DATA LICENSE AGREEMENT This Data License Agreement (“Agreement”) is entered into by and between Weather Stream Inc., with its principal place of business at 3650 Nautilus Drive, Boulder, Colorado 80301 (“Provider”) and the entity listed in one or more orders (“Orders”) referencing this Agreement (“Customer”).By entering into an Order, whether by executing the Order or by clicking “I agree”, Customer agrees to enter into and be bound by this Agreement. If you are entering into this Agreement on behalf of Customer, by entering into an Order, you represent and warrant that you have authority to bind Customer to the terms of this Agreement. If you do not have such authority, or you do not agree to be bound by the terms of this Agreement, do not enter into an Order. 1. Definitions. All capitalized terms used in this Agreement and defined in the context in which they are used will have the meanings given to them herein. All other terms used in this Agreement will have their plain English (U.S.) meaning. 2. Term. This Agreement begins on the date Provider accepts Customer’s first Order (the “Effective Date”) and will continue in effect so long as any Order remains in effect, unless terminated as specified herein (“Term”). The term of each Order will begin as specified in the Order and will continue for the term stated in the Order. The term of each Order will end upon termination of this Agreement.3. Orders. Customer may enter into an Order under this Agreement with Provider by either (1) completing Provider’s online ordering process and clicking “I agree” to the terms of the Order and this Agreement or (2) by executing a written Order referencing this Agreement. Upon Provider’s acceptance of any Order, (a) the Order is non-cancellable, will bind the parties, and will be incorporated into and form a part of the Agreement, (b) Provider will provide Customer with the Data Products (as defined below) set forth in the Order, and (c) Provider will issue an invoice to Customer referencing the Order for the amounts payable by Customer under that Order. To the extent of any conflict between the terms of this Agreement and the terms of an Order, the terms of this Agreement will control.4. Access to Data Products. Subject to compliance by Customer with the terms and conditions of this Agreement, during the period specified in each Order (which may be subscription-based or perpetual), Provider will provide Customer with a limited, non-exclusive, non-transferrable, non-sublicensable right to access and use each Data Product specified in that Order. As used herein, “Data Products” means any information, data, or datasets set forth in an Order, including the structure, organization, selection, coordination, and arrangements thereof, all elements comprising the foregoing, and any enhancements, corrections, or other updates made by Provider thereto. Provider will refresh each Data Product with current data on the cadence specified in the Order. All access to and use of each Data Product is solely for the “Licensed Purpose” specified in each applicable Order. If no Licensed Purpose is specified for a Data Product under an Order, the Licensed Purpose for that Data Product will be solely for internal use by Customer for its own business purposes.5. Restrictions on Data Products. Customer will not, and will not allow any third party to use or access any Data Product for any purpose other than the Licensed Purpose. In addition, without limiting the foregoing, as a condition to the rights granted under this Agreement, Customer will not and will not allow any third party to: (1) modify, adapt, alter, translate, or create derivatives (including derivative works) of any Data Product; (2) sublicense, distribute, sell, convey, assign, pledge, or otherwise transfer or in any way encumber any Data Product; (3) use any Data Product for the benefit of any third party or make any Data Product available to any third party; (4) reverse engineer or otherwise attempt to derive the structure, design, or method of operation or means of generation of any Data Product; (5) circumvent or attempt to circumvent any electronic or other protection measures restricting access to or use of any Data Product; (6) access or use any Data Product for any purpose that is illegal in any way or that advocates illegal activity; (7) interfere with the operation or hosting of any Data Product or attempt to gain unauthorized access to any Data Product; (8) alter, obscure or remove any copyright notice, copyright management information or proprietary legend contained in or on any Data Product. All use of any Data Product will be in accordance with any documentation provided by Provider.6. Confidentiality. The terms of this Agreement (including all Fees), each Data Product, and any other information disclosed or made available by Provider under this Agreement, are and will remain the “Confidential Information” of Provider. Without limiting any other obligations of Customer under this Agreement, Customer will (1) maintain the Confidential Information in strict confidence; (2) protect the Confidential Information from accidental, unauthorized, or unlawful access, use, disclosure, or processing using the same measures Customer uses to protect its own most confidential or proprietary information but in no case using less than reasonable and appropriate protection measures; (3) not disclose or permit the disclosure of any Confidential Information to any third party; (4) implement and maintain reasonable and appropriate administrative, technical, and physical safeguards and measures, including a written information security program, to ensure the security and confidentiality of the Confidential Information and protecting against accidental, unauthorized, or unlawful use, access, or disclosure or processing thereof, including any safeguards required by applicable laws, rules, regulations (“Laws”); (5) disclose the Confidential Information only to Customer’s employees who have a need to know such Confidential Information and are under a legally enforceable duty of confidentiality no less restrictive than Customer’s obligations under this Agreement; and (6) not use or permit the use of any Confidential Information for any purpose not expressly permitted by this Agreement. As a limited exception to the foregoing, with the exception of any Data Product: (a) Customer’s obligations with respect to any Confidential Information will terminate if such Confidential Information is, or through no fault of Customer becomes, generally available and known to the public; and (b) Customer may disclose Confidential Information as strictly required by law or by the order of a court or similar judicial or administrative body having jurisdiction over Customer, provided that Customer notifies Provider of such required disclosure and cooperates with Provider in contesting or limiting the scope of such required disclosure. Customer acknowledges and agrees that the obligations and restrictions imposed under this Section are relieved solely with respect to the portion of any Confidential Information falling within the express exceptions stated in this Section and not with respect to other portions of any Confidential Information or other portions of the Confidential Information or any aspects or characteristics thereof.7. Proprietary Rights. Customer acknowledges and agrees that each Data Product, and each component thereof, is the proprietary information of Provider and its licensors. As between the parties, Provider retains all right, title, and interest, including all IPR (as defined below), in and to all Data Products and nothing in this Agreement will operate to vest in Customer any proprietary rights in or to any portion thereof. Customer agrees that Customer does not receive any ownership interest in or to any of the foregoing. Customer may not utilize or access any Data Product except as expressly permitted in this Agreement. All rights in or to any Data Product not expressly granted to Customer in this Agreement are reserved by Provider and its licensors. The Provider name, logo, and the product and service names associated with any Data Product, are trademarks of Provider or third parties, and no right or license is granted to Customer to use them separate from Customer’s right to access the Data Products. For purposes of this Agreement, “IPR” means any and all intellectual property rights, proprietary rights, and other rights protecting intangible property throughout the world, including all copyrights, trademarks, service marks, trade secrets, patents (and patent applications), moral rights, rights in data and databases, contract rights, and any other legal rights protecting data or information.8. Third-party Data. The Data Products may include data and information obtained from third party sources, including public sources (“Third Party Data”). Customer acknowledges that additional terms may apply to the Third Party Data (“Additional Data Terms”). Customer is responsible for compliance with any Additional Data Terms agreed to by Customer. Any such Additional Data Terms will apply only to the applicable Third Party Data provided under those Additional Data Terms and will not apply to any other Data Product. Any Additional Data Terms will control in the event of a conflict between the terms of this Agreement and those Additional Terms, but only as to the Third Party Data provided under those Additional Terms. Any Third Party Data not subject to any Additional Data Terms is subject to this Agreement and the licensors of any such Third Data are third party beneficiaries of this Agreement9. Fees and Payment. The fees payable by Customer under this Agreement (“Fees”) are as set forth on each Order under this Agreement. Unless otherwise indicated on an applicable Order, all Fees will be due and payable by Customer as indicated in that Order. If an Order does not include applicable payment terms, the Fees under that Order will be due and payable by Customer as invoiced by Provider. Unless otherwise set forth in the applicable Order, Customer agrees to pay all Fees shown on any Provider invoice within [30] days of the date of the invoice. All Fees are non-refundable once paid to Provider. Amounts not paid when due will be subject to a late charge of 1.5% per month or any applicable legal maximum, whichever is greater. Customer will be liable for all taxes and other governmental charges imposed on the Data Products or any amounts paid to Provider under this Agreement, except for taxes based upon Provider’s net income.10. Termination. Either party may terminate this Agreement if: (1) the other party commits a material breach of this Agreement and such party does not cure the breach within 30 days of written notice thereof from the non-breaching party; or (2) the other party enters liquidation as a receiver or administrator appointed over any assets related to this Agreement, makes any voluntary arrangement with any of its creditors, files for bankruptcy, or if an involuntary petition is filed against the other party. In addition, Provider may terminate this Agreement immediately upon any breach or threatened breach of Sections 4, 5, 6, or 7. Upon any termination or expiration of this Agreement: (a) all Orders under this Agreement will terminate; and (b) with the exception of Data Products subject to perpetual licenses, (i) all rights granted to Customer under this Agreement with respect to all Data Products will terminate; (ii) Customer will cease all access and use of all Data Products in Customer’s possession or control; and (iii) Customer will permanently delete all Data Products and any other Confidential Information (as defined below) in Customer’s possession or control. Upon the expiration or termination of this Agreement, or upon Provider’s request at any time during the Term, Customer will certify in writing to Provider that Customer is in compliance with this Agreement. The relevant portions of the following Sections will survive termination or expiration of this Agreement for any reason: 1, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, and 20.11. Representations and Warranties. Each party represents, warrants, and covenants to the other party that: (1) it has full right, power, and authority to enter into this Agreement and to perform its obligations and duties under this Agreement; (2) the performance of such obligations and duties does not and will not conflict with or result in a breach of any other agreements of such party or any judgement, order, or decree by which such party is bound; and (3) it will comply with all applicable Laws in connection with its performance under this Agreement and, in the case of Customer, the access to or utilization of any Data Product.12. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, OR COVENANTS RELATING TO THIS AGREEMENT OR TO ANY DATA PRODUCT, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. PROVIDER DOES NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS, OR COMPLETENESS OF ANY DATA PRODUCT. PROVIDER WILL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, INTERRUPTIONS, OR DELAYS IN ANY DATA PRODUCT OR ACCESS THERETO. EXCEPT AS EXPRESSLY PROVIDED HEREIN, EACH DATA PRODUCT IS PROVIDED ON AN “AS IS” BASIS AND CUSTOMER’S USE OF EACH DATA PRODUCT IS AT CUSTOMER’S OWN RISK.13. Indemnification.13.1. By Provider. Provider will indemnify, defend, and hold harmless Customer, its affiliates and licensors, and each of their respective officers, directors, shareholders, employees, contractors, agents, and representatives from all losses, liabilities, costs, judgments, awards, settlements, penalties, damages, fines, expenses, costs and fees (including attorneys’ fees and costs of collection) (“Losses”) incurred in connection with any claim, allegation, action, or suit (“Claims”) brought against any of them by a third party insofar the Claim arises out of or relates to the Data Products or Customer’s permitted use of the Data Products infringing, misappropriating, or violating the third party’s IPR. Should any Claim relating to the Data Products infringing, misappropriating or violating a third party’s IPR be made, or in Provider’s reasonable opinion be likely to be made, in addition to Provider’s indemnification obligations under this Section, Provider may, at its option and expense: (a) procure for Customer the right to continue using the applicable Data Products; (b) replace or modify the applicable Data Products so as to no longer infringe; or (c) terminate the applicable Order and/or this Agreement and provide Customer a pro-rated refund of any pre-paid Fees applicable to the period following termination. Provider’s obligations under this Section will not extend to, and Provider shall have no liability under this Section for, any Claim based on, arising out of, or relating to any: (i) failure by Customer to comply with the terms of this Agreement or any documentation or instructions provided by Provider; (ii) any specifications or instructions provided by Customer; (iii) any products, services, or other offerings not provided by Provider; or (iv) any systems, networks, databases, hardware, and software provided under any license or agreement other than this Agreement. THIS SECTION STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND PROVIDER’S ENTIRE LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION CLAIMS RELATING TO THIS AGREEMENT AND THE DATA PRODUCTS.13.2. By Customer. Customer will indemnify, defend, and hold harmless Provider, its affiliates and licensors, and each of their respective officers, directors, shareholders, employees, contractors, agents, and representatives from Losses incurred in connection with any Claim brought against any of them by a third party insofar the Claim arises out of or relates to Customer’s use of any Data Products other than as expressly permitted by this Agreement.13.3. Conditions. As a condition to obtaining indemnification from the other party under this Section, each party will: (a) give the other party prompt notice of any claim for indemnification, provided however that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent that such indemnifying party is materially prejudiced by such failure; (b) grant to the other party sole control of the defense or settlement of any resulting legal proceedings, provided that any settlement that involves more than the payment of money and a full release of the indemnified party will require the indemnified party’s written consent; and (c) provide the other party with reasonable cooperation and, at the other party’s request and expense, assistance in the defense or settlement of any claim for indemnification. Notwithstanding the foregoing, the indemnified party may participate in any defense, settlement, or other legal proceedings relating to any such indemnification at such party’s expense through counsel of such party’s choice.14. Limitation of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER THIS AGREEMENT OR IN CONNECTION WITH ANY DATA PRODUCT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING LOSS OF PROFIT, REVENUE, TIME OPPORTUNITY, OR GOODWILL. IN NO EVENT WILL THE MAXIMUM CUMULATIVE LIABILITY OF PROVIDER IN CONNECTION WITH THIS AGREEMENT OR ANY DATA PRODUCT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO PROVIDER FOR THE DATA PRODUCT TO WHICH SUCH LIABILITY RELATES IN THE [12] MONTH PERIOD PROCEEDING THE DATE SUCH LIABILITY IS ALLEGED TO HAVE ARISEN. CUSTOMER MAY NOT BRING ANY ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THIS AGREEMENT OR ANY DATA PRODUCT MORE THAN 1 YEAR AFTER SUCH ACTION HAS ACCRUED. IN JURISDICTIONS WHERE THE FOREGOING LIMITATION OF LIABILITY IS NOT PERMITTED, PROVIDER’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF PROVIDER WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN.15. Inspection and Review. During the Term of this Agreement and for a period of 12 months thereafter, Customer will maintain, in accordance with Customer’s standard accounting practices, full and accurate records with respect to Customer’s access to and utilization of each Data Product by Customer as necessary for Provider to confirm Customer’s compliance with the terms of this Agreement. During the Term and for a period of 12 months thereafter, Provider will have the right to inspect and review relevant portions of those records and the manner of access to and utilization of any Data Product by Customer to confirm Customer’s compliance with the terms of this Agreement, including all restrictions and limitations on the utilization of each Data Product. The costs of any such audit will be borne by Provider, unless such audit reveals any breach of this Agreement by Customer, in which case Customer will reimburse Provider for its costs and expenses in conducting such audit.16. Equitable Remedies. Customer acknowledges that a breach of this Agreement relating to any Data Product would cause Provider to suffer irreparable harm for which monetary damages would be inadequate compensation. Customer agrees that Provider will be entitled to obtain an injunction restraining any actual or threatened breach of this Agreement by Customer, or specific performance, if applicable, in addition to any monetary damages. Customer hereby waives the requirement of any surety or bond by Provider in any such proceeding.17. Notices. All notices to be given by a party hereunder will be in writing and will either be via: (1) hand-delivery; (2) Federal Express or a comparable overnight mail service; (3) email transmission (with confirmation retained by the sender), provided that an original copy of a transmission will be delivered by some other means permitted under this Agreement; or (4) certified mail, return receipt requested. All notices will be effective upon receipt (or when delivery is refused), or 3 business days after being deposited in the mail as required above, whichever occurs sooner. Either party may change its address for notice by giving notice of the new address to the other party. Provider will direct all such notices, requests, and demands to Customer’s address set forth in the Order. Customer will direct all such notices, requests, and demands to Provider’s address set forth above.18. Governing Law and Venue. This Agreement will be governed by and construed in accordance with the laws in effect in the State of Colorado, U.S.A., without regard to any applicable principles of conflicts of laws. Any legal action, suit or proceeding arising out of or relating to this Agreement or the breach thereof may be instituted by either party solely in the federal or state courts located in Denver, Colorado (U.S.A.). Each party hereby submits to the personal jurisdiction of such court and waives any right each might otherwise have to claim lack of personal jurisdiction or forum non conveniens.19. Entire Agreement. This Agreement consists of these terms and conditions and all Orders entered into by the parties under this Agreement, all of which are incorporated into and made a part of this Agreement. This Agreement constitutes the entire agreement between the parties regarding each Data Product and the other subject hereof and supersedes all prior agreements, understandings, or communications, whether written or oral, among the parties with respect to the subject matter hereof and does not, and is not intended to, confer upon any third party any rights or remedies hereunder.20. General. This Agreement may be changed only by a writing signed by both parties. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provision will remain in full force and effect. In any dispute relating to this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and expenses from the other party. Customer may not assign or otherwise transfer any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without obtaining prior written consent of Provider. Any attempted assignment or transfer in violation of this Agreement will be void and of no effect. The relationship between the parties is that of independent contractors and no agency, partnership, franchise, joint venture or employment relationship is intended or created by this Agreement. Neither party will make any warranties or representations on behalf of, or otherwise bind, the other party. Neither party will not be liable for any failure to perform under this Agreement, to the extent that such party’s failure results from causes beyond such party’s reasonable control. The words “include,” “includes” and “including” will mean “include,” “includes,” or “including,” in each case, “without limitation.” This Agreement may be executed simultaneously in one or more counterparts (including by facsimile or electronic .pdf submission), each of which when executed will be deemed to be an original, but all of which will constitute one and the same agreement.By clicking Agree and Continue, I hereby agree and consent to the terms set out in this Order and the Data License Agreement available at: www.weatherstream.com/data-license-agreement.