. Payment Processor. Provider uses a third-party payment processor to process Fees (the “Payment Processor”). Customer’s use of the Payment Processor is subject to the Payment Processor’s own terms of service and privacy policy. Provider may change its Payment Processor at any time. Provider disclaims responsibility and liability for the acts and omissions of the Payment Processor and for any interruption, delay, error, or security incident arising from the Payment Processor’s services.

IV. AI SERVICES; CONTENT; AND DATA.

A. Nature of the Services; Third-Party AI Providers. The Services are a browser-based, artificial-intelligence-enabled platform that ingests publicly available weather data from third-party sources (including but not limited to the National Weather Service, the National Oceanic and Atmospheric Administration, and other weather-monitoring stations) and uses large language models and other AI technologies to generate weather-related outputs, which may include weather maps, interactive graphics, alerts, analyses, drafted social media posts, and any other output, content, information, or materials generated by or through the Services (collectively, “Generated Content”). The Services incorporate models made available by third-party providers (each, a “Third-Party AI Provider”). Provider may add, remove, or substitute Third-Party AI Providers at any time. Customer’s use of the Services is subject to the applicable Third-Party AI Provider’s usage policies, and Provider disclaims all responsibility and liability for the acts and omissions of Third-Party AI Providers and for the third-party weather data sources ingested by the Services, including any error, interruption, or change therein. Provider may modify, suspend, or discontinue the Services or any feature at any time.

B. Public Safety and High-Risk Uses. THE SERVICES AND ALL GENERATED CONTENT ARE PROVIDED AS AN INFORMATIONAL AND PRODUCTIVITY TOOL ONLY. THE SERVICES ARE NOT DESIGNED, TESTED, OR INTENDED TO BE USED AS, AND SHALL NOT BE USED AS, THE SOLE OR PRIMARY BASIS FOR ANY DECISION RELATING TO EMERGENCY RESPONSE, PUBLIC SAFETY, EVACUATION, SEVERE-WEATHER WARNINGS, UTILITY OPERATIONS, LIFE-SAFETY DETERMINATIONS, OR ANY OTHER DECISION IN WHICH ERROR, INACCURACY, OR DELAY COULD RESULT IN INJURY, LOSS OF LIFE, OR PROPERTY DAMAGE (COLLECTIVELY, “HIGH-RISK USES”). THE SERVICES ARE NOT A SUBSTITUTE FOR THE PROFESSIONAL JUDGMENT OF A QUALIFIED METEOROLOGIST, EMERGENCY MANAGEMENT PROFESSIONAL, OR OTHER APPROPRIATE PROFESSIONAL. CUSTOMER AND ITS AUTHORIZED USERS ARE SOLELY RESPONSIBLE FOR COMPARING GENERATED CONTENT AGAINST APPLICABLE OFFICIAL WARNINGS, ALERTS, FORECASTS, AND OTHER WEATHER-RELATED COMMUNICATIONS ISSUED BY AUTHORITATIVE GOVERNMENTAL SOURCES, AND SHOULD NOT RELY ON GENERATED CONTENT TO THE EXTENT IT IS INCONSISTENT WITH ANY SUCH OFFICIAL SOURCE. ANY USE OF THE SERVICES OR GENERATED CONTENT IN CONNECTION WITH A HIGH-RISK USE IS AT CUSTOMER’S AND ITS AUTHORIZED USERS’ SOLE AND EXCLUSIVE RISK.

C. AI Disclaimer; Independent Verification. Customer acknowledges that Generated Content is produced by artificial intelligence and is inherently subject to errors, inaccuracies, and limitations. Generated Content may be inaccurate, incomplete, out of date, or misleading; may contain “hallucinated” facts, forecasts, statistics, or attributions; may omit material information; and may reflect biases in underlying data or models. Customer and each Authorized User are solely responsible for reviewing, verifying, editing, and, where appropriate, correcting or rejecting all Generated Content before publishing, posting, distributing, broadcasting, or otherwise using or relying on such Generated Content. Generated Content does not constitute professional meteorological, scientific, medical, legal, financial, or other professional advice.

D. Customer Data; No Training Use. “Customer Data” means the prompts, inputs, configurations, preferences, style guidance, and edits to Generated Content submitted by Customer or its Authorized Users to the Services. As between Customer and Provider, Customer owns Customer Data, and Provider owns the Services and all underlying software, models, prompts, and workflows. Customer grants Provider a license to use Customer Data to provide, maintain, and support the Services and to generate Aggregated Data. Subject to the Agreement, Customer owns Generated Content produced through its use of the Services, subject to the rights of any Third-Party AI Provider and any underlying data providers; Customer acknowledges that similar or identical Generated Content may be produced for other customers.

E. No Training Use; Aggregated Data. Provider will not use Customer Data or Customer prompts to train, retrain, or fine-tune any artificial intelligence or machine learning model, whether Provider’s own models or those of any Third-Party AI Provider. Notwithstanding the foregoing, Provider may collect and use aggregated and de-identified data derived from use of the Services that does not identify Customer, any Authorized User, or any specific Customer Data (“Aggregated Data”) for any lawful business purpose, including to operate, secure, analyze, and improve the Services.

F. Prohibition on Submitting Personal Information. The Services are not designed or intended to collect, receive, store, or process personal information. Customer will not, and will not permit any Authorized User to, submit, upload, or otherwise transmit to the Services any personal information, personally identifiable information, sensitive personal information, protected health information, payment card information, information relating to children, or any other regulated categories of personal data (collectively, “Personal Information”), regardless of whether the individual has consented. For the avoidance of doubt, this Section does not apply to (i) Authorized User account information (such as name, business email address, and business phone number) provided in connection with account registration or account management, or (ii) payment card, bank account, or other billing information provided to Provider’s Payment Processor in accordance with Section III.G. Provider is not a “business associate,” “service provider,” or “data processor” with respect to any Personal Information for purposes of any data protection law. If Provider becomes aware that Customer or any Authorized User has submitted Personal Information in violation of this Section, Provider may remove or delete such information, suspend access to the Services, and/or terminate the Agreement, in each case without notice or liability. Customer will indemnify Provider for any Losses arising out of Customer’s or any Authorized User’s breach of this Section.

G. Customer Responsibility for Published Content. Once Customer or any Authorized User publishes, posts, broadcasts, distributes, transmits, or otherwise disseminates any Generated Content or other content produced using the Services (whether on a broadcast, on a website, on any social media platform, or otherwise) (collectively, “Published Content”), Customer is solely and exclusively responsible for such Published Content, including its accuracy, its compliance with applicable law, regulation, professional and broadcasting standards, and Third-Party Platform Terms (as defined below), and any decisions or reliance by third parties based on the Published Content. Provider is not a publisher, broadcaster, distributor, editor, or reviewer of Published Content. Customer will not attribute any Published Content to Provider or use Provider’s name, logo, or trademarks in connection with any Published Content without Provider’s prior written consent.

V. USE OF THE SERVICES; INTELLECTUAL PROPERTY; AND THIRD-PARTY PLATFORMS.

A. License Grant. Subject to the Agreement and Customer’s timely payment of all Fees, Provider grants Customer, during the Term, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for Customer’s internal business purposes (which include Customer’s ordinary broadcasting, publishing, and communications activities using Generated Content, subject to Sections IV.B, IV.C, and IV.G), by Customer’s Authorized Users, up to the number of Seats purchased in the applicable Order Form. All rights not expressly granted to Customer are reserved by Provider. There are no implied licenses.

B. Use Restrictions. Customer will not, and will not permit any Authorized User or third party to: (i) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services or make them available to any third party; (ii) modify, translate, adapt, or make derivative works of the Services, or disassemble, decompile, reverse engineer, or attempt to derive the source code, algorithms, model weights, system prompts, prompt templates, workflows, or other underlying components of the Services; (iii) access or use the Services to build a competing product, service, or model, or to train, develop, or improve any competing artificial intelligence or machine learning model or dataset, including by using Generated Content, prompts, or outputs for such purposes; (iv) submit any input designed to extract or reveal any system prompt, model weights, or other proprietary components, to circumvent any content-safety or other safeguard, or to conduct an adversarial, prompt-injection, or jailbreaking attack against the Services or any Third-Party AI Provider; (v) use any automated means (including robots, spiders, scripts, or scrapers) to access the Services or collect information from the Services, except through APIs expressly authorized by Provider; (vi) frame the Services, engage in screen or database scraping, or use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other user’s use; (vii) access or monitor the Services for benchmarking or competitive purposes; (viii) remove any proprietary notices; or (ix) use the Services in violation of any applicable law, Third-Party AI Provider usage policies, third-party data source terms, or Third-Party Platform Terms. Customer is responsible for all acts and omissions of its Authorized Users under this Section, and any breach by an Authorized User will be deemed a breach by Customer.

C. Ownership; Feedback. All intellectual property rights in and to the Services, including all copyrights, patents, trademarks, trade dress, trade secrets, model weights and parameters, prompts, prompt templates, workflows, software, documentation, and all improvements, modifications, and derivative works thereof, are and remain the sole and exclusive property of Provider or its licensors. To the extent Customer or any Authorized User acquires any right, title, or interest in any such improvement or derivative work, Customer hereby assigns such rights to Provider. Any suggestions, comments, ideas, or other feedback provided by Customer or any Authorized User to Provider regarding the Services (collectively, “Feedback”) are non-confidential and become the sole property of Provider, and Provider may use such Feedback for any purpose without acknowledgment or compensation. “HellerWeather,” “hellerweather.ai,” and other Provider names, logos, and marks are trademarks of Provider, and Customer has no right to use them without Provider’s prior written consent.

D. User Representations and Account Security. Access to the Services requires an account with a username and password. Customer and each Authorized User are responsible for maintaining the confidentiality of their account credentials and are fully responsible for all activities that occur under their accounts. EACH AUTHORIZED USER MUST HAVE HIS OR HER OWN INDIVIDUAL USERNAME AND PASSWORD, AND USERNAMES, PASSWORDS, AND ACCOUNT CREDENTIALS MAY NOT BE SHARED WITH OR USED BY ANY OTHER PERSON. Customer will notify Provider promptly if it discovers any unauthorized use of any Seat, account, or credentials. Customer and each Authorized User represent and warrant that all registration information submitted is truthful, accurate, and complete; that no content, prompt, or input submitted through the Services will violate or infringe the rights of any third party, including any copyright, trademark, patent, privacy, publicity, or other personal or intellectual property right, or contain any libelous, defamatory, or otherwise unlawful material; and that they will comply with all applicable laws in connection with their use of the Services and any Generated Content or Published Content. Customer will not, and will not permit any Authorized User to, register or operate an account on behalf of any person who is not an Authorized User; impersonate any person or entity; upload any material containing software viruses or other harmful code; or use another individual’s account without authorization.

E. Third-Party Social Media Platforms. The Services may include features that allow Customer and its Authorized Users to draft, prepare, or submit Generated Content for publication or posting to third-party social media platforms or other third-party services (each, a “Third-Party Platform”), including X (formerly Twitter), Facebook, Threads, Bluesky, and other Third-Party Platforms Provider may support from time to time. Each Third-Party Platform is operated by an independent third party and is subject to that third party’s own terms of service, acceptable use policies, and privacy policies (collectively, “Third-Party Platform Terms”). Customer’s and its Authorized Users’ access to, use of, and content posted to any Third-Party Platform is governed exclusively by the applicable Third-Party Platform Terms, and Customer is responsible for maintaining any accounts on such platforms, for complying with all Third-Party Platform Terms, and for all content published on such platforms. Provider disclaims all responsibility and liability for the acts and omissions of Third-Party Platforms and for any suspension, restriction, or termination of Customer’s or any Authorized User’s access to or account on any Third-Party Platform. Provider may modify, disable, or discontinue any Third-Party Platform integration at any time.

VI. PRIVACY AND DATA RETENTION.

In connection with providing the Services, Provider may collect and process a limited set of information, including Authorized User account information (names, business email addresses, business phone numbers, and job titles), authentication credentials, technical and usage data (including IP addresses, device identifiers, session information, features accessed, and token usage counts), and records of communications with Provider (collectively, “Provider Personal Information”). Provider uses Provider Personal Information to provide, operate, secure, support, and improve the Services; to manage accounts and Seats; to send administrative and billing communications; to detect and prevent fraud, abuse, and violations of the Agreement; and to comply with applicable law. Provider may disclose Provider Personal Information to its service providers (including hosting, cloud infrastructure, Payment Processors, Third-Party Platforms, and Third-Party AI Providers), to Customer, to its professional advisors, to successors in interest in connection with a corporate transaction, and as required by applicable law or legal process. Provider will not sell Provider Personal Information. Provider maintains commercially reasonable safeguards to protect Provider Personal Information.

Provider will retain Customer Data and Provider Personal Information for so long as reasonably necessary to provide the Services or as required by applicable law. Following expiration or termination of the Agreement, Provider may retain (i) Customer Data in routine system backups until such backups are overwritten in the ordinary course, (ii) Aggregated Data indefinitely, and (iii) records as required by applicable law, legal-hold obligations, or for legitimate business, tax, or accounting purposes. Customer, the Local Administrator, or an Authorized User may contact Provider with any questions or requests regarding this Section at the contact information set forth in Section XIII.

VII. ELECTRONIC COMMUNICATIONS.

Communications between Provider and Customer (and between Provider and Authorized Users) may occur through the Services, by email, by text, or via other applications. Customer consents to receive communications from Provider in an electronic form and agrees, on behalf of itself and its Authorized Users, that all agreements, notices, disclosures, and other communications that Provider provides electronically satisfy any legal requirement that such communications would satisfy if delivered in a hardcopy writing.

VIII. DISCLAIMERS.

THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. Provider reserves the right to modify, suspend, or discontinue the Services, any content within the Services, and any feature at any time without notice. Provider assumes no responsibility to Customer or to any third party for any modification, suspension, or discontinuation of the Services. The Services may be temporarily unavailable from time to time for maintenance or other reasons. Provider is not responsible for any problems or technical malfunction of any network, servers, providers, equipment, software, or for any technical problems or traffic congestion on the internet or affecting the Services, including any injury or damage to Customer, any Authorized User, or any other person’s devices related to or resulting from use of the Services. Under no circumstances will Provider be responsible for any loss or damage, including any loss or damage to any data, financial damages, lost profits, loss of business, or personal injury or death, resulting from anyone’s use of the Services. CUSTOMER AGREES THAT ITS AND ITS AUTHORIZED USERS’ USE OF THE SERVICES IS AT ITS OWN RISK, AND THAT PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES, TERMS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, NONINFRINGEMENT OF THIRD PARTY RIGHTS AND SATISFACTORY QUALITY, TO THE EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. PROVIDER MAKES NO WARRANTY THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY THAT ANY GENERATED CONTENT WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, OR FREE OF ERROR, HALLUCINATION, OMISSION, OR BIAS, AND CUSTOMER IS SOLELY RESPONSIBLE FOR INDEPENDENTLY REVIEWING AND VERIFYING ALL GENERATED CONTENT BEFORE ANY USE OR RELIANCE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

IX. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PROVIDER BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ARISING FROM OR RELATING TO THESE T&CS OR CUSTOMER’S OR ANY AUTHORIZED USER’S USE OF, OR INABILITY TO USE, THE SERVICES OR ANY GENERATED CONTENT, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES IS AT CUSTOMER’S OWN DISCRETION AND RISK, AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, PROVIDER’S LIABILITY TO CUSTOMER FOR ANY DAMAGES ARISING FROM OR RELATED TO THE AGREEMENT OR CUSTOMER’S OR ANY AUTHORIZED USER’S USE OF, OR INABILITY TO USE, THE SERVICES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO PROVIDER UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. CUSTOMER AGREES THAT PROVIDER’S SUPPLIERS, LICENSORS, THIRD-PARTY AI PROVIDERS, THIRD-PARTY PLATFORMS, AND PAYMENT PROCESSORS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THE AGREEMENT. NOTHING IN THESE T&CS SHALL LIMIT PROVIDER’S LIABILITY IN THE INSTANCE THAT SUCH LIABILITY CANNOT BE EXCLUDED BY APPLICABLE LAW.

X. INDEMNIFICATION.

To the maximum extent permitted by law, Customer agrees to indemnify and hold Provider (and its affiliates, directors, contractors, partners, officers, employees, and agents) harmless from and against any loss, liability, claim, demand, damages, costs (including attorneys’ fees), and expenses (collectively, “Losses”) arising out of (a) Customer’s or any Authorized User’s use of the Services, including any Generated Content, Customer Data, and any Published Content; (b) Customer’s or any Authorized User’s violation of the Agreement, including any breach of Section IV.B (Public Safety and High-Risk Uses), Section IV.F (Prohibition on Submitting Personal Information), Section IV.G (Customer Responsibility for Published Content), or Section V.B (Use Restrictions); (c) Customer’s or any Authorized User’s violation of applicable laws or regulations, third-party rights, Third-Party Platform Terms, Third-Party AI Provider usage policies, or third-party data source terms; (d) any allegations that Published Content or Customer Data provided by Customer or an Authorized User violates rights of any third-party, including any claims that they infringe or misappropriate any third-party intellectual property; or (e) any assertions or allegations by any third party involving the foregoing. Provider reserves the right, at Customer’s expense, to assume the exclusive defense and control of any matter for which Customer is required to indemnify Provider, and Customer agrees to cooperate with Provider’s defense. Customer will not settle any matter without Provider’s prior written consent. Provider will use reasonable efforts to notify Customer of any such claim upon becoming aware of it.

XI. DISPUTE RESOLUTION; LAW AND JURISDICTION; ARBITRATION.

A. Arbitration Agreement; Mandatory Binding Arbitration. These T&Cs and all claims arising out of or related to the Agreement or the Services, excluding claims for injunctive relief, shall be resolved by binding arbitration on an individual basis under the terms of this Section XI. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Section XI applies to Customer, its Authorized Users, and Provider, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns.

B. Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. Notices to Provider must be delivered to the contact information set forth in Section XIII. After the Notice is received, the parties may attempt to resolve the claim or dispute informally. If the parties do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

C. Governing Law and Jurisdiction. The Agreement is governed by the laws of the State of Texas, without regard to conflict-of-laws provisions or the 1980 United Nations Convention on Contracts for the International Sale of Goods. The parties agree that any dispute arising under the Agreement shall be determined and settled by arbitration in Houston, Texas in accordance with the Commercial Rules of the American Arbitration Association (“AAA”). With respect to any claim or dispute arising out of or related to the Agreement, each party hereby waives any right it may have to (a) litigate in court, (b) receive a jury trial, and (c) participate in any class or collective action (whether in litigation or arbitration) against the other party. Any award rendered by the arbitrator will be final and binding on the parties, and judgment thereon may be entered in any court of competent jurisdiction. Nothing in this Section XI shall prevent either party from applying to a court of competent jurisdiction for equitable or injunctive relief. Arbitration will be conducted by one arbitrator that the parties mutually agree upon, or, if the parties are unable to agree, three arbitrators consisting of one chosen by each party and a third chosen by the two arbitrators selected by the parties. Each party shall bear its own costs with respect to any arbitration.

D. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Section XI. In the event any litigation should arise between the parties in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, THE PARTIES WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

E. Class Action Waiver. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR AUTHORIZED USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR AUTHORIZED USER.

XII. TERM AND TERMINATION.

The Agreement will remain in effect throughout the Term (and any Renewal Term) as set forth in the applicable Order Form. Either party may terminate the Agreement for the other party’s material breach if such breach remains uncured thirty (30) days after written notice describing the breach in reasonable detail. Provider may terminate the Agreement or suspend or disable Customer’s or any Authorized User’s access to the Services immediately if Customer or any Authorized User breaches Section IV.F (Prohibition on Submitting Personal Information) or Section V.B (Use Restrictions), or if Provider reasonably determines that continued access threatens the security or integrity of the Services or of any Third-Party AI Provider, Third-Party Platform, or third-party data source. Upon expiration or termination of the Agreement, Customer’s and all Authorized Users’ rights to access and use the Services will immediately terminate, all accrued but unpaid Fees will become immediately due and payable. Provider will not have any liability to Customer or any Authorized User for any termination of the Agreement in accordance with this Section XII.

XIII. CONTACT AND NOTICES.

Notices to Provider must be in writing and delivered to the contact information below, or to such other address as Provider may designate by notice in accordance with this Section:

Contact information:

Attn: Tim Heller
HellerWeather, LLC
Houston, TX 77096
United States
Email: [email protected]

Notices to Customer may be delivered by Provider by email to the Local Administrator at the email address most recently provided to Provider, by physical delivery to the Customer address on the then-current Order Form, or by posting a notice within the Services. Customer is responsible for maintaining current contact information for its Local Administrator.

For general (non-notice) questions or support requests, Customer may also contact Provider through the contact form available at hellerweather.com/contact or at [email protected].

XIV. GENERAL.

A. Export. The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Provider, or any products utilizing such data, in violation of the United States export laws or regulations.

B. Entire Terms. The Agreement constitutes the entire agreement between the parties regarding Customer’s access to and use of the Services and supersedes all prior and contemporaneous agreements and understandings regarding such subject matter. Provider’s failure to exercise or enforce any right or provision of the Agreement shall not operate as a waiver of such right or provision. The section titles in these T&Cs are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation.” If any provision of the Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of the Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. The parties are independent contractors, and neither party is an agent or partner of the other. The Agreement, and Customer’s rights and obligations under the Agreement, may not be assigned, subcontracted, delegated, or otherwise transferred by Customer without Provider’s prior written consent, and any attempted assignment in violation of the foregoing will be null and void. A change of control of Customer will constitute an assignment. Provider may freely assign the Agreement. The Agreement is binding upon assignees. Order Forms and other documents may be signed and delivered by electronic means.

XV. SURVIVAL

The following Sections survive the termination of the Agreement, including any other provisions hereof that survive in accordance with their terms: Section III.E (Fees and Payment) with respect to accrued amounts, Section IV (AI Services; Content; and Data), Section V.B (Use Restrictions), Section V.C (Ownership; Feedback), Section VI (Privacy and Data Retention), Section VII (Electronic Communications), Section VIII (Disclaimers), Section IX (Limitation of Liability), Section X (Indemnification), Section XI (Dispute Resolution; Law and Jurisdiction; Arbitration), Section XIII (Contact and Notices), and Section XIV (General).