WEATHER DECISION SOLUTIONS PLATFORM LICENSE AGREEMENT

This Weather Decision Solutions Platform License Agreement (this “License Agreement”) is between Weather Decision Solutions, LLC (“WDS”), a California limited liability company, and the individual/entity accepting it (“Licensee”). WDS and Licensee are each individually referred to as a “Party” and collectively as the “Parties.” An individual who accepts for an entity represents that the individual has authority to bind that entity. Where Services are provided to an entity under Schedule I or an Existing Business Agreement, the entity is the Business Licensee, and an individual authorized by that entity to access or use the Services is an End User. An End User who accepts this License Agreement agrees to its use restrictions and acknowledges its disclaimers, including those about forecasts and alerts, but is not personally responsible for the entity’s fees. This License Agreement covers WDS’s Services, including 4070 consumer offerings and WDS Business offerings.

RECITALS

WHEREAS, WDS is in the business of maintaining and developing computer software, applications and website products used in the business of providing weather consulting, forecasting and prediction services (collectively referred to as the “Platform,” as further defined below), and possesses certain Intellectual Property Rights, as defined hereunder, in the Platform;

WHEREAS, the Platform and all improvements thereto are collectively the “Licensed Software”;

WHEREAS, Licensee desires to obtain a license to use the Licensed Software and receive the Services for personal, noncommercial purposes or for its internal business purposes, as applicable, subject to the terms and conditions of this License Agreement and the applicable Plan Terms; and

WHEREAS, WDS wishes to license to Licensee the Licensed Software, subject to all the terms and conditions of this License Agreement.

NOW, THEREFORE, in consideration of the promises and mutual covenants herein, and intending to be legally bound, the Parties hereto agree as follows:

ARTICLE I - DEFINITIONS

1.1“Affiliated Entity” means, with respect to a Person, any entity having greater than fifty percent (50%) common ownership or control with that Person, or that has greater than fifty percent (50%) ownership or control of that Person, or in which that Person has greater than fifty percent (50%) ownership or control.

1.2“Confidential Information” has the meaning set forth in Section 6.4.

1.3“Customer” means a Licensee customer, client or reseller to which Licensee is expressly authorized by the applicable Plan Terms to sublicense the Licensed Software or provide access to the Services for End Users’ use.

1.4“Data” means data or information that identifies or can reasonably be used to identify or contact a natural person, or can reasonably be linked to a natural person, including without limitation any information defined as “personal data,” “personal information,” or “personally identifiable information,” under applicable Laws, and all other Confidential Information owned, stored, used, maintained or controlled by or on behalf of Licensee.

1.5“Documentation” means any user manuals, handbooks, and other written materials relating to the Licensed Software which are, from time to time, licensed by WDS to Licensee pursuant to the terms of this License Agreement, pursuant to any maintenance agreement between the Parties, or otherwise.

1.6“Dollars” or “$” means the lawful currency of the United States.

1.7“Effective Date” means the date on which the license granted hereunder shall become effective, i.e., the date that Licensee accepts this License Agreement electronically or in writing. The service start date and billing date are those stated in the accepted Plan Terms.

1.8“End User” means Licensee, if Licensee is an individual, or an authorized employee, contractor or other authorized user of Licensee or a Customer, within the user scope stated in the applicable Plan Terms.

1.9“Intellectual Property Rights” means all intellectual property in any and all media, including digital, and in any jurisdiction throughout the world, now known or hereafter devised, whether arising by operation of law, contract, license or otherwise, and all rights therein and thereto, including all: (i) patents and patent applications (including all reissuances, continuations, continuations-in-part, revisions, extensions and reexaminations thereof) and patent disclosures and inventions (whether or not patentable and whether or not reduced to practice); (ii) trademarks, service marks, trade dress, trade names, Internet domain names (whether or not trademarks or service marks) registered in any top-level domain by any authorized private registrar or governmental authority, assumed names, corporate names, social media handles and other indicia of source, together with all goodwill associated therewith and symbolized thereby, in each case whether or not registered; (iii) published and unpublished works of authorship, whether copyrightable or not, including all statutory and common law copyrights associated therewith; (iv) mask works; (v) registrations, applications, extensions and renewals for any of the items listed in clauses (ii), (iii) or (iv); (vi) websites and all contents thereof, web addresses and social media site content and accounts; (vii) software, meaning all computer software and applications (including web sites, HTML code, firmware and other software embedded in hardware devices), data files, object code, source code, middleware, APIs, algorithms, tools, libraries, user interfaces and databases, in any form or format, however fixed, and all related documentation (including technical and functional specifications, flow charts, schematics and user guides and manuals); (viii) databases and all information contained therein, data compilations, and all data and database rights; (ix) trade secrets, inventions, discoveries, developments, improvements, concepts, ideas, formulae, compositions, know how, show how, methodologies, strategies, techniques, processes, procedures, specifications, lists of customers or prospective customers, lists of licensors, suppliers and service providers, pricing and cost information and records, research, plans, proposals, test reports, manuals, handbooks, standards and other confidential or proprietary information, data or materials; (x) tangible embodiments of any of the foregoing; and (xi) moral rights and other proprietary rights relating to any of the foregoing, including all causes of action, judgments, settlements, claims and demands of any nature related thereto, and the right to prosecute and recover damages for any past, present or future infringements and other violations thereof.

1.10“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

1.11“Licensed Software” has the meaning set forth in the recitals.

1.12“Licensed Software Database” means the database (including related tables, structures, fields, indexes, references and files) used by the Licensed Software.

1.13“Modification” means any change to: (i) the Licensed Software including, but not limited to, changes to the binary or source code, changes to the data structure, or porting to a different operating system or hardware platform; or (ii) the Licensed Software Database, including, but not limited to, changes to the tables, structures, fields, indexes, references and files, or the substitution of another database. The term “Modification” does not include: (a) any software which may be developed by WDS as a complete replacement for the Licensed Software; (b) the input of raw data into the Licensed Software Database or the extraction of data or reports from the Licensed Software Database in accordance with the normal functions of the Licensed Software and the Licensed Software Database; (c) the addition of new tables within the Licensed Software Database; or (d) the development of interfaces to or from other applications. The term “Modification” also does not include the development of export files approved by WDS that will enable posting to other software applications.

1.14“Partner Forecaster” means an independent third party that supplies its own weather forecasts and content through the Platform, including through memberships or add-ons. A Partner Forecaster is not an agent of WDS.

1.15“Partner Forecaster Content” means the forecasts, forecast discussions, maps, overlays, messages, branding, names, and logos created or supplied by a Partner Forecaster.

1.16“Permitted Uses” means personal, noncommercial use by a Consumer Licensee or internal business use by a Business Licensee, including use by its authorized End Users, within the scope of the applicable Plan Terms.

1.17“Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association or other entity.

1.18“Platform” means the programs, routines, instructions, and features set forth in the applicable Plan Terms and owned or licensed by WDS, including any and all media, whether now known or later developed, manuals, operating instructions, training materials and other materials associated therewith. The “Platform” shall also include, without limitation, any corrective codes, enhancements, updates or other Modifications (as defined below) which are supplied to Licensee by WDS, under this License Agreement, under any maintenance agreement between the Parties, or otherwise. The same WDS-operated web platform and native mobile applications serve consumer and Business offerings, including Partner Forecaster offerings, regardless of the domain, entry point, or 4070, WDS, or Partner Forecaster branding used to access them.

1.19“Update” means any updates, code corrections, Modifications or enhancements which may be developed by WDS, from time to time, with respect to the Licensed Software. The term “Update” does not include any software program which may be developed by WDS as a complete replacement for the Licensed Software.

1.20“Plan Terms” means the plan description and commercial terms presented to and accepted by Licensee for the selected Services, including the price, billing frequency, renewal, cancellation, and any trial terms. For self-service access, no separate Schedule I is required. An accepted Business proposal, order, or statement of work may serve as “Schedule I.” A later change to a public web page does not by itself change accepted Plan Terms.

1.21“Consumer Licensee” means an individual who obtains the Services primarily for personal, family, or household use. “Business Licensee” means a Licensee that is not a Consumer Licensee, including an entity or an individual obtaining the Services primarily for business purposes. A plan name, account label, or use of a proposal or Schedule I does not remove any consumer protection that applies under Law. If a provision does not identify a Licensee type, it applies to both Business Licensees and Consumer Licensees, subject to applicable Law.

1.22“Services” means access to the Platform and the forecasts, alerts, Partner Forecaster Content, data, reports, meteorologist support, and other services WDS provides to Licensee under the applicable Plan Terms, whether delivered through the Platform or separately.

1.23“Deliverables” means forecasts, reports, certified snow reports, analyses, datasets, and other materials WDS provides to Licensee as part of the Services.

1.24“User Content” means content that Licensee or an End User submits, saves, posts, uploads, or transmits through the Platform, including observations, storm reports, comments, images, saved views, weather-station feeds, and prompts, but excluding WDS content and Partner Forecaster Content.

1.25“AI Output” means text, summaries, or other material the Platform generates with automated or machine-learning features in response to inputs.

1.26“Existing Business Agreement” means a separate written agreement signed by WDS and a business customer under which WDS provides Services, such as a master services, subscription, or data-processing agreement. A proposal or order accepted as Schedule I to this License Agreement is not an Existing Business Agreement.

ARTICLE II - LICENSE OF LICENSED SOFTWARE

2.1Generally. Subject to and conditioned on Licensee’s compliance with the terms and conditions set forth in this License Agreement and the applicable Plan Terms, including payment of the License Fees as defined in Section 3.1 hereunder, WDS hereby grants to Licensee, and Licensee accepts, a non-exclusive, and non-transferable license during the Term (as defined below) to use the Licensed Software solely for the Permitted Uses and to permit its authorized End Users to do so. Licensee may sublicense the Licensed Software or provide access to Customers only as expressly authorized by the applicable Plan Terms. Use of Deliverables is governed by Section 2.6.

2.2Reproduction. Licensee shall not reproduce, in whole or in part, the Licensed Software except for use by Licensee.

2.3Installation. WDS hosts the web Platform. Unless otherwise agreed in the applicable Plan Terms, installation, startup, configuration, implementation, and training services with respect to the Licensed Software are the responsibility of Licensee. Licensee is responsible for compatible devices, connectivity, and installing supported native applications and updates.

2.4License Restrictions. Except as this License Agreement expressly permits, Licensee shall not, and shall not permit any other Person, Customer or End User to:

(a)copy the Licensed Software, in whole or in part;

(b)modify, correct, adapt, translate, enhance, or otherwise prepare derivative works or improvements of the Licensed Software;

(c)rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Licensed Software to any third party;

(d)reverse engineer, decompile, disassemble, decode or adapt the Licensed Software, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part;

(e)bypass or breach any security device or protection used for or contained in the Licensed Software or Licensed Software Database;

(f)remove, delete, efface, alter, obscure or otherwise change any trademarks, warranties, disclaimers, Intellectual Property Rights, proprietary rights or other symbols, notices or marks on or relating to any copy of the Licensed Software;

(g)use the Licensed Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other rights of any Person, or that violates any applicable Law;

(h)use nonpublic Platform information, automated extraction, reverse engineering, or access obtained in breach of this License Agreement to develop or improve a competing product. This restriction does not prohibit an honest review, ordinary comparison, or feedback based on lawful use, and it does not restrict a Partner Forecaster from publishing its own forecasts through the Platform; or

(i)use the Licensed Software or Licensed Software Database other than for the Permitted Uses or in any manner or for any purpose not expressly permitted by this License Agreement.

2.5Licensed Software Database Modifications. Except as otherwise provided herein, Licensee shall only be permitted to make Modifications to the Licensed Software Database with WDS’s prior written permission, and subject to such terms and conditions as WDS may prescribe. Such Modifications shall not affect the scope, limitations and terms of this license, and shall not relieve Licensee of its obligations hereunder, including, without limitation, Licensee’s obligations of confidentiality. Any unauthorized Modification of the Licensed Software Database shall void any and all warranties with respect to the Licensed Software, and release WDS from any and all liability resulting from the use of the Licensed Software. Unauthorized Modifications to the Licensed Software Database shall constitute grounds empowering WDS, at its sole option, to terminate this License Agreement and any other agreements between the Parties relating to the Licensed Software, including, without limitation, any maintenance agreements with respect to the Licensed Software subject to Section 4.2 and the priority of accepted agreements under Section 9.1. For a Consumer Licensee, the warranty and liability consequences in this Section apply only to the extent caused by the unauthorized Modification and permitted by Law.

2.6Use of Forecasts, Data, and Deliverables. Licensee may use the forecasts, data, Partner Forecaster Content, and Deliverables included in its plan for the Permitted Uses. Unless the Plan Terms grant broader rights, Licensee shall not resell, sublicense, publicly redistribute, or provide third parties with a substitute for the Services, except through sharing features WDS enables, within the stated sharing scope. A Business Licensee may furnish a certified report or other Deliverable to an insurer, customer, regulator, or adviser for its intended documentation purpose. Licensee may retain lawfully obtained reports and outputs after termination for its records, subject to continuing confidentiality and use restrictions; termination ends ongoing access, Updates, and new data. Third-party data remain subject to restrictions identified with them.

ARTICLE III - PAYMENT

3.1Generally. In consideration for the license of the Licensed Software and the Services granted pursuant to this License Agreement, Licensee shall pay to WDS the license fees and charges (collectively, the “License Fees”) set forth in the applicable Plan Terms in the manner provided in the applicable Plan Terms. Late payments by a Business Licensee shall be subject to such charges and penalties and interest as also set forth in the applicable Plan Terms. A public price change does not change an accepted price or any requirement for written agreement to a change. Subject to accepted price protections, WDS may change a Consumer Licensee’s price for a later renewal on at least thirty (30) days’ notice stating the new price, effective date, and how to cancel before being charged. WDS will also give any fee-change notice required by Law within the legally required notice window.

3.2Taxes. All amounts payable pursuant to this License Agreement and as specified in the applicable Plan Terms, unless indicated otherwise, are exclusive of all federal, state, local, municipal, or other excise, sales, use and intellectual property tax liability, now in force or enacted in the future, and all such taxes and fees shall be paid by Licensee, who shall indemnify, defend and hold WDS harmless with respect to any tax for which Licensee is responsible, and any costs or expenses incurred by WDS with respect thereto, including, but not limited to, attorneys’ fees; provided however, nothing in this License Agreement shall require Licensee to make any payment or indemnify WDS for any income taxes imposed on WDS. Licensee shall obtain and provide to WDS any certificate of exemption or similar document required to evidence the exemption of any transaction under this License Agreement from sales tax, use tax, excise tax or other intellectual property tax liability. For a Consumer Licensee, only applicable transaction taxes properly disclosed as required by Law are payable, and this Section imposes no obligation to indemnify or defend WDS. An advertised tax-inclusive price remains tax-inclusive.

3.3App Store Purchases. If Licensee purchases a subscription through an app store, the store processes the payment and provides billing, cancellation, and refund procedures for that purchase. A store-billed subscription must be managed and canceled through the store. This Section does not limit rights or remedies required by Law or relieve WDS of obligations that apply to WDS.

ARTICLE IV - TERM AND TERMINATION

4.1Term. This License Agreement shall become effective on the Effective Date. Subject to the accepted Plan Terms and Section 4.2, the license granted under this License Agreement shall continue in effect until Licensee ceases the payment of the License Fees, or at the option of WDS, to be exercised within its sole discretion (the “Term”). A subscription renews automatically only where Licensee affirmatively accepts the recurring price, billing interval, and cancellation terms, including any trial’s length and first charge, before the subscription or trial begins. The Plan Terms identify any minimum commitment and renewal period. Cancellation under the accepted Plan Terms stops the next applicable renewal while access continues through the paid period. A Consumer Licensee may cancel renewal at any time through the applicable billing controls or app store. For consumer subscriptions accepted online directly with WDS, WDS will provide direct online cancellation without a telephone call or interaction with a live or virtual representative; support supplements that method. A Business Licensee may cancel through available billing controls or by written notice to info@weatherdecisionsolutions.com, subject to the minimum term and notice period in its accepted Plan Terms. WDS will provide a retainable acknowledgment of subscription terms and cancellation instructions, and trial, renewal, and change notices required by Law.

4.2Effect of Termination. Except as otherwise specifically provided in this License Agreement and the accepted Plan Terms, upon termination of this License Agreement the Parties shall have no further rights or obligations under this License Agreement and the license granted hereunder shall terminate automatically without any further action by the Parties. Except as provided below or required by Law or the accepted Plan Terms, Licensee shall not be entitled to receive any refund, in whole or in part, of any fees or charges paid by Licensee under this License Agreement, regardless of the reason or basis for the termination. WDS will give a Consumer Licensee reasonable notice of termination, except where immediate action is reasonably needed for fraud, unlawful use, or a material threat to safety or security. If WDS discontinues or ends a Consumer Licensee’s paid Service before the paid period ends for a reason other than the Consumer Licensee’s breach, or materially reduces it and the Consumer Licensee elects to end it, WDS will refund the unused prepaid fee for that Service. A Consumer Licensee may also terminate and receive that refund for WDS’s material breach that remains uncured thirty (30) days after written notice. Upon termination, any access licenses or sublicenses granted by WDS shall also terminate, subject to the continuing report and output rights in Section 2.6. Unless otherwise required by Law or expressly stated in the applicable Plan Terms, refunds are issued to the original payment method.

4.3Survival of Rights; Survival of Certain Provisions. Notwithstanding the provisions of Section 4.1, or any other provision of this License Agreement, termination of this License Agreement shall not affect: (i) any rights or obligations of the Parties accruing prior to termination; (ii) any rights or obligations accruing as a result of termination and/or the basis of the termination, as and to the extent specifically provided in this License Agreement; and (iii) any claims accruing as a result of the breach of this License Agreement. Those provisions of this License Agreement which, by their terms or by their operation, are intended to survive termination, shall survive termination of this License Agreement.

ARTICLE V – MAINTENANCE AND UPDATES

5.1Generally. Subject to the terms and conditions of this License Agreement, WDS hereby agrees to provide, and Licensee agrees to accept, the Services included in the applicable Plan Terms. For Business Services, Schedule I identifies covered locations, authorized users, and any agreed support, delivery, or service-level commitments. Dedicated meteorologists, scheduled briefings, specialist reports, custom analysis, and integrations are included only as agreed in writing.

5.2Updates. WDS shall provide Licensee any Updates for the Licensed Software within the scope of the accepted Plan Terms when such Updates are developed and published by WDS and made generally available to other licensees of the Licensed Software. All Updates shall become part of the Licensed Software and shall be subject to the terms and conditions of this License Agreement. Nothing herein shall be construed as requiring WDS to develop Updates. Licensee shall be solely responsible for ensuring that any Updates other than WDS-hosted Updates are provided to Customers. A material reduction in a Consumer Licensee’s paid Service during a paid period is subject to Section 4.2.

5.3Licensee’s General Obligations. Licensee agrees that the obligations of Licensee under this License Agreement, including, but not limited to, use limitations and Licensee’s responsibility to prevent unauthorized disclosure of the Licensed Software, shall apply equally to all Updates furnished by WDS to Licensee.

ARTICLE VI - OWNERSHIP AND CONFIDENTIALITY

6.1Generally. Subject to the rights granted to Licensee pursuant to this License Agreement, including Licensee’s rights under Sections 2.6 and 6.2, and any different ownership terms expressly agreed in Schedule I, all right, title, and interest in and to the Licensed Software, Deliverables and all related materials are and shall at all times remain the sole and exclusive property of WDS and its licensors. WDS may use, sell, assign, transfer, and license copies of, and rights relating to, the Licensed Software to third parties, free from any claim of Licensee. The Licensed Software and Deliverables shall remain the exclusive property of WDS and its licensors and shall be used by Licensee only as expressly authorized in this License Agreement. Licensee agrees that it will hold all of the Licensed Software and all information relating thereto in strict confidence, subject to Sections 2.6, 6.2 and 6.4. Subject to any different ownership terms expressly agreed in Schedule I, Licensee acknowledges and agrees that Licensee does not have under or in connection with this License Agreement any ownership interest in the Licensed Software, Licensed Software Database or Documentation, or any related Intellectual Property Rights. WDS claims no ownership in User Content or public-domain source information.

6.2User Content. Licensee retains any rights it holds in User Content. Licensee grants WDS a non-exclusive, worldwide, royalty-free license to host, store, copy, process, display, transmit, and adapt User Content as reasonably necessary to provide, maintain, secure, improve, and support the Services and, for content Licensee chooses to share or post to a community or public area, to display it to the audience Licensee selects with attribution to Licensee’s display name. Visibility follows the audience setting or workspace context Licensee chooses; private workspace content is not made public because it is stored on the Platform. Licensee represents that it has the rights needed to submit User Content and that User Content does not violate Law or another person’s rights.

6.3Disclosure Pursuant to Legal Process of Licensed Software; User Content. If required by order of any executive, legislative or judicial body to reveal the existence, use and/or any information relating to the Licensed Software, a Business Licensee shall, where Law permits, provide WDS with notice of such order or the attempt to obtain such an order within three (3) business days of the first time at which Licensee becomes aware of the same. A Business Licensee shall exercise its best efforts to maintain the confidentiality of the Licensed Software in any proceeding relating to such order. Subject to Sections 6.4 and 6.6, WDS may remove, restrict, preserve, or disclose User Content when reasonably necessary to enforce this License Agreement, comply with Law or valid legal process, protect safety or rights, or maintain the Platform. WDS does not undertake to monitor all User Content.

6.4Confidential Information. Any materials and information provided by either Party to the other shall be considered “Confidential Information” and neither Party may disclose any Confidential Information except to its agents, employees, officers, members, professional advisers, and service providers that need the information to perform this License Agreement and are subject to confidentiality obligations; provided, however, that information shall not be considered Confidential Information to the extent that such information (i) was in the possession of the receiving Party prior to receipt from the disclosing Party; (ii) is or becomes publicly available without any breach of this License Agreement by or on behalf of the receiving Party; (iii) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information; or (iv) is rightfully received by the receiving Party from a third party without restriction. Disclosures expressly authorized by Sections 2.6 and 6.2 or by the disclosing Party are permitted. A Party may disclose information to the extent required by Law or valid legal process and, where Law permits, shall give the other Party reasonable notice. Personal information remains subject to Section 6.6. This Section does not restrict consumer reviews protected by Law.

6.5Public Domain. The provisions of this Article VI relating to the confidentiality of the Licensed Software and the protection thereof shall not apply to information that is in the public domain at the time of the disclosure through no fault of Licensee.

6.6Data Sharing. WDS will comply with all applicable Laws in its collection, receipt, access, use, storage, disposal, and disclosure of Data and will employ reasonable security measures to protect Data in accordance with accepted industry standards. WDS handles personal information as described in its Privacy Policy made available with the Services; accepting this License Agreement is not a substitute for any separate consent required by Law. For personal information WDS processes on a Business Licensee’s behalf, the applicable data-processing agreement and documented instructions control to the extent of a conflict; the Privacy Policy does not expand WDS’s contractual rights to use that information.

6.7Survival. The provisions of this Article VI shall survive the termination of this License Agreement.

6.8AI Inputs and Outputs. As between the Parties, Licensee retains any rights it holds in prompts and other User Content submitted to AI features, and Licensee may use AI Output within the Permitted Uses. WDS and its service providers process inputs and outputs to provide, maintain, secure, and support the Services, subject to Section 6.6 and the Privacy Policy. WDS does not use Licensee’s messages or questions to train AI models and does not authorize its AI service providers to use customer inputs to train their general-purpose models. AI Output is generated automatically, may be inaccurate or incomplete, may be similar to output provided to others, and should be independently checked before consequential use.

6.9Copyright Complaints. Copyright complaints may be sent to info@weatherdecisionsolutions.com, attention Copyright Complaints, or to the WDS contact address in Section 9.10. A notice should identify the copyrighted work and the allegedly infringing material and its location, provide contact information and a signature, and include the good-faith and accuracy statements required by applicable copyright Law. WDS may remove infringing content and terminate repeat infringers’ accounts in appropriate circumstances, and will follow applicable notice and counter-notice procedures.

ARTICLE VII – REPRESENTATIONS AND WARRANTIES; LIMITATIONS OF LIABILITY; INDEMNITY

7.1WDS Warranties. WDS hereby warrants to Licensee: (i) WDS has valid ownership and license rights and consents to use of the Licensed Software, including, but not limited to, the use of the Intellectual Property Rights obtained and held by WDS; (ii) WDS has not granted any rights in the Licensed Software, Licensed Software Database, or Documentation to any third party which would prohibit WDS from entering into this License Agreement with Licensee or from fulfilling its obligations in this License Agreement to Licensee; (iii) WDS shall perform all of its obligations hereunder in accordance with all applicable Laws and regulations; and (iv) WDS has all consents, permissions or licenses necessary to perform its obligations to Licensee under this License Agreement.

7.2Licensee Warranties. A Business Licensee expressly agrees and warrants that it has carefully reviewed this License Agreement and understands its terms, and that it has relied wholly upon its own judgment and knowledge and has not been influenced to any extent whatsoever in making this License Agreement by any representations or statements made by WDS or any WDS representative, except such statements or representations as are contained in this License Agreement or the accepted Plan Terms. Nothing in this Section limits rights relating to misleading statements or other rights that cannot lawfully be waived.

7.3Disclaimer of Implied and Other Warranties.

a.Business Licensee Warranty Disclaimer. SUBJECT TO NONWAIVABLE RIGHTS UNDER LAW AND EXCEPT AS PROVIDED IN SECTION 7.1 HEREIN OR THE ACCEPTED PLAN TERMS, THE LICENSED SOFTWARE, THE LICENSED SOFTWARE DATABASE AND DOCUMENTATION AND ALL OTHER PRODUCTS, INFORMATION, MATERIALS AND SERVICES PROVIDED BY WDS ARE PROVIDED “AS-IS.” WDS HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN WITH RESPECT TO THE LICENSED SOFTWARE WHETHER WRITTEN, ORAL, IMPLIED, STATUTORY OR OTHERWISE. NO IMPLIED OR STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY. NO WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE SHALL APPLY. WITHOUT LIMITING THE FOREGOING, WDS MAKES NO WARRANTY OF ANY KIND THAT THE LICENSED SOFTWARE, THE LICENSED SOFTWARE DATABASE OR THE DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE’S OR OTHER PERSONS’ REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEMS, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR-FREE.

b.Consumer Warranty Rights. For Consumer Licensees, nothing in this License Agreement excludes or limits any warranty, remedy, or other right that cannot lawfully be excluded or limited.

7.4Exclusion of Certain Types of Damages. Except as otherwise provided herein (including as it relates to WDS’s indemnification obligations), in no event shall WDS be liable for any incidental, consequential or punitive damages incurred by Licensee, Customers or any third party with respect to any claim or matter arising out of or relating to this License Agreement, or the performance or the breach thereof. For purposes of this License Agreement, consequential damages include, but are not limited to, lost profits, claims of third parties, claims of Customers against Licensee or WDS, cost of capital, loss of the use of equipment and/or loss of production. The limitations set forth in this Section 7.4 shall apply regardless of whether the claim or matter in question is characterized as arising in contract, tort, breach of warranty, indemnity, strict liability, statutory liability or otherwise.

7.5Defense and Indemnification. Licensee shall hold WDS, its directors, officers, members, WDS’s Affiliated Entities, holding companies, parent companies, subsidiaries, agents, attorneys, employees, representatives, successors, assigns, licensees, and shareholders, (each, an “Indemnified Party”) harmless, and shall defend them, against any claim, suit or other proceeding brought against each such Indemnified Party, or any of them, based upon any allegation that (i) the use of the Licensed Software, Licensed Software Database, Documentation or any part of WDS’s products, services or modifications to the products by or on behalf of Licensee with any hardware, software, system, network or service that is neither provided by WDS nor authorized by WDS in this License Agreement and the Documentation, or otherwise in writing, infringes, misappropriates or otherwise violates the Intellectual Property Rights of any Person; (ii) if true, would constitute a breach by Licensee of any representation, warranty, covenant or obligation under this License Agreement; (iii) relates to the use of the Licensed Software and Documentation by or on behalf of Licensee that is outside the purpose, scope or manner of use authorized by this License Agreement or the Documentation, or in any manner contrary to WDS’s instructions; or (iv) relates to gross negligence, abuse, misapplication, misuse, or reckless or willful misconduct by or on behalf of Licensee with respect to the Licensed Software or Documentation or otherwise in connection with this License Agreement. Licensee shall defend and indemnify each such Indemnified Party for all damages, costs, liabilities and expenses (including reasonable attorneys’ fees) such Indemnified Party may suffer or incur in connection with any such claim in (i), (ii), (iii) or (iv), above. For a Consumer Licensee, this Section applies only to third-party claims arising from unlawful User Content, knowing infringement of another person’s rights, or willful material misuse of the Platform, and only to the extent permitted by Law. For such a consumer claim, WDS shall give Licensee prompt notice, allow Licensee to control the defense subject to WDS’s right to participate with its own counsel, and not unreasonably withhold approval of a settlement that fully releases the Indemnified Parties without admission of fault.

7.6Release of Liability. Subject to Sections 9.1 and 9.10, as part and parcel of the consideration for this License Agreement, on behalf of itself and its successors, assigns and shareholders, a Business Licensee releases from all liability and promises not to sue WDS or its directors, officers, members, WDS’s Affiliated Entities, holding companies, parent companies, subsidiaries, agents, attorneys, employees, representatives, successors, assigns, licensees, and shareholders from any and all claims of ordinary negligence and any resultant damages which may arise from this License Agreement or the services or rights provided in connection with this License Agreement, including but not limited to the provision of weather forecasting, prediction and/or analyses. This release does not cancel an express service commitment in the accepted Plan Terms. Alerts may be delayed or incomplete and do not guarantee that every event will be detected or that a notification will be received. WDS and Partner Forecaster advisories are not official government warnings. Alerts supplement official warning channels and must not be the sole basis for life-safety decisions; the absence of an alert does not mean conditions are safe. Continuous human monitoring, escalation, and response commitments apply only when Schedule I expressly states them.

7.7Limitation on Amount of Claims Against WDS. Subject to Sections 9.1 and 9.10, notwithstanding any other provisions of this License Agreement, the total liability, in the aggregate, of WDS and WDS’s employees, officers, directors, representatives, successors, assigns, principals and/or agents, to Licensee or any third party with respect to any claims or matters arising out of or relating to this License Agreement, or the performance or the breach thereof, shall not exceed the total consideration paid by Licensee to WDS or its authorized billing provider. Notwithstanding anything to the contrary in this Agreement, Licensee understands and acknowledges that forecasting weather events is an inherently uncertain endeavor, subject to variables outside of WDS’s control. WDS takes all reasonable steps to forecast weather events as accurately as possible, but WDS cannot guarantee the accuracy of its weather forecasting, prediction and/or analysis services.

7.8Partner Forecaster Content; No WDS Endorsement. Where Licensee obtains Partner Forecaster Content through the Platform, the weather forecasts and other Partner Forecaster Content are created and provided by that Partner Forecaster as an independent third party, not by WDS. WDS does not create, control, endorse, or guarantee Partner Forecaster Content. The Partner Forecaster is responsible for that content. The disclaimers and limitations in this Article VII, including the disclaimer of any guarantee of forecast accuracy, apply equally to Partner Forecaster Content. Subject to Section 3.3 for app-store purchases, WDS is the merchant of record for subscriptions purchased directly from WDS, including Partner Forecaster add-ons, and handles their billing, cancellation, and refunds under this License Agreement and the applicable Plan Terms. A Partner Forecaster-billed membership continues under its existing billing arrangement until WDS or the Partner Forecaster notifies Licensee of a transition. Before purchase, the offer identifies each paid component, its price and renewal terms, any required base subscription, and what happens to an add-on if the base subscription ends. Paid add-ons require Licensee’s affirmative authorization.

ARTICLE VIII - MISCELLANEOUS

8.1Assignment. Neither Party may assign this License Agreement or any rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed, except that either Party may assign this License Agreement to the surviving entity in a merger, acquisition, or consolidation in which it participates or a purchaser of all or substantially all of its assets, so long as such surviving entity or purchaser shall expressly assume in writing the performance of all terms of this License Agreement.

ARTICLE IX - GENERAL PROVISIONS

9.1Entire Agreement. This License Agreement, including the accepted Plan Terms and any Schedules or other attachments, contains all of the covenants and agreements between the Parties with respect to the subject matter hereof. A previously signed agreement continues to govern its subject matter unless a later agreement expressly identifies and supersedes it. A signed negotiated agreement, including a data-processing agreement, controls for its subject matter. Subject to that rule, Schedule I or other accepted Plan Terms control the Services, locations, users, fees, billing, service period, and renewal or cancellation arrangements they expressly describe. A proposal or order overrides other provisions of this License Agreement only through an express written provision accepted by both Parties identifying the intended departure. Subject to the foregoing and nonwaivable rights under Law, this License Agreement supersedes other oral or written agreements on its subject matter, and no other agreement, statement or promise not contained in this License Agreement or the accepted Plan Terms shall be valid or binding.

If WDS provides Services to a Business Licensee or Customer pursuant to an Existing Business Agreement, that Existing Business Agreement governs the commercial relationship between WDS and the Business Licensee or Customer, including the Services, fees, service commitments, data rights, confidentiality, intellectual property, indemnification, liability, and other matters expressly addressed in that agreement. This License Agreement does not amend, replace, or supersede an Existing Business Agreement unless the Existing Business Agreement or a later written agreement expressly provides otherwise. To the extent of a conflict between this License Agreement and an Existing Business Agreement, the Existing Business Agreement controls with respect to the rights and obligations of WDS and the Business Licensee or Customer concerning the subject matter addressed in that Existing Business Agreement. Where an Existing Business Agreement does not address a matter, this License Agreement applies to that matter.

9.2Severability. If any provision in this License Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

9.3Governing Law and Venue. This License Agreement will be governed by and construed in accordance with the Laws of the State of California. The Parties agree to the jurisdiction of the state and federal courts in California, in any action arising out of or relating to this License Agreement and waive any other venue to which either Party may be otherwise entitled. A Consumer Licensee may bring an individual claim in a competent small claims court where the Consumer Licensee resides. This choice of Law and venue does not deprive a Consumer Licensee of mandatory protections or access to courts available under the Law that applies where the Consumer Licensee resides.

9.4Interpretation. This License Agreement shall not be interpreted against a Party by virtue of such Party’s participation in the drafting of the License Agreement or any of the provisions herein.

9.5Modification. This License Agreement may be modified or rescinded only by a writing signed by WDS. For a Consumer Licensee, WDS will give at least thirty (30) days’ notice of a material change and obtain affirmative acceptance before applying it, or such longer period as required by Law; continued use alone does not supply that acceptance. A change will not apply retroactively to a Consumer Licensee’s existing dispute or reduce accepted Services or price protection during that Consumer Licensee’s paid period. If a Consumer Licensee declines a material change, the accepted version governs through the current paid period, and WDS may decline renewal subject to Law and the accepted Plan Terms. Changes to a signed negotiated agreement or Schedule I require the form of agreement those documents require; changing a website does not replace the identified version in a signed order.

9.6Waiver. No waiver of any right pursuant hereto or waiver of any breach hereof shall be effective unless in writing and signed by the Party waiving such right or breach. No waiver of any right or waiver of breach shall constitute a waiver of any other or similar right or breach; and no failure to enforce any right hereunder shall preclude or affect the later enforcement of such right.

9.7Inurement. This License Agreement shall inure to the benefit of, and shall be binding upon, the assigns, successors in interest, personal representatives, estates, heirs and legatees of each of the Parties hereto.

9.8Context. When the context so requires as used in this License Agreement, the singular shall be deemed to include the plural and the plural shall be deemed to include the singular.

9.9Captions and Headings. The captions and headings of the various sections herein are solely for the convenience of the Parties and shall not affect or control the meaning or construction of this License Agreement.

9.10Nonwaivable Rights; Consumer Notice. Nothing in this License Agreement excludes, restricts, or modifies a right, remedy, warranty, or liability to the extent it cannot lawfully be excluded, restricted, or modified. Subject to that rule, its limitations apply to the fullest extent permitted by Law. California consumers may contact Weather Decision Solutions, LLC at 455 Market St Suite 1940 – 845266, San Francisco, CA 94105, by telephone at (925) 255-5186, or at info@weatherdecisionsolutions.com. Under California Civil Code Section 1789.3, California consumers may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

9.11Eligibility; App Store Terms; Export. An individual accepting this License Agreement or holding an account must be at least eighteen (18) years old and have reached the age of majority where that individual resides. Native application use is also subject to the applicable app-store terms and any app license terms presented with the download. WDS supplies and supports the Services; this License Agreement does not impose support obligations on Apple or Google. Where Apple’s Standard Licensed Application End User License Agreement applies to an application downloaded from Apple, it governs that application license and this License Agreement governs WDS’s associated Services. Licensee shall comply with applicable export and sanctions Laws and represents that it is not in a country subject to a United States government embargo or designated as supporting terrorism, and is not on a United States government list of prohibited or restricted parties.

SCHEDULE I

For a WDS Business customer, the accepted proposal or order identified as Schedule I states the customer, Services, fees, and the version of this License Agreement supplied with the order. Self-service customers accept the Plan Terms presented before signup or purchase; no separate Schedule I or signature page is required. Previously signed agreements remain subject to Section 9.1.