FORECAST CONTENT LICENSE AGREEMENT

This Forecast Content License Agreement (“Agreement”) is made by and between Forecast ApS, a Danish corporation (“Forecast”) and the individual or entity (“Licensee”) accessing or using the Forecast Content at academy.forecast.app (“Forecast Content”). By accessing, using or downloading Forecast Content, Licensee is agreeing to the terms of this Agreement.

1. Grant of License. Forecast hereby grants to Licensee, a limited, revocable, non-exclusive, non-transferable, royalty-free license to use the Forecast Content solely for internal purposes in connection with Licensee’s training of its employees on the Forecast products and services purchased by Licensee from Forecast (“Forecast Services”) subject to the terms and conditions in this Agreement (“Purpose”).

2. Ownership. Licensee expressly acknowledges Forecast’s sole ownership of the copyright, intellectual property and other rights including derivative rights, in and to the Forecast Content. Licensee shall not take any action that might impair Forecast’s rights in the Forecast Content and shall not make any claim or take any action adverse to Forecast’s ownership of the Forecast Content.

2.1. Licensee expressly agrees that Licensee does not now have and shall not acquire any right, title or interest in or to the Forecast Content, including any enhancements of the Forecast Content, other than the limited license to use the Forecast Content for the Purpose in accordance with the terms and conditions of this Agreement. Licensee acknowledges that all uses of the Forecast Content inure to the benefit of Forecast.

3. Use of the Forecast Content. Licensee agrees to use the Forecast Content only in the form and manner provided by Forecast and shall make no changes, edits, revisions or other adulterations to the Forecast Content or proprietary marks therein. The Forecast Content may be used solely for the Purpose.

3.1. FORECAST CONTENT IS PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. FORECAST DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE FORECAST CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

4. Termination. Unless terminated earlier as set forth herein, this Agreement shall automatically terminate on the termination date of the Forecast Services. Forecast may terminate this Agreement upon 30 days’ prior written notice via its website or otherwise; provided, however, Forecast may terminate this Agreement with immediate effect in the event Licensee engages in adulteration or dilution of the Forecast Content, exceeds the Purpose, or other conduct detrimental to Forecast’s interest in the Forecast Content.

4.1. In the event of that the rights granted to Licensee under this Agreement are terminated, Licensee shall have 5 business days after the date of termination, to remove the Forecast Content from its LMS and any other repositories and return the Forecast Content to Forecast.

5. Feedback. From time to time, Licensee may provide Forecast with suggestions, comments, feedback, ideas or know-how, in any form regarding the Forecast Services or Forecast Content (“Feedback”). Licensee hereby grants Forecast non-exclusive, worldwide, perpetual, irrevocable license, with rights to sublicense, to make, use, modify, distribute and otherwise commercialize the Feedback.

6. Limitation of Liability. IN NO EVENT SHALL FORECAST’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS OR DAMAGES UNDER THIS AGREEMENT EXCEED $100.00.

7. Governing Law. (a) If Customer’s principal place of business is in North America, this agreement, and all claims relating to or arising from this agreement, are governed exclusively by the law of the State of New York, without regard to its conflicts of laws rules, and subject to the exclusive jurisdiction of the state and/or federal courts located in the State of New York; (b) If Customer’s principal place of business is located outside the region(s) described in section 7(a), this agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and subject to the exclusive jurisdiction of the English courts.

8. Miscellaneous. Neither party shall have any liability for non or delayed performance by events beyond its reasonable control, provided that the other party is notified of such event and its expected duration and such affected party uses reasonable endeavours to mitigate its effect.

8.1. No failure or delay by a party to exercise any right or remedy shall constitute a waiver of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. If any provision of this agreement is found to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

8.2. This Agreement may not be assigned or transferred by either party without the prior written approval of the other.

8.3. This agreement constitutes the entire agreement between the parties and supersedes all previous agreements (written or oral) relating to its subject matter. This Agreement may not be modified or amended except in writing signed by the parties.