Terms Of Use

Storm Exchange, Inc.

User Agreement

For Data, Analysis, Pricing and Execution of Weather-Related Products

BY CLICKING “I AGREE” BELOW, USER ACKNOWLEDGES THAT USER HAS READ THIS USER AGREEMENT FOR DATA, ANALYSIS, PRICING AND EXECUTION FUNCTIONS AND SERVICES (AS WELL AS RELATED EQUIPMENT AND DATA) FOR WEATHER-RELATED PRODUCTS THAT ARE AVAILABLE THROUGH WWW.STORMEXCHANGE.COM (COLLECTIVELY, THE “SYSTEM”) (“AGREEMENT”), UNDERSTANDS IT AND AGREES TO BE BOUND BY IT.

STORM EXCHANGE, INC. (“STORM”) MAY MAKE CHANGES AT ANY TIME TO THE AGREEMENT.  ANY MODIFICATIONS TO THIS AGREEMENT WILL BE EFFECTIVE UPON POSTING.  USER’S CONTINUED ACCESS TO AND USE OF THE SYSTEM FOLLOWING POSTING OF ANY REVISED AGREEMENT WILL CONSTITUTE ACCEPTANCE OF THE MODIFIED AGREEMENT.

1.          Provisions of the System; Grant of License; Ownership of and Restrictions on System

Subject to the provisions of this Agreement, Storm hereby grants to User a limited, non-exclusive, personal, non-transferable license during the term of this Agreement to use the System through an encryption-enabled Internet browser at the Internet connection at http://www.stormexchange.com solely (i) for assessing weather indices, weather analysis, risk maps, scoring and other data and analysis; and (ii) for executing its own proprietary trades in over-the-counter derivatives indexed to weather structures (“Weather Products”) and, in approved instances, its customers' trades in Weather Products. This license may not be assigned, sublicensed or otherwise transferred by User in whole or in part. The foregoing express license is the entire license granted to User by Storm concerning the subject matter of this Agreement and no other license is granted by implication or otherwise.  Subject to this express license, Storm has all rights, title and interest in and to the System.  User agrees to preserve the confidentiality of the System and to prevent disclosure of the System to third parties who do not have a separate, express System license. User further agrees not to modify, distribute, or publish, or to reverse engineer, disassemble, decompile, or otherwise seek to discover or view, the System, or to make any alteration, addition or connection to the System, each being in whole or in part. 

2.          Fees

Fees for the use of the System shall be in the amounts and on the terms set forth online by Storm in its data subscription library.  The monthly subscription fee for the System shall be fully creditable against the fee for the purchase of Weather Products. Storm reserves the right to change such fees at any time, on thirty (30) days’ written notice to existing Users.

3.          Disclaimer of Liability and Warranties; Indemnity

User assumes all liabilities and risks associated with use of the System, in whole or in part.  THE SYSTEM IS PROVIDED "AS IS," WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND, TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.  In no event will Storm be liable for any direct, incidental, indirect or consequential damages, even if Storm knew or should have known of the possibility of such damages or losses, and even if due to Storm’s error, omission or negligence.  User will defend and indemnify Storm and its affiliates, employees, officers and agents from, and hold them harmless against, any claim, damage, loss, cost or liability based on or related to any claim of damage, loss, cost or liability arising from or in any way relating to the use by User, or any customer of User, of any of the System, in whole or in part.

4.           Representations, Warranties and Covenants by User.  User will permit only authorized persons to enter orders for Weather Products in the System, and confirms that all such persons shall be properly supervised pursuant to applicable law and regulation and exchange or self-regulatory organization regulations applicable to the User, its agents or the System and the System’s policies and procedures.  Furthermore, User will not use or permit the use of the System for any illegal, improper, manipulative or fraudulent purpose, and will use the System solely in accordance with the terms of this Agreement and all applicable law and regulations.  User represents, warrants and covenants to Storm as of the date hereof and continuously during the term of this Agreement that it is an “eligible contract participant,” as such term is defined in the U.S. Commodity Exchange Act.  If User is a risk management advisor, broker, or other intermediary, User shall adopt, implement and enforce written internal control procedures regarding its use of the System and its entry of orders involving Weather Products thereon to address (i) authorized access, (ii) validation of trade accuracy, and (iii) conformity of orders for Weather Products with established credit and size limits.

5.          General.  The parties hereby agree that certain information or data that they may provide to each other pursuant to this Agreement is confidential and may constitute proprietary information and trade secrets of such party (collectively, “Confidential Information”).  Each of the parties further agrees that it shall safeguard, handle and treat the Confidential Information that it receives or come to possess from the other party with no less than reasonable care, and agrees to use the Confidential Information for the sole purpose of performing its obligations under this Agreement.  Either party shall have the right to terminate this Agreement with or without cause, at any time, upon ten (10) days’ prior written notice to the other party.  All notices sent to the other party pursuant to this Agreement shall be delivered by email which, for Storm, shall be Dennis Reaves, COO.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflicts of law principles.  Nothing in this Agreement shall be construed to create a joint venture, agency or partnership between User and Storm.  User may not assign, pledge, encumber or transfer its rights or obligations under this Agreement without the prior written consent of Storm.  There shall be no third-party beneficiary of this Agreement.  If any one of more of the provisions of this Agreement is held to be unenforceable or void, such provision will be limited and construed so as to make it enforceable or will be deemed stricken from this Agreement, with all other provisions of this Agreement remaining in full force and effect.  Any waiver or amendment of any provision of this Agreement shall be effective only if given in a writing signed by the party against whom such waiver or amendment is asserted.  This Agreement constitutes the entire agreement between the parties with respect to the System and supersedes all prior and contemporaneous agreements, understandings, and commitments with respect to the subject matter hereof.

USER ACKNOWLEDGES THAT USER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND HAS HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT.  BY CLICKING “I AGREE” BELOW, USER HEREBY AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.