Terms of Service & License Agreement
The following terms and conditions incorporate a legal agreement between you ("You") and Climately.com ("Climately") and set forth the terms and conditions by which Climately will make the Climately service available in order to electronically provide You with use of and access to Climately Data & Services.
For the purposes of this Agreement, "Climately Services" shall consist of:
- all data and information feeds, media, software, and/or electronic documentation made available or supplied by Climately or its licensees and
- certain other software, data, and/or documents supplied by Climately or its licensees to facilitate use of such data or services. "Climately Data and Services" means Climately’s service or application programming interface that allows You and other authorized licensees to access Climately Data & Services and make use of Climately Services. This Agreement includes all amendments, addendums, and revisions to the terms herein in effect between You and Climately from time to time.
By accessing or otherwise using the Climately, You acknowledge that You:
- have read all of the terms and conditions of this Agreement;
- agree to be bound by the terms and conditions of this Agreement;
- agree to check the Climately pages from time to time for any updates or amendments to the terms and conditions of this Agreement; and,
- have the power and authority to enter into this Agreement. If You do not acknowledge the above, You may not access or use the Climately. If You are dissatisfied with the terms, conditions, rules, policies, guidelines, or practices of Climately, Your sole and exclusive remedy is to discontinue accessing or otherwise using the Climately.
Scope of License
Grant of License
Climately hereby grants to You a non-transferable, non-exclusive, revocable, and limited license for the term of this Agreement to access the Climately and use Climately Data & Services strictly for the limited purposes, and under the terms and conditions, as are set forth in this Agreement.
Scope of the Climately License
Subject to Your compliance with the terms of this Agreement, You are hereby permitted to receive, process, and display Climately Data & Services to individual end-users of your application(s), provided
- such end users use Climately Data & Services strictly for their own personal use,
- You do not permit Your end users to store, distribute, or otherwise exploit Climately Data & Services for any other purposes.
For clarity, and without limiting the forgoing, You are permitted solely to use Climately Data & Services for reference by Your end users. Except as expressly provided herein, under no circumstances whatsoever may You transfer or permit the transfer of Climately Data & Services outside of your application(s).
Use of License
You shall not:
- reproduce, copy, modify, distribute, market, display, transfer, sublicense, assign, prepare derivative work(s) or adaptation(s) based on, sell, exchange, barter or transfer, rent, lease, loan, time-share, resell, or in any other manner exploit Climately Data & Services or the Climately;
- make access to Climately Data & Services or the Climately available to unauthorized parties, or otherwise post or distribute Climately Data & Services in any public forum including, but not limited to, print, newsletters, radio, television, or internet;
- remove, obscure, or alter any required notice or any notice of Climately’s intellectual property rights present on or in the Climately, including, but not limited to, copyright, trademark, and/or patent notices;
- disassemble, translate, reverse engineer or otherwise decompile Climately Data & Services or the Climately;
- knowingly cause or permit anything that will impair, jeopardize, violate, or infringe the intellectual property rights of Climately in Climately Data & Services or the Climately;
- directly or indirectly dispute or contest the ownership, validity, or enforceability of the intellectual property rights of Climately in Climately Data & Services or the Climately, or assist any party to do so;
- through Your use of Climately Data & Services or the Climately, knowingly cause or permit anything that You know or ought to know will prejudice or hamper the reputation or goodwill of Climately;
- claim, use, or apply to register, record, or file any trade mark, trade name, copyright, or design that is identical or confusingly similar to Climately’s trademarks, or assist any other party to do so;
- use, store, or access any Climately Data & Services, or the Climately after the termination of this Agreement;
- use or permit others to use, market, distribute, or export Climately Data & Services, or the Climately; or,
- use Climately Data & Services or the Climately in any manner or for any purpose that violates any law, regulation or right of any person.
While usage of the Climately is not subject to Your end users being made aware by You that Climately is supplying the functionality you are making use of in your application(s), Your inclusion of a clickable hyperlink to the Climately website at https://climately.com would be highly appreciated.
Your Responsibility to Safeguard
You shall use Your best efforts and take all necessary steps to safeguard Climately Data & Services to ensure that no unauthorized reproduction, publication, disclosure, modification, distribution, or other use of any Climately Data & Services is made in whole or in part. To the extent that You become aware of any such unauthorized use of Climately Data & Services, You shall immediately notify Climately by contacting us.
Misuse of the Licensed Product
In the event that You or any end users use Climately Data & Services or the Climately in violation of this Agreement, as applicable, Climately shall have the option of electing liquidated damages.
Services and Data
Use of the Climately
Subject to the terms herein, Climately will provide You with access to Climately Data & Services over the Internet through the Climately. All calls to the Climately must reference the credentials issued to You by Climately. You may not disclose Your credentials to any other party. You are solely responsible for ensuring the secrecy and security of Your credentials and will be responsible for all activities that occur using such credentials. You shall not use the Climately in a manner that exceeds reasonable request volume or constitutes excessive or abusive usage.
The extent of Your usage of the Climately is dependent on Your subscription plan. You shall not exceed the usage limits associated with Your account. Unused amounts of call usage will not be carried over from one monthly period to the next. If You exceed Your monthly usage limit, the Climately will return an error message stating that Your monthly usage limit has been reached and no further API calls can be made within the current monthly term. It is Your sole responsibility to ensure that your application(s) properly detect and handle any returned error messages. Climately will make reasonable efforts to help You identify and resolve usage problems, or to review the suitability of Your current subscription plan for Your needs. Climately reserves the right to limit or throttle the number of network calls available to Your application(s) if Climately (in its sole discretion) believes that such calls are being made for malicious reasons, or as the result of a technical error.
Responsibility for Software and Hardware
You shall be solely responsible for acquiring, providing, and maintaining all software/hardware and Internet Services required to access the Climately, including but not limited to telecommunication and internet connections, ISP, web browsers, and/or other equipment and software required to access and use the Climately.
Services May Be Inaccessible Or Inoperable
You hereby acknowledge that from time to time, the Climately may be inaccessible or inoperable for any reason, including, without limitation:
- equipment (hardware) malfunctions;
- software malfunctions;
- periodic maintenance procedures or repairs which Climately may undertake from time to time; and/or,
- causes beyond the reasonable control of Climately and/or not reasonably foreseeable by Climately.
Service Level Agreement
If the Climately is unavailable to all Climately customers for more than three consecutive hours in any one calendar day, beginning at 12:00:01 AM London time (GMT + 01:00) and ending at 11:59:59 PM London time (GMT + 01:00) of the same day, an outage will be deemed to have occurred. If there are more than three outages within any one calendar week, beginning at 12:00:01 AM London time (GMT + 01:00) on a Monday and ending at 11:59:59 PM London time (GMT + 01:00) on a Sunday, then You may terminate this Agreement, without liability, by providing written notice to Climately of Your intention to do so within one calendar week of the third outage. Upon such termination being accepted by Climately, You shall be entitled to a refund equal to the amount You have paid for the latest term.
Right to Change Content or Format
You acknowledge that Climately may from time to time, and in its sole discretion, update or change the content or format of Climately Data or the Climately. Climately shall strive to provide reasonable advance notification of such changes; however, from time to time sudden changes may be required, and since Climately strives to accurately reflect these and adjust to these changes, significant advance notice is not always possible. You may be required to use the most recent version of the Climately in order to ensure functionality of Your application(s) with Climately Data & Services.
Each Subscriber is permitted to state publicly that such Subscriber is a Subscriber of the Services. Each Subscriber agrees that Climately (Climately) may include such Subscriber’s name and trademarks in a list of Climately (Climately) Subscribers, online or in promotional materials. Each Subscriber also agrees that Climately (Climately) may verbally reference such Subscriber as a Subscriber of the Services. Subscriber may opt out of the provisions in this section by contacting us.
"Climately", "Climately.com", the Climately logo and other identifying marks of Climately are and shall remain the trademarks and trade names and exclusive property of Climately, and any unauthorized use of these marks is unlawful. Other trade-marks on the Services are the property of their respective owners.
Licensed, Not Sold
Use of Climately Data & Services and the Climately is licensed, and not sold.
Consent to Collection, Use, Retention, and Disclosure of Information
No Granting of Ownership Rights
You acknowledge that Climately owns all right, title, and interest (including but not limited to all copyright rights therein) in and to the Climately Data & Services or the Climately, and that You shall not take any action inconsistent with such ownership. Nothing contained in this Agreement shall be construed as granting You or any end users any ownership rights in or to any Climately Data & Services or the Climately.
Climately’s Right to Terminate
Climately reserves the right at any time to terminate this Agreement, or withdraw from distributing Climately Data & Services or providing access to the Climately, if for any reason it no longer retains the right to publish or distribute the Climately Data & Services.
Provided in Good Faith
The Climately is provided by Climately in good faith and although Climately endeavours to ensure that Climately Data & Services and the Climately are accurate and obtained from sources believed to be reliable, Climately does not guarantee or warrant:
- the accuracy, authenticity, timeliness, reliability, appropriateness, correct sequencing, or completeness of Climately Data & Services or the Climately; or
- that the Climately Data & Services or the Climately is free from errors or other material defects.
The Climately and Climately Data & Services are provided "as is" and "as available", without any warranty of any kind and Climately, its affiliates, agents and/or suppliers, officers, directors, and employees expressly disclaim any and all warranties, whether expressed or implied, including without limitation the warranties of merchantability, fitness for a particular purpose, and non-infringement of the rights of third parties. In no event shall Climately be liable for indirect, special, punitive, or consequential damages including, but not limited to, lost profits, lost data, or otherwise. In no event shall Climately, any of its affiliates, or any of their data providers involved in supplying, developing, operating, or managing the Climately, be liable for indirect, special, punitive, or consequential damages including, but not limited to, lost profits, lost data, or otherwise. In the event the limitations and disclaimers contained in this Article are found by a court of competent jurisdiction to be ineffective or inapplicable, the parties agree that Climately’s maximum aggregate liability to You and all end users, whether arising in contract, tort, strict liability, or otherwise, shall be limited, and in no event shall it exceed, the amount of fees paid by You for the current term.
You acknowledge that Climately is not, and is not affiliated with, a financial institution or financial data feed provider, but obtains its financial data from a variety of sources. You further acknowledge that financial data often differs between financial institutions and between geographic jurisdictions and accordingly may vary from that provided by Climately pursuant to this agreement. Although Climately has used its commercially reasonable efforts to obtain the most accurate and timely financial data available from the aforementioned sources, Climately makes no representations or warranties as to accuracy, authenticity, timeliness, reliability, appropriateness, correct sequencing or completeness of the Climately Data or the Climately. You acknowledge that no part of Climately Data constitutes advice regarding financial, investment, legal, or tax issues, and that You and all end users should seek independent professional advice before making any decisions regarding such issues.
Climately does not represent or warrant that the Climately, or access to the Climately, will be uninterrupted or error-free or that errors in the Climately and/or Climately Data & Services will be corrected.
In no event shall Climately, any of its affiliates, or any of their data providers involved in supplying, developing, operating, or managing the Climately be liable to You or to any end users in any manner whatsoever for any interruptions, delays, the unavailability or inoperability, inaccuracies, errors, or omissions, regardless of cause, in the Climately and/or the Climately Data & Services or for any losses, damages, liabilities or expenses resulting therefrom regardless of cause, even if Climately knew or should have known of the possibility of or could have prevented such damages.
Indemnification by You
You shall indemnify, defend, and save harmless Climately, its affiliates and subsidiaries, and their officers, directors, employees and agents from any loss, damage, liability or expense (including reasonable attorneys’ fees, accountants’ fees and other legal expenses) to which any of them may become subject to and which are in any way related to or which have arisen under or in connection with:
- any act or omission by You or any person connected, affiliated, or associated with You with respect to this Agreement and/or the Climately; and/or,
- any non-fulfillment or breach of any covenant or agreement on Your part pursuant to this Agreement or any incorrectness in or breach of any representation or warranty made by You contained in this Agreement.
These Terms of Service incorporate by reference all notices and disclaimers contained in the Services constitute the entire agreement between you and Climately with respect to access to, and use of, the Services. Except as specifically set forth herein, these Terms of Service supersede any prior agreements, including prior oral and/or written statements or representations not contained herein, between you and Climately relating to the Services. This agreement is not intended to create a partnership, joint venture or agency relationship between you and Climately.
If any provision of these Terms of Service is invalid, illegal or unenforceable in any respect under any applicable statute or rule of law, the provision shall be deemed omitted to the extent that it is invalid, illegal or unenforceable. In such a case, the remaining provisions of these Terms of Service shall be construed in a manner as to give greatest effect to the original intention of the parties hereto. Climately's failure to insist upon, or enforce, strict performance of any right or provision of these Terms of Service shall not constitute or be construed or deemed to be a waiver of such right or provision in the future or a waiver of any other right or provision under these Terms of Service.
If you are a consumer, please note that these Terms of Service, its subject matter and its formation, are governed by UK law. You and we both agree to that the courts of UK will have non-exclusive jurisdiction. If you are a business, these Terms of Service, its subject matter and its formation (and any non-contractual disputes or claims) are governed by UK law. We both agree to the exclusive jurisdiction of the courts of UK.
Should you have any questions, complaints, or comments about these Terms of Service, this service, or website, or require further clarification of any kind, please do not hesitate to contact us.