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Ramboll Shair Website Terms of Service

 

Please read the following carefully before accessing and/or using any part of https://ramboll-shair.com or any other website, application, product or service linking to or containing these terms and conditions (the “Site”).

By using any part of the Site, you expressly acknowledge and agree that you are entering into a legal agreement with Ramboll US Corporation (“Ramboll”, “Ramboll Shair”, “us”, “we”, or “our”) and have understood and agree to comply with, and be legally bound by, the following terms and conditions (the “Terms”). You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. If you do not agree to bound by these Terms, please do not use any part of the Site. The term “Site” means the Shair website available at https://ramboll-shair.com/, as well as any other website, application, services, features, and content linked to or through the website or linking to or containing these Terms. The term “Services” means any services provided by Ramboll, including the ability to use the Shair software.

Ability to Accept. By using the Site you affirm that you are over the age of thirteen (13) years. If you are between the ages of thirteen (13) and eighteen (18) years, then, prior to using the Site, you must first review these Terms with your parent or guardian to make sure that you and your parent or guardian understand them, and your use of the Site is your acknowledgment that you have done so.

  1. Access Rights to Site. Ramboll grants you access to the Site subject to these Terms, except as otherwise agreed to in writing by you and Ramboll.
    1. Right to Use the Platform System. Subject to these Terms, Ramboll grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the functionality of the Site solely for your personal, non-commercial, internal use subject to applicable Trade Control Laws (see below). You acknowledge and agree that Ramboll has not and shall not be deemed to assume any duties or obligations to any third party under these Terms, including, without limitation, an employer, affiliate, subsidiary, or parent company or shareholder, partner, member, creditor, customer, or any third party beneficiary.  Subject to the limited right expressly granted, Ramboll or its third party licensors reserve all right, title and interest in and to the Site and the software comprising elements of the Site, including all related intellectual property rights. No rights are granted to you other than as expressly set forth in these Terms or as previously agreed to in writing by you and Ramboll
  2. Restrictions on Use of the Site. You shall use the Site solely for your internal, non-commercial use and shall not:  (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Site or the resulting data available to any third party, except as otherwise contemplated by these Terms; (ii) use the Site to harass, threaten, or cause damage or injury to any person or property; (iii) use the Site 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 the data contained in it;  (vi) attempt to gain unauthorized access to the Site or its related systems or networks; (vii) perform or disclose any benchmarking, availability, or performance testing of the Site; (viii) upload or distribute in any way files that contain viruses, “worms,” “Trojan horses,” corrupted files, or any other similar software or programs that may damage the operation of another’s computer or network; and (ix) use any device, software, or routine or attempt to interfere with the proper functioning of the Site. You shall not reverse engineer, decompile, or disassemble the Site or otherwise attempt to discover and copy the source code for the Site or any components thereof, nor permit any third party to do so.  You may not reproduce or copy the Site, in whole or in part.  You agree that you shall not use or permit to be used the Site in any time critical or mission critical or legal functions or usage.  No warranty is provided as to the accuracy of the information generated by the Site.  You shall not remove alter or obscure proprietary or trademark notices on any screens, data or reports generated by the Site.
  3. Ownership Rights.
    1. Site and Services. Ramboll or its third party licensors retain all ownership and intellectual property rights in and to the Site, derivative works thereof, related Services, work product associated with any Services, algorithms, documentation, licensed materials, as well as anything developed or delivered by or on behalf of Ramboll under these Terms.  In addition, unless expressly stated in a written agreement between you and Ramboll, Ramboll shall own all rights to any resultant data generated by use of the Site.  Without limiting the foregoing, Ramboll shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Site or the Services any suggestions, enhancement requests, recommendations, or other feedback provided by you relating to the Site or the Services.
  4. Access Level; Service Outages; Usage Monitoring.
    1. Monitoring of the Platform System. Ramboll reserves the right to monitor the Site to facilitate operation of the Site or Services; to help resolve service requests; to detect and address threats to the functionality, security, integrity, and availability of the Platform System as well as any content, data, or applications in the Platform System; to validate your compliance with the terms of these Terms, and to detect and address illegal or improper acts or misuse. You agree that Ramboll’s monitoring of the Site or your usage does not impose any obligation or responsibility on Ramboll to monitor your or any third party’s usage of the Site or materials posted.
    2. Usage Data. Ramboll (and its service providers) may collect statistical and other information related to your operation and use of the Site as described in the Privacy Policy (https://ramboll-shair.com/privacy-policy/). You acknowledges and agree that Ramboll may utilize and disclose such de-identified Usage Data 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 the Usage Data.
  5. Rights to Modify or Terminate
    1. We reserve the right, at any time, to: (i) discontinue or modify any aspect of the Site or Services, including your access thereto; (ii) modify these Terms without any prior advance notice; and/or (iii) terminate these Terms and your use of and access to the Site with our without cause, and shall not be liable to you or any third party for any of the foregoing. If you object to any term or condition on these Terms or any subsequent modifications thereto, or become dissatisfied with the Site in any way, your only recourse is to immediately discontinue use of the Site.
    2. Effect of Termination. Neither expiration nor termination of these Terms shall terminate those obligations and rights of the parties pursuant to provisions of these Terms which by their express terms are intended to survive and such provisions shall survive the expiration or termination of this Agreement.  Without limiting the foregoing, the respective rights and obligations of the parties under Sections 1, 4, 5, 6, 7.3, 8, 9 and 10 shall survive the expiration or termination of these Terms regardless of when such termination becomes effective.
  6. Confidential Information
    1. Privacy. Ramboll is committed to protecting personal information.  You agree to limit disclosure and access to the minimum amount of personal information for the minimum amount of time necessary for Ramboll to accomplish the intended purpose of such use, disclosure, or request, respectively. Ramboll will use commercially reasonable efforts to protect any personal information provided by you and will not cause such personal information to be disclosed to any third party unless expressly permitted by you or required by law, regulation, legal process, or professional standards.  You are responsible for obtaining, pursuant to law or regulation, consents from parties that provided you with their personal information, which will be obtained, used, and disclosed by Ramboll for its required purposes.  Notwithstanding anything to the contrary above, Ramboll’s Privacy Policy on the Site shall apply to all personal information collected by Ramboll.
  7. Warranty Disclaimer
    1. Performance. Ramboll makes no warranties regarding the Site or your ability to access it. Ramboll, at its sole discretion, may make available updates and fixes for the Site, although you acknowledge that Ramboll is not obligated to do so.
    2. Viruses. Each party shall use commercially reasonable efforts to limit on its systems software code whose purpose is to disrupt, damage or interfere with systems, software, or data (“Viruses“) and to avoid introducing Viruses into the other party’s systems through the Services and use of the Site.  Such efforts shall include, without being limited to, the use of commercially reasonable virus protection, firewall and security software.
    3. Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH ABOVE, THE ACCESS RIGHTS, SERVICES AND SITE ARE PROVIDED “AS IS.”  RAMBOLL AND ITS LICENSORS DO NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES REGARDING THE SITE, ACCESS LEVEL, AND THE LEVEL OF SERVICE TO BE PROVIDED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT, OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, AND RAMBOLL EXPRESSLY DISCLAIMS ANY AND ALL SUCH WARRANTIES.  RAMBOLL EXPRESSLY DOES NOT WARRANT THAT YOUR USE OF AND/OR ACCESS TO THE SITE WILL BE UNINTERRUPTED OR IT WILL BE FREE FROM HACKING AND OTHER TECHNIQUES EMPLOYED BY THIRD PARTIES FOR DISRUPTING SERVICE AND GAINING UNAUTHORIZED ACCESS. YOU ACKNOWLEDGE THAT THE INTERNET IS NOT AN ERROR-FREE NETWORK, AND THAT THE INTERNET, OR ANY PORTION THEREOF, MAY AT ANY TIME BECOME INACCESSIBLE OR INOPERABLE, IN WHOLE OR IN PART, AND THAT INTERNET TRANSMISSIONS MAY NOT BE COMPLETED OR MAY CONTAIN ERRORS OR OMISSIONS. RAMBOLL CANNOT AND DOES NOT WARRANT COMPUTER HARDWARE, SOFTWARE, OR SERVICES PROVIDED BY THIRD PARTIES. RAMBOLL WILL NOT BE LIABLE IN ANY WAY, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS RESULTING FROM, ARISING OUT OF OR RELATED TO ANY FAILURE OF THE INTERNET.  IN ADDITION, RAMBOLL DOES NOT WARRANT THAT: (I) FUNCTIONS CONTAINED IN THE SITE SHALL MEET YOUR REQUIREMENTS OR SHALL OPERATE CONSISTENTLY; OR (II) THE SITE SHALL OPERATE IN COMBINATION WITH OTHER HARDWARE OR SOFTWARE.  YOU ACKNOWLEDGE AND AGREE THAT RAMBOLL AND ITS LICENSORS ARE NOT RESPONSIBLE FOR: (A) THE ACCURACY OR INTEGRITY OF ANY DATA SUBMITTED BY YOU OR ITS USERS; (B) THE PERFORMANCE OF YOUR EQUIPMENT, WEB SITES OR SOFTWARE; (C) DELIVERY OF SERVICES OR CONNECTIVITY PROVIDED BY THIRD PARTIES, EVEN IF SUCH THIRD PARTIES WERE IDENTIFIED BY RAMBOLL; OR (D) ANY DOWNTIME, LOSS OR CORRUPTION OF DATA THAT OCCURS AS A RESULT OF TRANSMITTING OR RECEIVING DATA OR VIRUSES VIA THE INTERNET.  IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT RAMBOLL IS NOT RESPONSIBLE FOR THE ACCURACY OF ANY THIRD PARTY DATA OR PRODUCTS USED ON OR WITH, OR AS PART OF PROVIDING ANALYSIS OR DATA ON THE SITE, INCLUDING, BUT NOT LIMITED TO, TRAFFIC PROVIDERS, SENSOR DATA PROVIDERS, AND METEOROLOGICAL DATA PROVIDERS, NOR FOR ANY ERRORS IN THE DATA PROVIDED ON OR THROUGH THE SITE THAT RESULTS FROM THIRD PARTY DATA.
  8. Limitation of Liability
    1. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES IN CONNECTION WITH THE SITE, ACCESS RIGHTS OR SERVICES, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL RAMBOLL BE LIABLE TO YOU FOR ANY LOSS OF REVENUES, LOSS OF PROFITS, LOSS OF BUSINESS OR LOSS OF DATA, OR INFRINGEMENT ARISING OUT OF YOUR USE OF, OR INABILITY TO USE, THE SITE OR ACCESS RIGHTS OR THE PERFORMANCE OR NONPERFORMANCE OF THE SERVICES.
  9. Trade Control Laws
    1. You shall ensure that your use of the Site (or any direct or indirect product derived therefrom) complies with all applicable export control, import, customs, and economic sanctions laws and regulations of the United States or any other jurisdictions (“Trade Control Laws“) and you warrant that no data, information, software, technology and/or materials resulting from your use of the Site (or any direct or indirect product derived therefrom) will be exported, directly or indirectly, in violation of Trade Control Laws, or will be used for any purpose prohibited by Trade Control Laws, including, without limitation, nuclear, chemical, or biological weapon proliferation, or development of missile technology. Further, you warrant that neither you or your affiliates, officers, directors or personnel are listed on any sanctions lists maintained pursuant to Trade Control Laws or directly or indirectly owned or controlled by anyone listed on any such sanctions list.
    2. In the event that (i) you fail to comply with your obligations under Section 9.1, (ii) the warranties set out in Section 9.1, 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 Trade Control Laws itself or risk of Ramboll or any Ramboll entity being included in any sanctions lists as a result of or in connection with these Terms, Ramboll may terminate these Terms with immediate effect and without notice or compensation.
  10. General
    1. Public Announcements. You hereby grant Ramboll the right to use your Usage Data in press releases, product brochures and financial reports. 
    2. Governing Law. These Terms, including its formation and the parties’ respective rights and duties and all disputes that might arise from or in connection with these Terms or its subject matter, shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to conflicts of laws rules. The parties consent to the personal jurisdiction of the courts of the Commonwealth of Pennsylvania, and the parties waive objection to venue in that court.
    3. No Waiver. The failure by either party to insist upon strict performance of any of the provisions of these Terms shall in no way constitute a waiver of its rights under these Terms, at law or in equity, or a waiver of any other provisions or subsequent default by the other party in the performance of or compliance with any of the terms of these Terms.
    4. Modifications. We reserve the right to modify these Terms at any time by publishing the updated Terms on the Site. Such modification will be effective upon publication of the updated Terms, and your continued use of any part of the Site thereafter shall constitute your acceptance of those modifications and the updated Terms. Thus, you should periodically review the Terms located on the Site.
    5. Assignment. These Terms may not be assigned to you (whether expressly or by operation of law), but may be assigned by Ramboll without restriction or notification.
    6. Validity. If any provision or portion of these Terms is held to be unenforceable, such provision or portion shall be enforced to the maximum extent permissible consistent with the terms hereof, and the remainder of these Terms shall continue in full force and effect.
    7. Disputes: Any disputes under these Terms shall first be discussed between the parties for a good faith attempt to resolve the dispute.  If such dispute cannot be resolved in thirty (30) days after the dispute was presented discussed, either party may seek resolution of the matter through the courts.
    8. No Agency. Nothing contained herein shall be construed to constitute the parties as partners, joint venturers, or agents of the other.
    9. Conflicts. In the event of a conflict between any of these Terms and an Agreement entered by you and Ramboll in writing, the terms and conditions of the latter shall control.

 

Updated December 18, 2019