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Terms of Service

OPSEYES TERMS OF SERVICE

Date Last Updated: September 28, 2020

Please read these OpsEyes Terms of Service (these “Terms”) carefully before accessing and/or using (a) any part of https://www.opseyes.com, its subpages/applications or any other website or application linked to or through https://www.opseyes.com or that references, links to or through or contains theses Terms (referred to below collectively and interchangeably as the “Site”) or (b) any Site functionality or any content, data, information, product or service available through, or otherwise related to, the Site (referred to below collectively and interchangeably as “Site Services”). 

1. Acknowledgement of Ability/Authority to Agree; Agreement to Terms. By accessing and/or using the Site or any Site Services, you affirm that you are over eighteen (18) years old, and you acknowledge and agree that, by accessing and/or using the Site or any Site Services, you are entering into a legally binding agreement/contract with Ramboll US Consulting, Inc. (“Ramboll”) consisting of all terms and conditions set forth in these Terms (including, without limitation, those regarding modification/termination without further notice – at section 15) and that you understand and agree to comply with and be legally bound by these Terms.  If/to the extent that you access and/or use, or purport to access and/or use, the Site or any Site Services on behalf of one or more other persons or entities, then, by accessing and/or using the Site or any Site Services, you acknowledge, affirm and agree that you are authorized to do so on behalf of such other person(s) or entity(ies) and that you, individually/personally, and on behalf of any and all other persons and entities on behalf of whom/which you access/use, or purport to access and/or use, the Site or any Site Services, are entering into a legal agreement/contract with Ramboll consisting of all terms and conditions set forth in these Terms (including any incorporated by reference) and that you and such other person(s) and/or entity(ies) understand and agree to comply with and be legally bound by these Terms; and, further, if/to the extent that you access and/or use, or purport to access and/or use, the Site or any Site Services on behalf of one or more other persons or entities, then, any and all references to “you” hereinbelow shall refer collectively and interchangeably to you, individually/personally, and to each such other person and entity.  To the extent not prohibited under applicable law, you hereby waive any applicable right to require a more formal signature (electronic, non-electronic or otherwise) or the delivery or retention of a hardcopy agreement/contract or other record whatsoever.  If you do not agree to bound by the entirety of these Terms, you may not access or use any part of the Site or any Site Services.     

2. Right to Access/Use Free Site Content/Functionality and Other Site Services. Subject to the entirety of these Terms (including, without limitation, the below Access/Use Restrictions – at section 4 (the “Access/Use Restrictions”), Ownership Rights – at section 5 (the “Ownership Rights”) and Payment Terms – at section 7 (the “Payment Terms”)), Ramboll grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access/use “Free Public Content” of the Site, which, for purposes hereof, means the very limited Site content/functionality that generally is accessible to you without the need for a username and/or password assigned/provided (to you) by Ramboll (or conduct intended to circumvent the need for such a username and/or password, which conduct is strictly prohibited).

3. Right to Access/Use Fee-Based Site Content/Functionality and Other Site Services. Subject to the entirety of these Terms (including, without limitation, the below Access/Use Restrictions, Ownership Rights and Payment Terms), Ramboll grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access/use the remainder of the Site and Site Services only to the extent purchased by you in accordance with the below Payment Terms (“Purchased Services”).  Ramboll will provide assign/provide to you, for your use only, a username and password and/or other log-in credentials through the use of which you will be able to access/use Purchased Services.  

4. Access/Use Restrictions; Protection of Site/Site Services/Ramboll. Without in any way expanding the foregoing, you may access/use the Site and Site Services solely for your personal, internal, and non-commercial use and subject to any and all applicable laws, and, without limiting the foregoing restrictions, you may not and shall not:  (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Site or Site Services available to any third party, except if/as otherwise expressly set forth in these Terms; (ii) use the Site or Site Services to harass, threaten or cause damage or injury to any person or property; (iii) use the Site or Site Services to publish, send or store any material that is infringing, false, defamatory, obscene or otherwise illegal or tortious or that violates privacy rights; (iv) send or store malicious code; (v) interfere with or disrupt the integrity or performance of the Site or Site Services;  (vi) attempt to gain, for yourself or a third party, unauthorized access to and/or use of the Site or Site Services, or the Site’s or Site Services’ related systems or networks; (vii) perform or disclose any benchmarking, availability or performance testing of the Site or Site Services; (viii) upload or distribute, in any way, any files that contain viruses, “worms,” “Trojan horses,” corrupted files, or any other similar software or programs that may damage the operation of Ramboll’s or another’s computer or network; or (ix) use any device, software or routine to, or to attempt to, or otherwise attempt to, interfere with the proper functioning of the Site or Site Services.  You shall not reverse engineer, decompile or disassemble the Site or Site Services, or otherwise attempt to discover or copy the source code for the Site, Site Services or any components thereof, nor shall you enable or permit any third party to do so.  You may not reproduce or copy the Site or Site Services, in whole or in part.  You agree that you shall not use or permit to be used the Site or Site Services in any time critical or mission critical or legal functions or usage. You shall not remove alter or obscure proprietary or trademark notices on any screens, data or reports generated by or through the Site or Site Services.

In addition to the forgoing restrictions, you acknowledge and agree that you are obligated to make commercially reasonable efforts to avoid introducing into the Site, the Site Services and Ramboll’s other networks and systems software code designed or known to disrupt, damage or interfere with networks, systems, software, data, etc. (a “Virus“).  Such efforts shall include, at a minimum and without limitation, the use of commercially reasonable Virus protection, firewall and security software.

You acknowledge and agree that Ramboll has not and shall not be deemed to have assumed any duty or obligation to any third party, including, to the extent applicable, but without limitation, any of your employers, affiliates, subsidiaries, or parent companies, any of your shareholders, partners, members, directors, officers, personnel, creditors or clients/customers, or any third-party beneficiary.  No rights are granted to you or to any third party other than if/as expressly set forth in these Terms or otherwise agreed to in a writing executed by Ramboll.

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS RAMBOLL FOR/FROM ANY AND ALL LOSSESS ARISING FROM OR RELATED TO YOUR GRANTING ACCESS TO/USE OF THE SITE OR SITE SERVICES TO THIRD PARTIES OR YOUR OTHERWISE ACCESSING OR USING THE SITE OR SITE SERVICES CONTRARY TO OR BEYOND YOUR RIGHTS HEREUNDER.

5. Ownership Rights. Subject only to the very limited rights expressly granted to you above, Ramboll, and, to the extent applicable, its third-party licensors, reserve(s) all ownership, intellectual property and other rights, title and interest in and to the Site and Site Services (including, without limitation, Purchased Services), including, but not limited to, any process or software comprising elements of the Site or Site Services (e.g. source code), derivative works thereof, related work product, algorithms, documentation, licensed materials, as well as anything else developed or delivered by or on behalf of Ramboll under these Terms or otherwise.  In addition, unless expressly stated in a written agreement executed by Ramboll, Ramboll shall own all rights to any resultant data generated by your access to or use of the Site or Site Services.  Without limiting the foregoing, Ramboll shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Site or Site Services any suggestions, enhancement requests, recommendations or other feedback provided by you relating to the Site or Site Services.

6. Access/Use As Is and Without Warranty. ANY AND ALL RIGHTS TO ACCESS OR USE THE SITE OR SITE SERVICES THAT RAMBOLL GRANTS TO YOU HEREUNDER ARE “AS IS.” NEITHER RAMBOLL, NOR, TO THE EXTENT APPLICABLE, ITS THIRD-PARTY LICENSORS, MAKE ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, REGARDING THE SITE OR SITE SERVICES (OR YOUR ACCESS THERETO OR USE THEREOF), OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF DESIGN, FITNESS FOR PURPOSE, MERCHANTABILITY, NONINFRINGEMENT, TITLE, OR ANY WARRANTY THAT MAY, OR MAY BE ALLEGED TO, ARISE FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR INDUSTRY/TRADE USAGE, AND, FURTHER, RAMBOLL EXPRESSLY DISCLAIMS ANY AND ALL SUCH WARRANTIES.  By way of example, but without limitation, Ramboll does NOT represent or warrant that:  data or other information related to the Site or Site Services (whether generated/provided by Ramboll, you or a third party) is accurate; the Site or Site Services will meet your requirements; the Site or Site Services may be accessed or used with/in combination with any particular computer or network hardware, software, system, etc. (whether that of Ramboll, you or a third party); or your access to or use of the Site or Site Services will be uninterrupted or free from third-party hacking or other similar third-party conduct intended to disrupt access to and/or use of the Site or Site Services and/or to gain unauthorized access to the Site or other platforms/systems.  In turn, and without in anyway limiting any other limitation on Ramboll’s, or, to the extent applicable, its third-party licensors’, liability, you acknowledge and agree that neither Ramboll, nor, to the extent applicable, its third-party licensors, shall be held liable or otherwise are responsible in connection with any of the foregoing.  You further acknowledge and agree that the internet is not an error free network and that the internet and any portion thereof, and, in turn, the Site and Site Services, may become wholly or partially inaccessible, inoperable, unusable and/or otherwise fail at any time, and that intended internet transmissions/transactions may not be able to be completed and/or may contain errors or omissions, and you acknowledge that nether Ramboll, nor, to the extent applicable, its third-party licensors, shall be liable or otherwise responsible for same.   

Although Ramboll, at its sole discretion, may elect make updates and/or fixes to the Site or Site Services, you acknowledge and agree that Ramboll has no obligation whatsoever to do so.

7. Payment Terms.  As set forth above and otherwise subject to the entirety of these Terms, these Terms grant to you free of charge only limited access to/use of the Free Public Content.  Any and all other access to/use of the Site or Site Services by you is fee-based in accordance with the fee schedule located at Pricing (the “Fee Schedule”) – and also subject to the entirety of these Terms (including, without limitation, the below provisions regarding taxes – at section 14).  Upon your purchase of access to/use of parts of the Site and/or Site Services covered by the Fee Schedule (the “Fee-Based Content/Services”), and, again, also subject to the entirety of these Terms, you may access/use (only) those parts of the Site and/or Site Services that you so purchased (i.e., Purchased Services) and the Free Public Content.  

Fee-Based Content/Services can be paid for in advance (of any access/use) as directed by/through the Site (e.g., using credit/debit card, etc.).  Please note, as it may not be obvious to you, that, when paying in advance for Fee-Based Content/Services, you will leave the Site and be directed to a third-party application/website to effectuate payment.  Your access to/use of that third-party application/website is governed by separate terms and conditions to which Ramboll is not a party and you understand, acknowledge and agree that Ramboll shall have no liability whatsoever, to you or to any other person or entity, arising from, directly or indirectly, or otherwise relating to, your use of that, or any other, third-party application/website.

Alternatively, you may choose to have Ramboll invoice you for purchased Fee-Based Content/Services under the following terms.  If you so choose, Ramboll will invoice you via the Site, email and/or physical invoice delivered to you by U.S.P.S. or other reputable courier (to the address that you place on file with Ramboll in relation to the Site).  Unless otherwise agreed to by Ramboll in writing, you agree to pay Ramboll’s invoice immediately UPON RECEIPT in United States currency via check or money order made payable to “Ramboll US Corporation” and delivered to Ramboll US Corporation P.O. Box 8500-1980 Philadelphia PA 19178-1980.  You also agree to reimburse Ramboll for any and all charges that it may incur if your payment is returned for insufficient funds or any other reason.  You also agree that Ramboll shall be entitled to interest at a rate of one-and-a-half percent (1.5%) per month on any and all amounts invoiced that are not paid in full within thirty (30) days of the invoice date.  You acknowledge, understand and agree that Ramboll may enable you to access/use Purchased Services before the related invoice is paid in full and, that, under those circumstances, Ramboll may, in its sole and absolute discretion, suspend such access/use until the related invoice is paid in full.   You also agree that Ramboll shall be entitled to terminate any and all access/use by you to/of all or any part of the Site or Site Services (including, without limitation, Purchased Services) if you fail to pay in full any amount invoiced within thirty (30) days of the invoice date, and that, in such case, you shall not be entitled to any refund of any amount paid and Ramboll shall have no further obligation to you whatsoever.  For purposes of these Terms, invoiced amounts shall be deemed paid only upon final bank clearance of the funds/instrument/mechanism through which payment is made.  

If Ramboll determines that it is advisable/necessary to engage collection professionals and/or commence collection proceedings (including, without limitation, by commencing formal legal proceedings) to obtain payment on account of an unpaid invoice or any other payment(s) due to Ramboll under or related to these Terms, and Ramboll is the substantially prevailing party in such proceedings, you also shall pay Ramboll’s collection costs and costs associated with any such proceedings, including, to the extent applicable, but without limitation, arbitrator fees, reasonable attorneys’ fees and a reasonable fee for the services of Ramboll’s internal resources and its out-of-pocket expenses.          

8. Limitation of Liability.  RAMBOLL SHALL NOT BE LIABLE OR OTHERWISE RESPONSIBLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE/LOSS RESULTING DIRECTLY OR INDIRECTLY FROM OR OTHERWISE RELATED TO THE SITE, PURCHASED SERVICES OR OTHER SITE SERVICES (INCLUDING, WITHOUT LIMITATON, YOUR ACCESS OR USE THEREOF OR INABILITY TO ACCESS OR USE SAME, OR THE PERFORMANCE OR NON-PERFORMANCE THEREOF), INCLUDING, FOR EXAMPLE, BUT WITHOUT LIMITING THE FOREGOING, ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES BASED ON CLAIMS RELATED TO THE SITE OR SITE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF RAMBOLL HAS BEEN EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY LOSS OF REVENUES, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA OR INFRINGEMENT ARISING FROM OR RELATING TO YOUR ACCESS OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE OR SITE SERVICES, OR THE PERFORMANCE OR NONPERFORMANCE THEREOF.  

IF YOU OBJECT TO ANY PROVISION OF THESE TERMS OR ANY SUBSEQUENT MODIFICATIONS HERETO, OR BECOME DISSATISFIED WITH THE SITE OR SITE SERVICES IN ANY WAY, YOUR ONLY RECOURSE IS TO DISCONTINUE ACCESS TO/USE OF THE SITE AND SITE SERVICES.

TO THE EXTENT THE FOREGOING LIMITATIONS ON LIABILITY, OR ANY OTHER LIMITATION ON LIABILITY SET FORTH IN THESE TERMS, ARE HELD BY A COURT OR OTHER TRIBUNAL OF COMPETENT JURISIDCTION TO BE UNENFORCEABLE, THEN, IN NO EVENT SHALL RAMBOLL’S AGGREGATE/TOTAL LIABILITY TO YOU IN RELATION TO THE SITE, THE PURCHASED SERVICES OR OTHER SITE SERVICES (INCLUDING, WITHOUT LIMITATION, YOUR ACCESS OR USE THEREOF OR INABILITY TO ACCESS OR USE SAME, OR THE PERFORMANCE OR NON-PERFORMANCE THEREOF) EXCEED THE LESSER OF $500.00 ( United States currency) OR, IF APPLICABLE, THE A LA CARTE FEE FOR THE SPECIFIC FEE-BASED CONTENT/SERVICES FROM/TO WHICH THE CLAIM UPON WHICH LIABILITY ALLEGEDLY IS BASED ARISES/RELATES.

9. Force Majeure. Without in anyway limiting the remaining limitations of Ramboll’s liability and responsibility set forth herein, Ramboll shall not be liable in any way because of any delay or failure in performance due to circumstances or causes beyond its control, which shall be deemed to include, without limitation, strike, lockout, embargo, epidemic or other outbreak of disease, riot, war, act of terrorism, flood, fire, act of God, accident, failure or breakdown of components necessary to order completion, Client, subcontractor or supplier delay or non-performance, inability to obtain or shortages in labor, materials, protective gear, other supplies, or manufacturing facilities, compliance with any law, regulation or order, or circumstances or conditions which in the discretion of Ramboll may pose a material risk to the health or safety of the employees of Ramboll, its affiliates or subcontractors.  

10. Reporting Requirements. You may be required by law to report information derived from your access to/use of the Site or Site Services to certain agencies and/or others.  Ramboll is not responsible for advising you about your reporting obligations, and you agree that you shall be responsible for all such reporting.  To the extent Ramboll has an independent duty to report, it may endeavor, but is not obligated, to provide you with advance notice.  

11. Ramboll Use/Disclosure of Site/Site Services Access/Usage Information; Site/Site Services Monitoring.  Ramboll and/or persons/entities acting on Ramboll’s behalf may collect statistical and other data/information related to your access to and/or use of the Site or Site Services (“Usage Data”) consistent with the privacy policy located at https://opseyes.com/privacy-policy.  Without limiting Ramboll’s use of data/information in accordance with the Privacy Policy, you expressly and specifically acknowledge and agree that Ramboll may utilize and disclose all de-identified Usage Data regarding the Site or Site Services for any purposes in connection with Ramboll’s business, including, but not limited to, product development, benchmarking, operations, marketing and research and analytical purposes.  As between you and Ramboll, Ramboll shall own all intellectual property rights in anything created by Ramboll utilizing Usage Data.  In addition, Ramboll reserves the right to otherwise monitor the Site and Site Services (including, without limitation, Purchased Services) to facilitate operation of the Site and Site Services, to help resolve service requests, to detect and address threats to the functionality, security, integrity and availability of the Site or Site Services, as well as any content, data or applications on or related to the Site or Site Services, to validate your compliance with these Terms, and to detect and address illegal or improper acts or misuse.  You agree that Ramboll’s monitoring of the Site or Site Services (including your usage) does not impose any obligation or responsibility on Ramboll to monitor your or any third party’s usage of the Site or Site Services, or otherwise.

12. Data Privacy. You represent and warrant that you will limit your disclosure to Ramboll of information that is, or that you consider to be, your or a third party’s personal data/information to the minimum extent necessary for Ramboll to provide you with access to and/or use of the Site and the Site Services to which you are granted access/use hereunder.  Subject to Ramboll’s Privacy Policy (https://ramboll.com/legal-information), Ramboll may disclose or otherwise use any personal data/information that you disclose to Ramboll as set forth in the referenced Privacy Policy, these Terms or applicable law. You represent and warrant that, to the extent you provide your or a third party’s personal data/information to Ramboll, you have received and provided all consent and disclosures required under applicable law.

13. Compliance with Law.

a. You represent and warrant that, at all times in connection with and throughout your access to and use of the Site or Site Services, you will comply with and take reasonable measures to ensure that your personnel, subcontractors, and others subject to your control or determining influence will comply with all applicable laws of any applicable jurisdiction, including, without limitation, those relating to corruption and bribery. You also represent and warrant that, at all times in connection with and throughout your access to and use of the Site or Site Services, you will comply with the standards provided in the conventions of the United Nations and OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.  If you demonstrate non-compliance with aforementioned laws related to corruption and bribery, despite efforts to address these via constructive dialogue, or demonstrate non-compliance of grave character, Ramboll may terminate its relationship with you effective immediately.  You represent and warrant that you will inform Ramboll without undue delay if you are charged by a court of law or other tribunal of competent jurisdiction for bribery or corruption (e.g., under the US Foreign Corrupt Practices Act or UK Bribery Act), in which case Ramboll also may terminate its relationship with you and these Terms effective immediately, without notice or liability whatsoever. 

b. You represent and warrant that neither you, nor, as applicable, any of your employers, affiliates, subsidiaries or parent companies, nor any of your shareholders, partners, members, directors, officers, or personnel, nor any other person or entity having a direct or indirect ownership or controlling interest in you, are (i) a person targeted by trade or financial sanctions under the Laws of the United Nations, the United States, the European Union and its Member States, the United Kingdom or any other jurisdiction that is applicable to the Site or Site Services, including, but not limited to, persons designated on the U.S. Department of the Treasury, Office of Foreign Assets Control’s List of Specially Designated Nationals and Other Blocked Persons and Consolidated Sanctions List, the U.S. State Department’s Non-proliferation Sanctions Lists, the UN Financial Sanctions Lists, the EU’s Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions, and the UK HM Treasury Consolidated Lists of Financial Sanctions Targets; or (ii) directly or indirectly owned or controlled by any such person (each a “Restricted Person”).  You shall notify Ramboll in writing immediately if you or, as applicable, any of your employers, affiliates, subsidiaries, or parent companies, or any of your shareholders, partners, members, directors, officers, or personnel, or any other person or entity having a direct or indirect ownership or controlling interest in you, becomes a Restricted Person or if you become directly or indirectly owned or controlled by one or more Restricted Persons.

c. To the extent not covered above, you shall ensure that your access to and use of the Site and Site Services (and any product or service directly or indirectly derived therefrom) complies with all applicable export control, import, customs and economic sanctions, and other laws of the United States and any other applicable jurisdictions, and you represent and warrant that no content, data, information, product, service or thing whatsoever derived from your access to or use of the Site or Site Services (or any product or service directly or indirectly derived therefrom) will be exported, directly or indirectly, in violation of such laws, or will be used for any purpose prohibited by such laws, including, without limitation, nuclear, chemical or biological weapon proliferation or development of missile technology. 

d. In the event that (i) you fail to comply with your obligations under the immediately preceding subsections a through c, (ii) the representations and warranties set out in the immediately preceding subsections a through c, at any time, become untrue or Ramboll has reasonable and specific grounds to expect them to become untrue, or (iii) Ramboll in its discretion believes there is a risk of Ramboll breaching any above referenced law or a risk of Ramboll or any Ramboll affiliate being included in any sanctions lists as a result of or in connection with its relationship with you, Ramboll may terminate its relationship with you and these Terms effective immediately, without notice or liability whatsoever.

14. TaxesYou shall be responsible for all sales taxes, use taxes, value added taxes, duties, levies, and similar taxes or impositions imposed by any taxing authority/jurisdiction in relation to your access to/use of the Site or Site Services and/or Ramboll’s related fee(s).  To the extent that your access to/use of the Site or Site Services constitute products or services provided/performed in a country where Ramboll has no permanent establishment, you shall pay (or reimburse Ramboll for) all withholding taxes or similar impositions imposed by any taxing authority/jurisdiction in relation to your access to/use of the Site or Site Services and/or Ramboll’s related fees.

15. Modification of Terms and Termination.

a. Right to Modify and Terminate. Ramboll reserves the right to, at any time, (i) modify these Terms without advance notice, (ii) discontinue or otherwise modify any aspect of the Site or Site Services, including your access thereto/use thereof and/or (iii) terminate these Terms and your access to and use of the Site or Site Services (including, without limitation, Purchased Services) with our without cause, and Ramboll shall not be liable to you or any third party for any of the foregoing. 

b. Effect of Modification.  Modification or these Terms by Ramboll will be effectuated by the publishing of updated terms and conditions on the Site.  Such modification will be effective immediately upon publication of the updated terms and conditions, and your continued use of any part of the Site or Site Services thereafter shall constitute your acceptance of those modifications.  Thus, you should review the Site for updated terms and conditions regularly.

c. Effect of Termination.  Neither expiration nor termination of these Terms shall terminate your obligations or Ramboll’s rights under these Terms which, by their nature, are intended to survive such expiration or termination. Without limiting the foregoing, your obligations and Ramboll’s rights under sections 4, 5, 6, 7, 8, 11, 14, 16 and 21 shall survive the expiration or termination of these Terms, regardless of when such expiration or termination becomes effective.

16. No Waiver. The failure by Ramboll to insist upon strict compliance with any provision of these Terms shall in no way constitute a waiver of any of your obligations or Ramboll’s rights hereunder, whether at law or in equity, including, without limitation, the right to insist on strict compliance thereafter.

17. Assignment. Your obligations and rights hereunder are not assignable.  Ramboll’s obligations and rights hereunder, on the other hand, are freely assignable without notification or restriction.

18. No Agency. Nothing contained herein shall be construed as creating an agency, joint venture, partnership or similar relationship between you and Ramboll.  

19. Conflicts Between/Among Agreements. In the event of an unequivocal conflict between these Terms and a sperate written agreement between/among you and Ramboll that expressly and unequivocally is intended by the parties to modify these Terms or otherwise govern your use and access to the Site or Site Services, the terms and conditions of the latter shall control.

20. Validity. If/to the extent any provision of these Terms is held to be unenforceable by a court or other tribunal of competent jurisdiction, such provision shall be enforced to the maximum extent allowed by law consistent with the terms hereof and the remainder of these Terms shall continue in full force and effect.

21. Governing Law, Choice of Forum, Disputes Resolution. These Terms, any and all other terms and conditions governing your access to or use of the Site or Site Services and your access to and use of the Site and Site Services, in general, shall be construed under/governed by the laws of the Commonwealth of Virginia, without regard to the conflict of laws rules of that or any other jurisdiction.  Any dispute or controversy relating to these Terms, any and all other terms and conditions governing your access to or use of the Site or Site Services and your access to and use of the Site and Site Services, in general, that cannot be resolved amicably shall be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association, and judgment on a decision or award rendered by the arbitrator(s) may be entered in any court of competent subject matter jurisdiction sitting in the Commonwealth of Virginia or State of New Jersey.  Unless otherwise agreed to by Ramboll, (i) the arbitration proceedings shall be presided over by a single arbitrator, unless the amount in controversy exceeds $500,000.00, in which case, the number of arbitrators shall be three, one appointed by each party and the third appointed by mutual agreement of the other two and (ii) any and all depositions, oral argument, hearings, or similar personal appearances shall take place in the Commonwealth of Virginia or State of New Jersey, or, at Ramboll’s election in its sole discretion, in the U.S. state in which the subject products/services primarily are provided.  Any decision or award by the arbitrator(s) shall be final and binding, and, except in the case of fraud or gross misconduct by the arbitrator(s), no decision or award rendered by the arbitrator(s) shall be appealable. Subject to any applicable provisions in the Payment Terms, if any, if Ramboll is the prevailing party in such arbitration proceedings, the arbitrator(s) shall have discretion to require you to reimburse Ramboll for all or a portion of the costs and fees incurred in such arbitration, including arbitrators’ fees, administrative fees, attorney’s fees, and other reasonable out-of-pocket costs. The arbitration proceedings and arbitration award shall be maintained by you and the arbitrator(s) as strictly confidential, except as is otherwise required by law, an order from a court or other tribunal of competent jurisdiction, or as is necessary to confirm, vacate or enforce any arbitral award or for disclosure in confidence to the your auditors, attorneys, insurers, tax advisors and similar professionals who themselves agree to maintain confidentially in accordance with this subparagraph.

Ramboll shall not be subjected to the foregoing arbitration requirements in the event of an alleged, actual or threated breach of an obligation that is reasonably likely to result in irreparable harm to Ramboll absent immediate injunctive relief.  In such event, Ramboll immediately may pursue by civil action in and obtain from any court of competent subject matter jurisdiction sitting in the Commonwealth of Virginia or the State of New Jersey, or, at Ramboll’s election in its sole discretion, in the U.S. state in which the subject products/services primarily are provided, injunctive and other equitable relief to remedy any such breach or threatened breach, which remedy(ies) shall not be exclusive, but, rather, shall be in addition to all other remedies and rights available at law, in equity, or otherwise.  If Ramboll is the prevailing party in any such civil action, Ramboll shall be awarded its costs and fees incurred in such civil action, including attorney’s fees and other reasonable out-of-pocket costs.

Ramboll also shall not be subjected to the foregoing arbitration requirements in an action strictly to collect unpaid fees not exceeding $50,000.00 and/or to foreclose upon or otherwise enforce any lien.  In such event, Ramboll may pursue its fee claim in any court of competent subject matter jurisdiction sitting in the Commonwealth of Virginia or the State of New Jersey, or, at Ramboll’s election in its sole discretion, in the U.S. state in which the subject products/services primarily are provided.

In furtherance of the foregoing, for the avoidance of doubt, you hereby consent to the personal jurisdiction of any court of competent subject matter jurisdiction sitting in the Commonwealth of Virginia or the State of New Jersey.