Last Modified: April 7, 2023
These Data Portal Terms of Service (the “Terms”) apply to the access and use of the Watershed website (https://www.watershedclimate.com or another designated URL and related domains), software, services, and features (collectively, the “Service”) offered by Watershed Technology, Inc. (“Watershed”, “we”, “our” or “us”) by you, an authorized vendor, supplier, consultant, or other entity or individual (“Authorized User,” “you,” or “your”), on behalf of an existing or future customer of Watershed (such customer, the “Customer”). When you access or use our Service, you signify that you have read, understood, and agree to be bound by these Terms.
IMPORTANT ARBITRATION NOTICE: YOU AGREE THAT DISPUTES BETWEEN YOU AND WATERSHED WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR JURY TRIAL. WE EXPLAIN SOME EXCEPTIONS BELOW IN SECTIONS 10.2 (ARBITRATION) AND 10.3 (CLASS ACTION/JURY TRIAL WAIVER).
You hereby affirm that you are of legal age to agree to these Terms. If you are an individual accepting these Terms on behalf of an Authorized User, then you represent that you have the authority to bind such Authorized User to these Terms. If you do not have the authority, or if you do not agree with these Terms, then you must not accept these Terms and may not use the Service.
By using our Service, you agree that we may collect, use, and disclose your personal information as set forth in our Privacy Policy, available at watershed.com/privacy (“Privacy Policy”), and agree that you may have your personal information collected, used, transferred to and processed in the United States.
(a) Your account on our Service (your “Service Account”) gives you access to our Service that we may establish and maintain from time to time. We may maintain different types of Service Accounts for different types of users. You acknowledge that you do not own your Service Account.
(b) You may not use another Authorized User’s Service Account without such Authorized User’s permission. You are solely responsible for the activity that occurs on your Service Account, and you must keep your Service Account password(s) strong and secure. You should notify us immediately of any breach of security or unauthorized use of your Service Account. Any individual with administrator-level access to your Service Account can modify your Service Account settings, access and billing information. We will not be liable for any losses caused by any unauthorized use of your Service Account, or for any changes to your Service Account, including your ability to access your Service Account or Authorized User Data (defined in Section 2.1 (Access to our Service and Watershed Reports; License) below), made by any individual with administrator-level access to your Service Account.
(c) You may control certain aspects of your Service Account profile and how you interact with our Service by changing the settings in your settings page. By providing us with your email address, you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other marketing or advertising messages, such as changes to features of our Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences by contacting our Service support team at support@watershedclimate.com or by clicking the unsubscribe link within each marketing or advertising message. Opting out will not prevent you from receiving Service-related notices.
You may cancel your Service Account at any time. We may change our Service, stop providing our Service or features of our Service to you or to our users generally, or create usage limits for our Service. We may permanently or temporarily terminate or suspend your access to our Service without notice and liability, without cause or for any reason, including if in our sole determination you violate any provision of these Terms. Upon termination, you continue to be bound by these Terms.
YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS AND SHARING OF AUTHORIZED USER DATA WITH CUSTOMER(S). WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR DISPUTES BETWEEN YOU AND CUSTOMER(S). WE EXPRESSLY DISCLAIM ALL LIABILITY ARISING FROM YOUR INTERACTIONS WITH CUSTOMER(S), OR FOR ANY CUSTOMER’S ACTION OR INACTION, INCLUDING RELATING TO USE OF AUTHORIZED USER DATA.
Our Services may be used to generate reports and analysis based on the Authorized User Data you provide (a “Watershed Report”). The contents of a Watershed Report are dependent upon the nature and scope of the Authorized User Data you provide. Watershed Reports are Watershed’s Intellectual Property (as defined in Section 4.1 (Our Intellectual Property)) except to the extent specified in Watershed’s agreement with a Customer, and may only be used for the Permitted Use (as defined in Section 2.1 (Access to our Service and Watershed Reports; License)). In no event shall you alter, remove, obscure, erase, deface, or hide from view any Watershed trademark included on or in any Watershed Report.
You acknowledge that your use of the Service is limited to providing, transmitting or uploading information, data, and other content, in any form or medium, to enable measurement, reporting, and other features offered by the Service (“Authorized User Data”), and accessing Watershed Reports made available to you through the Service as necessary for internal business use and audit, for regulatory compliance purposes, and for external publication, including sharing with Customer(s), the public, or regulatory authorities (the “Permitted Use”), and is subject to your compliance with these Terms, Watershed’s agreement with the Customer on behalf of which you are submitting the Authorized User Data, if applicable, and any associated documentation we provide. To the extent you receive any software or Watershed Reports from us in connection with our Service, we grant to you a non-exclusive, non-transferable, non-sublicensable right and license to use our software and Watershed Reports solely as reasonably necessary for the Permitted Use in accordance with these Terms.
Except to the extent a restriction is prohibited by law, you agree not to do, and not to assist, permit or enable any third party to do, any of the following:
(a) disassemble, reverse engineer, decode, or decompile any part of our Service;
(b) use any robot, spider, scraper, data mining tool, data gathering or extraction tool, or any other automated means, to access, collect, copy, or record our Service;
(c) copy, rent, lease, sell, loan, transfer, assign, sublicense, resell, distribute, modify, alter, or create derivative works of any part of our Service or any of our Intellectual Property (as defined in Section 4.1 (Our Intellectual Property));
(d) use our Service in any manner that impacts (i) the stability of our servers, (ii) the operation or performance of our Service or any other user’s use of our Service, or (iii) the behavior of other applications using our Service;
(e) use our Service in any manner or for any purpose that (i) violates or promotes the violation of any applicable law, regulation, legal requirement, contractual obligation, or right of any person including, but not limited to, intellectual property rights, rights of privacy, or rights of personality, (ii) is fraudulent, false, deceptive or defamatory, (iii) promotes hatred, violence, or harm against any individual or group, or (iv) otherwise may be harmful or objectionable (in our sole discretion) to us, our providers, our suppliers, our users, or any other third party;
(f) use or display our Service in competition with us, to develop competing products or services, for benchmarking or competitive analysis of our Service, or otherwise to our detriment or disadvantage;
(g) attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from, the servers running our Service;
(h) transmit viruses, worms, or other software agents through our Service;
(i) impersonate another person or misrepresent your affiliation with a person or entity, hide or attempt to hide your identity, or otherwise use our Service for any invasive or fraudulent purpose;
(j) share passwords or authentication credentials for our Service, or otherwise circumvent the measures we may use to prevent or restrict access to our Service or enforce limitations on use of our Service; or
(k) identify or refer to us or our Service in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you (or a third party) and us, without our prior express written consent.
We claim no ownership rights over Authorized User Data. Unless otherwise specified in the agreement between us and the Customer on behalf of which you are submitting the Authorized User Data: (a) as between you, Watershed, and the Customer, you will own all right, title and interest, including all intellectual property rights, in and to the Authorized User Data; (b) you hereby grant us and any Third Party Services (as defined in Section 5 (Your Use of Third-Party Services) below) providers, if applicable, a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Authorized User Data and perform all acts with respect to the Authorized User Data as may be necessary for us to provide the Service to you, solely for your benefit and subject to these Terms, and to enforce our rights under these Terms; (c) we have no right to sublicense or resell Authorized User Data; except, however, that you agree that we may collect, analyze and use De-Identified Data derived from Authorized User Data for (i) generating Aggregated Statistics, whether alone or in combination with De-Identified Data from other sources; (ii) developing and training our predictive models; and (iii) conducting internal research, development, and benchmarking; and (d) as between you and us, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by us. “De-Identified Data” means data in de-identified form, in which all personally identifiable information, including direct and indirect identifiers, have been removed or obscured so the remaining information does not reasonably identify an individual and there is no reasonable basis to believe that the information can be used to identify an individual. “Aggregated Statistics” means aggregated, De-Identified Data related to an Authorized User’s use of the Service.
In connection with the Authorized User Data, you affirm, represent and warrant the following:
(a) You have all rights necessary to grant to us the license stated in these Terms or, where applicable, you have the written consent of the Customer to use Authorized User Data in the manner contemplated by our Service and these Terms;
(b) You have obtained and are solely responsible for obtaining all consents as may be required by law to provide any Authorized User Data relating to third parties;
(c) Authorized User Data and our or our Customers’ use thereof as contemplated by these Terms and our Service will not violate any law or infringe any rights of any third party, including but not limited to any intellectual property rights and privacy rights;
(d) Authorized User Data does not include any information or material that a governmental body deems to be sensitive or classified information, and by providing the Authorized User Data to or through our Service, you are not violating the confidentiality rights of any third party; and
(e) We may exercise the rights to Authorized User Data granted under these Terms without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
(f) WE TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY AUTHORIZED USER DATA THAT YOU OR ANY OTHER AUTHORIZED USER, CUSTOMER, OR THIRD-PARTY POSTS, SENDS, OR OTHERWISE MAKES AVAILABLE OVER OUR SERVICE. YOU SHALL BE SOLELY RESPONSIBLE FOR AUTHORIZED USER DATA AND THE CONSEQUENCES OF POSTING, PUBLISHING, SHARING, OR OTHERWISE MAKING IT AVAILABLE ON OUR SERVICE. YOU AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DAMAGES YOU ALLEGE TO INCUR AS A RESULT OF OR RELATING TO ANY CONTENT ACCESSED ON OR THROUGH OUR SERVICE.
You acknowledge and agree that our Service, and all materials and content displayed or made available on our Service, other than Authorized User Data, and all software, algorithms, code, technology and intellectual property underlying and included in or with our Service, and all intellectual property rights therein and thereto throughout the world (collectively and individually, our “Intellectual Property”), are our (or our licensors’ as applicable) sole and exclusive property. Except as explicitly provided herein, nothing in these Terms will be deemed to create a license in or under any intellectual property rights, and you agree not to access, sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any of our Intellectual Property.
You may choose to, or we may invite you to, submit, comments, feedback or ideas about our Service, including without limitation about how to improve our Service or our products (“Feedback”). By submitting any Feedback, (a) you agree that Feedback is non-confidential and provided voluntarily by you; and (b) you grant us a worldwide, perpetual, irrevocable, royalty-free license to any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback for any purpose whatsoever, including, without limitation, for the improvement, marketing, and promotion of the Service; provided, however, that we do not attribute Feedback to you or any of your employees or contractors. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.
Our Service may integrate with or contain materials, information, or links to third-party sites, materials and services (“Third-Party Services”) that are not owned or controlled by us, and certain functionality of our Service may require your use of Third-Party Services. If you use a Third-Party Service, you are subject to and agree to the third party’s terms and conditions and privacy policy made available on or agreed in connection with such Third-Party Services. We do not endorse or assume any responsibility for any such Third-Party Services. If you access a Third-Party Service from our Service or share authorized User Data on or through any Third-Party Service, you do so at your own risk, and you understand that these Terms and our Privacy Policy do not apply to your use of such Third-Party Services. You expressly relieve us from any and all liability arising from your use of any Third-Party Service. You agree that we shall not be responsible for any loss or damage of any sort relating to your dealings with such third parties.
You agree to defend, indemnify and hold us and our Customers, affiliates, agents, suppliers or licensors (and our and their employees, contractors, agents, officers and directors) harmless from and against any and all third party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) your access to or use of our Service; (b) your violation of any aspect of these Terms, including without limitation your breach of any of your representations and warranties; (c) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (d) your violation of any applicable law, rule or regulation; (e) the Authorized User Data, including without limitation any misleading, false, or inaccurate information in the Authorized User Data; (f) your willful misconduct; or (g) any third party’s access to or use of our Service with your username(s), password(s) or other security code(s).
OUR SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOUR USE OF OUR SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OUR SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WE, OUR SUBSIDIARIES, OUR AFFILIATES, AND OUR LICENSORS DO NOT WARRANT THAT ANY CONTENT ON OUR SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT OUR SERVICE WILL MEET YOUR REQUIREMENTS; THAT OUR SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT OUR SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF OUR SERVICE OR ANY DOWNLOAD OF CONTENT THROUGH THE USE OF OUR SERVICE. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR CUSTOMERS, AFFILIATES, AGENTS, SUPPLIERS OR LICENSORS (OR OUR OR THEIR EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS) BE LIABLE FOR (A) ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF, OR INABILITY TO USE, OUR SERVICE; OR (B) AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO US HEREUNDER OR $100.00, WHICHEVER IS GREATER. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF OUR SERVICE OR YOUR SERVICE ACCOUNT OR THE INFORMATION CONTAINED THEREIN. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
From time to time, Watershed may disclose or make available to you non-public, proprietary, or confidential information of Watershed or Customer(s) (the foregoing, “Confidential Information”). Confidential Information includes any information that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including non-public business, product, technology and marketing information. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of your breach of this Section 9.1 (Confidential Information); (b) is or becomes available to you on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in your possession prior to Watershed’s disclosure thereof; or (d) was or is independently developed by you without using any of Confidential Information.
You shall: (a) protect and safeguard the confidentiality of Confidential Information with at least the same degree of care as Watershed would protect its own Confidential Information, but in no event with less than a commercially-reasonable degree of care; (b) only use Confidential Information, and only permit it to be accessed or used, for the purpose of exercising your rights or performing your obligations under these Terms, or for any other purpose consistent with the Privacy Policy; and (c) not disclose any of Confidential Information to any person or entity, except to your service providers or financial/legal advisors who need to know the Confidential Information and are bound to confidentiality obligations at least as restrictive as those in these Terms.
If you are required by applicable law or legal process to disclose any Confidential Information, you shall, prior to making such disclosure, use commercially reasonable efforts to notify Watershed of such requirements to afford Watershed the opportunity to seek, at Watershed’s sole cost and expense, a protective order or other remedy.
You acknowledge that Watershed and the Customer will be irreparably harmed if Confidential Information of either Watershed or the Customer is distributed in breach of this Section 9.4 (Injunctive Relief), and that Watershed and the Customer would not have an adequate remedy at law in the event of such an actual or threatened breach. Therefore, you agree that Watershed shall be entitled to seek injunctive relief against any actual or threatened breaches of this Section 9.4 (Injunctive Relief) by you without the necessity of showing actual damages or showing that monetary damages would not afford an adequate remedy.
You agree that: (a) we will be deemed solely based in the State of California; and (b) our Service will be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. These Terms will be governed by the internal substantive laws of California, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) governs the interpretation and enforcement of the Arbitration Agreement in Section 10.2 (Arbitration) and preempts all state laws to the fullest extent permitted by law. If the FAA is determined to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue shall be resolved under and governed by the law of your state of residence. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in San Francisco, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other Intellectual Property or proprietary rights, as set forth in the Arbitration Agreement below, including any provisional relief required to prevent irreparable harm. You agree that San Francisco, California is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. This Section 10.2 (Arbitration) (and, collectively with Section 10.3 (Class Action/Jury Trial Waiver), the “Arbitration Agreement”) applies to and governs any dispute, controversy, or claim between you and us that arises out of or relates to, directly or indirectly: (a) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) access to or use of our Service, including receipt of any advertising, marketing, or other communications from us; (c) any transactions through, by, or using our Service; or (d) any other aspect of your relationship or transactions with us, directly or indirectly (“Claim” or collectively, “Claims”). The Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your consent to these Terms.
For any Claim, you agree to first contact us at legal@watershedclimate.com and attempt to resolve the dispute with us informally. In the unlikely event that we have not been able to resolve a Claim after sixty (60) days, we each agree to resolve any Claim through binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS (the “Rules”), except as provided herein. JAMS may be contacted at www.jamsadr.com, where the Rules are available. In the event of any conflict between the Rules and this Arbitration Agreement, the Arbitration Agreement shall control. The arbitration will be conducted in the U.S. county where you live or San Francisco, California, unless you and we agree otherwise. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator will include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You and we agree that the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms, or any provision of these Terms, is unconscionable or illusory or any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel.
NOTHING IN THIS SECTION 10.2 (ARBITRATION) WILL BE DEEMED AS: PREVENTING US FROM SEEKING INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM THE COURTS AS NECESSARY TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF OUR DATA SECURITY, INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS; OR PREVENTING YOU FROM ASSERTING CLAIMS IN SMALL CLAIMS COURT, IF YOUR CLAIMS QUALIFY AND SO LONG AS THE MATTER REMAINS IN SUCH COURT AND ADVANCES ON ONLY AN INDIVIDUAL (NON-CLASS, NON-COLLECTIVE, AND NON-REPRESENTATIVE) BASIS.
If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the Arbitration Agreement, which shall remain in force, or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement. Notwithstanding the foregoing, if Section 10.3 (Class Action/Jury Trial Waiver) is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED OUR SERVICE FOR COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AND WE AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER AUTHORIZED USERS. YOU AND WE AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
If our Service is being used by the U.S. Government, our Service is commercial computer software and documentation developed exclusively at private expense, and (a) if acquired by or on behalf of a civilian agency, will be subject to the terms of this computer software license as specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its successors; and (b) if acquired by or on behalf of units of the Department of Defense (“DOD”) will be subject to the terms of this commercial computer software license as specified in 48 C.F.R. 227.7202-3, DOD FAR Supplement and its successors.
You understand and acknowledge that our Service may be subject to export control laws and regulations. You agree to comply with all applicable export and re-export control and trade and economic sanctions laws, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), and the International Traffic in Arms Regulations maintained by the U.S. State Department. Neither you, or if you are an entity, any of your subsidiaries, or any of your or their directors, officers or employees, or any person owning 50% or more of your equity securities or other equivalent voting interests, is (a) a person on the List of Specially Designated Nationals and Blocked Persons or any other list of sanctioned persons administered by OFAC or any other governmental entity, or (b) a national or resident of, or a segment of the government of, any country or territory for which the United States maintains trade and economic sanctions or embargoes.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior express written consent, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof will be null and void.
We may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as we determine in our sole discretion. We reserve the right to determine the form and means of providing notifications to our users, provided that you may opt out of certain notifications as required under applicable laws or as described in these Terms or our Privacy Policy. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We may, in our sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change these Terms in a material manner, we will update the ‘last modified’ date at the top of this page. These Terms apply to and govern your access to and use of our Service effective as of the start of your access to or use of our Service, even if such access or use began before publication of these Terms. Your continued use of our Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any part of these Terms or any future Terms of Service, do not use or access (or continue to access) our Service.
These Terms, together with any amendments and any additional agreements you may enter into with us in connection with our Service, will constitute the entire agreement between you and us concerning our Service. None of our employees or representatives are authorized to make any modification or addition to these Terms. Any statements or comments made between you and any of our employees or representatives are expressly excluded from these Terms and will not apply to you or us or your use of our Service. Except as otherwise stated in this Section 13.3 (Entire Agreement/Severability), if any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect.
You and Watershed acknowledge and agree that the Customer on behalf of which you are submitting Authorized User Data, if any, is a third party beneficiary to these Terms and that the Customer will have the right (but not the sole obligation) to enforce these Terms against you.
No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.
If you have any questions about these Terms, please contact us at legal@watershedclimate.com.