Fox Weather Cloud
1. SERVICE TO BE PROVIDED – Fox Weather shall make available to Customer the Products in accordance with the term of this Agreement.
2.1 Customer will pay Fox Weather the monthly charges set forth in their purchase order. CLOUD monthly service charges are applicable only to those months which Customer accesses CLOUD.
2.2 The charges for CLOUD will remain fixed during the initial term of this Agreement. During any extended or renewal term, the charges will be based on the prices in effect at the inception of the extended or renewal term.
2.3 Customer is responsible for all federal, state, and local taxes which are applicable, including, without limitation, sales, use, excise, personal property, and other taxes and fees of any nature relating to receiving CLOUD as provided to Customer, whether imposed on Customer or on Fox Weather.
3. BILLING & PAYMENT
3.1 CLOUD fees shall be invoiced monthly to Customer, due on receipt.
3.2 Late Payment: Interest at a rate not exceeding one and one-half percent a month will be charged on any account overdue more than fifteen days.
4. FOX WEATHER AND ITS SUPPLIERS RESPONSIBILITY AND LIABILITY; INDEMNIFICATION
4.1 Fox Weather redistributes Products via CLOUD that are obtained from various sources (“Suppliers”). Fox Weather does not control, edit or review the content of the Products. Fox Weather and its Suppliers will use their best efforts to make CLOUD available for Customer’s use on a regular and continuous basis. FOX WEATHER AND ITS SUPPLIERS MAKES NO OTHER WARRANTY OF ANY KIND WHATEVER, EXPRESS OR IMPLIED, AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO CLOUD ARE HEREBY DISCLAIMED BY FOX WEATHER AND ITS SUPPLIERS, WAIVED BY CUSTOMER AND EXCLUDED FROM THIS AGREEMENT.
4.2 Fox Weather and its Suppliers shall not be liable in any event to Customer or any other person for any damages, including special, incidental, consequential, exemplary, or punitive damages (such as, for example, loss of profits or loss of use) of any nature whatsoever, arising out of or in connection with Customer’s use of CLOUD, and/or delivery, use, repair, or performance of any equipment or software used in connection with CLOUD, and/or any delays in making CLOUD available for Customer’s use, or delays in transmission, lateness, nonavailability, or inaccuracy of CLOUD Products as furnished by the U.S. Government and Suppliers and delivered by Fox Weather.
4.3 Except for willful misconduct on the part of Fox Weather or its Suppliers, the Customer agrees to indemnify, hold harmless, and defend Fox Weather and its Suppliers from and against any and all losses, claims, demands, expenses (including attorney’s fees) or liabilities of whatever nature or kind asserted by, suffered or incurred by third parties arising out of use by the Customer of CLOUD under this Agreement.
5. ADVISORY NATURE OF CLOUD The Customer acknowledges and agrees that the Products are wholly advisory in nature and are based upon various data sources including National Weather Service information. It is the Customer’s sole responsibility to check and verify CLOUD prior to use. Although Fox Weather and its Suppliers have no reason to believe that CLOUD contains any inaccuracies or defects, Fox Weather and its Suppliers assume no responsibility for the accuracy of the data. Since Fox Weather relies upon third parties such as the National Weather Service and others for weather data, Fox Weather does not guarantee that the content of CLOUD will remain the same over time.
6. TERM AND TERMINATION
6.1 This Agreement shall take effect upon Customer’s access of CLOUD data, and shall remain in effect for one year provided however, that this Agreement shall be automatically renewed for successive terms of one year at the then current CLOUD prices unless either party gives the other party at least 10 days written notice of its intention to terminate this Agreement at the end of the original term or any renewal term.
6.2 If any invoice is not paid within thirty days after the invoice date or if Customer shall otherwise breach any provision of this Agreement, Fox Weather (without waiving any other remedy or right at law or in equity), may immediately terminate this Agreement and Customer’s access to CLOUD data at its sole option and discretion.
7. COMPLIANCE WITH LAW The parties will comply with all applicable federal, state, and local laws in connection with this Agreement.
8. APPLICABLE LAW AND FORUM FOR DISPUTES This Agreement shall be governed by and construed in accordance with the laws of the State of California. The forum for any suit, action, or other legal proceeding arising out of or in connection with this Agreement, the breach thereof or its termination, whether or not other parties are also named therein, shall be brought exclusively in the appropriate state or federal courts located in the State of California.
9. ENTIRE AGREEMENT This Agreement constitutes the entire Agreement between the parties and supersedes any prior written or oral agreements or understandings. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
10. MODIFICATION This Agreement may be amended by Fox Weather at any time, to include, without limitation, modifying the terms and conditions of the use of CLOUD. Such changes, modifications, additions and deletions shall be effective immediately upon notice thereof, which may be given by any means, including without limitation, posting on Fox Weather web site, or by electronic or conventional mail, or by any other means. Any use of CLOUD data after such notice shall be deemed to constitute acceptance of such changes, modifications, additions or deletions.
11. SEVERABILITY If any general term, condition, or section of this Agreement shall be held to be illegal or otherwise void and invalid, all remaining general terms, conditions, and sections shall not be affected and shall be valid and remain in full force and effect. The headings in this Agreement are for reference only. They will not affect the meaning or interpretation of this Agreement.
12. ASSIGNMENT Customer shall not assign this Agreement without the prior written consent of Fox Weather.