Last updated: May 5, 2013
By accessing, browsing, using or subscribing to, or registering for The Climate Corporation Service, you acknowledge that you have read, understood, and agree to be bound by the following terms, including any additional guidelines, and any future modifications (collectively, the “Terms”). If at any time you do not agree to these Terms, please terminate your use of The Climate Corporation Service.
2. Authorized Users. The Climate Corporation Service is not for persons under the age of 18. If you are under 18 years of age, then please do not use The Climate Corporation Service.
4. Modification of These Terms. We reserve the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time. Please check these Terms and any Guidelines periodically for changes. Your continued use of The Climate Corporation Service after the posting of changes constitutes your binding acceptance of such changes. For any material changes to these Terms, such amended terms shall automatically be effective after they are initially posted on The Climate Corporation Service.
5. Ownership; Proprietary Rights. The Climate Corporation Service is owned and operated by The Climate Corporation. The content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, and all other elements of The Climate Corporation Service that are provided by The Climate Corporation (“The Climate Corporation Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. For clarity, The Climate Corporation Materials do not include any content from third party sites, whether The Climate Corporation Service provides a link to them or not. All The Climate Corporation Materials contained on The Climate Corporation Service are the copyrighted property of The Climate Corporation or its subsidiaries or affiliated companies and/or third party licensors. All trademarks, service marks, and trade names are proprietary to The Climate Corporation or its affiliates and/or third party licensors. Except as expressly authorized by The Climate Corporation, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of The Climate Corporation Materials.
6. Restrictions. As a condition of your use of The Climate Corporation Service, you will not use The Climate Corporation Service for any purpose that is unlawful or prohibited by these Terms. Access to The Climate Corporation Materials and The Climate Corporation Service from territories where their contents are illegal is strictly prohibited. The Climate Corporation Users are responsible for complying with all local rules, laws, and regulations including, without limitation, rules about intellectual property rights, the internet, technology, data, email, or privacy.
Any use by User of any of The Climate Corporation Materials other than for private, non-commercial use or, in the case of paying users, their internal business purposes is strictly prohibited.
You will not use The Climate Corporation Service in any manner that in our sole discretion could damage, disable, overburden, or impair it or interfere with any other party’s use of The Climate Corporation Service. You will not take any action that imposes an unreasonable or disproportionately large load on The Climate Corporation's infrastructure. You will not intentionally interfere with or damage the operation of The Climate Corporation Service or any User’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code. You will not remove, circumvent, disable, damage or otherwise interfere with any security-related features of The Climate Corporation Service, features that prevent or restrict the use or copying of any content accessible through The Climate Corporation Service, or features that enforce limitations on the use of The Climate Corporation Service. You will not attempt to gain unauthorized access to The Climate Corporation Service, or any part of it, other accounts, computer systems or networks connected to The Climate Corporation Service, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of The Climate Corporation Service or any activities conducted on The Climate Corporation Service. You will not obtain or attempt to obtain any materials or information through any means not intentionally made available through The Climate Corporation Service. You agree neither to modify The Climate Corporation Service in any manner or form, nor to use modified versions of The Climate Corporation Service, including (without limitation) for the purpose of obtaining unauthorized access to The Climate Corporation Service.
The Climate Corporation Service may contain robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access The Climate Corporation Service for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to The Climate Corporation Service. You will not utilize framing techniques to enclose any trademark, logo, or other The Climate Corporation Materials without our express written consent. You will not use any meta tags or any other “hidden text” utilizing The Climate Corporation’s name or trademarks without our express written consent.
You will not deep-link to The Climate Corporation Service and will promptly remove any links that The Climate Corporation finds objectionable in its sole discretion. You will not use any The Climate Corporation logos, graphics, or trademarks as part of the link without our express written consent.
You will not send junk mail to other Users, including, but not limited to unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures.
7. Identity Authentication. The Climate Corporation uses many techniques to identify you when you register for and/or access, browse, use or subscribe to The Climate Corporation Service. This verification is only an indication of increased likelihood that your identity is correct. You authorize The Climate Corporation, directly or through third parties, to make any inquiries The Climate Corporation considers necessary to validate your registration.
8. User Account Information. You agree that the information you provide to The Climate Corporation upon registration and, at all other times, will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. When you register, you will be asked to provide a password. As you will be responsible for all activities that occur under your password, you should keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your account ID, password, or any credit, debit, or charge card number), you will immediately notify The Climate Corporation. You will be liable for the losses incurred by The Climate Corporation or others due to any unauthorized use of your account.
9. Communications; Notice. Under these Terms, you consent to receive communications from The Climate Corporation electronically. We will communicate with you by email or by posting notices on The Climate Corporation Service. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Except as explicitly stated otherwise, legal notices shall be served on The Climate Corporation’s national registered agent or to the email address you provide to The Climate Corporation during the registration process. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process. In such case, notice shall be deemed given three days after the date of mailing.
10. Assistance and Feedback. Please email email@example.com for further assistance.
11. Third Party Sites and Materials. The Climate Corporation Service may include links to other web sites or services solely as a convenience to Users (“Linked Sites”). The Climate Corporation does not endorse any Linked Sites or the information, material, products or services contained on Linked Sites or accessible through Linked Sites. Furthermore, The Climate Corporation makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. Access and use of linked sites, including the information, material, products, and services on linked sites or available through linked sites, is solely at your own risk.
Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through The Climate Corporation Service are solely between you and such advertiser. You agree that The Climate Corporation will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on The Climate Corporation Service.
The Climate Corporation may make changes to or discontinue any of the content or services available on The Climate Corporation Service at any time, and without notice. The content or services on The Climate Corporation Service may be out of date, and The Climate Corporation makes no commitment to update these materials.
12. Weather Tools. The Climate Corporation Service includes tools that show you how weather impacts your business, based on data that you upload or enter into The Climate Corporation Service (“Weather Sensitivity Tools”). Any such upload or entry is solely at your own risk, and you agree that The Climate Corporation is not responsible for any loss or disclosure of data. In addition, you agree that anything generated by the Weather Sensitivity Tools is for information purposes only and is not to be relied upon in any manner.
YOU ACKNOWLEDGE THAT USE OF THE WEATHER SENSITIVITY TOOLS AND OTHER TOOLS (THE “WEATHER TOOLS”) AVAILABLE THROUGH THE CLIMATE CORPORATION SERVICE IS SOLELY AT YOUR OWN RISK. THE CLIMATE CORPORATION MAKES NO WARRANTY THAT THE WEATHER TOOLS WILL PROVIDE RESULTS THAT ARE ACCURATE, RELIABLE, OR USEFUL. THE CLIMATE CORPORATION DOES NOT MAKE ANY WARRANTY OR REPRESENTATION AS TO THE USE OR THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEATHER TOOLS. IN NO EVENT WILL THE CLIMATE CORPORATION, ITS AFFILIATES, EMPLOYEES, AGENTS, LICENSORS OR SUBCONTRACTORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS A RESULT OF A DECISION MADE OR ANY ACTION TAKEN BY YOU IN RELIANCE ON THE WEATHER TOOLS OR ANY RESULTS OBTAINED FROM THEIR USE.
13. Termination. You agree that The Climate Corporation, in its sole discretion and for any or no reason, may terminate any account (or any part thereof) you may have with The Climate Corporation. In addition, The Climate Corporation reserves the right to discontinue any aspect of The Climate Corporation Service at any time, including the right to discontinue the display of any licensed content or linked or embedded content either generally or in specific cases. You agree that any termination of your access to The Climate Corporation Service or any account you may have or portion thereof may be affected without prior notice, and you agree that The Climate Corporation will not be liable to you or any third party for such termination. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of The Climate Corporation Service may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies The Climate Corporation may have at law or in equity.
14. Disclaimers; No Warranties. WITHOUT LIMITING ANY OTHER PROVISION OF THIS SECTION AND IN ADDITION TO ALL OTHER PROVISIONS OF THIS SECTION, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE CLIMATE CORPORATION EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, WITH RESPECT TO THE CLIMATE CORPORATION SERVICE. THE CLIMATE CORPORATION MAKES NO WARRANTY THAT THE CLIMATE CORPORATION SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE CLIMATE CORPORATION SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. THE CLIMATE CORPORATION DOES NOT MAKE ANY WARRANTY OR REPRESENTATION AS TO THE USE OR THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CLIMATE CORPORATION SERVICE. YOU ACKNOWLEDGE THAT THE CLIMATE CORPORATION SERVICE MAY BE SUBJECT TO OPERATING ERRORS OR DEFECTS INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, DELAYS, NON-DELIVERIES, ERRORS, SYSTEM DOWN TIME, MISDELIVERIES, NETWORK OR SYSTEM OUTAGES, FILE CORRUPTION, OR SERVICE INTERRUPTIONS. NO SUCH EVENT SHALL CONSTITUTE A BREACH OF THIS OR ANY OTHER CONTRACT ON THE PART OF THE CLIMATE CORPORATION, EVEN IF CAUSED BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF THE CLIMATE CORPORATION OR ANY OF ITS AFFILIATES, EMPLOYEES, AGENTS, LICENSORS OR SUBCONTRACTORS.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
15. Indemnification. You agree to indemnify and hold The Climate Corporation, and its affiliated companies, and its suppliers and partners, harmless from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of The Climate Corporation Service, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. The Climate Corporation reserves the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.
16. Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL THE CLIMATE CORPORATION OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT RESULT FROM YOUR USE OR THE INABILITY TO USE THE CLIMATE CORPORATION MATERIALS ON THE CLIMATE CORPORATION SERVICE, THE CLIMATE CORPORATION SERVICE ITSELF, OR ANY OTHER INTERACTIONS WITH THE CLIMATE CORPORATION, EVEN IF THE CLIMATE CORPORATION OR A THE CLIMATE CORPORATION AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, THE CLIMATE CORPORATION’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
IN NO EVENT SHALL THE CLIMATE CORPORATION’S OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE CLIMATE CORPORATION SERVICE (WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE) EXCEED ONE HUNDRED DOLLARS.
THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED TO YOU BY THIRD PARTIES OTHER THAN THE CLIMATE CORPORATION AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE CLIMATE CORPORATION SERVICE OR RECEIVED BY YOU THROUGH ANY LINKS PROVIDED ON THE CLIMATE CORPORATION SERVICE.
a. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law.
b. Arbitration. Any dispute or claim arising out of or in connection with these Terms shall be finally settled by binding arbitration in San Francisco County, California under the Rules of the American Arbitration Association by one (1) arbitrator appointed in accordance with said rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
c. Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of these Terms shall in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of these Terms shall not be construed as a continuing waiver of other breaches of the same or other provisions of these Terms.
d. Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
e. Assignment. The Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by The Climate Corporation without restriction.
f. Survival. Sections 8, 9, 11, 12, 13, 14, 15 and 16 will survive any termination of these Terms.
g. Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.
h. Entire Agreement. This Agreement is the entire agreement between you and The Climate Corporation relating to the subject matter herein and shall not be modified except in writing, signed by both parties, or by a change to these Terms or Guidelines made by The Climate Corporation as set forth in Section 3 above.
i. Claims. YOU AND THE CLIMATE CORPORATION AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE CLIMATE CORPORATION SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.